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How To Upgrade Your Sole Proprietor To Limited Liability Company

Most Entrepreneurs start-ups in Kenya are usually registered as sole proprietor business. This is a good thing taking consideration the start up capital.

As the business needs grow, the entrepreneur will require to upgrade from Sole Proprietor to Limited Company in order to enjoy some benefits that come with it.

Step by Step on How To Upgrade Sole Proprietor To Limited Company

Step 1: Submit your sole proprietor certificate to the company registry

Step 2: You will be required to fill a notice of cessation form to cease your current sole proprietor business

Step 3: Once that is done, Memorandum and Articles of Association of the Company will be prepared for your business based with information received from entrepreneur such as nature of business, name of the business etc.

Step 4: A list of the directors and secretary of the company, giving full names, nationality and other directorships of companies in Kenya

Step 5: A statement of all existing charges entered into by the company affecting properties in Kenya.

Step 6: Names and postal addresses of one or more persons resident in Kenya authorised to accept, on behalf of the company, service of notices required to be served on the company.

Step 7: Full address of the registered or principal office of the company in its home country will be needed.

Step 8: Full address of place of business in Kenya.

Now that you have wind up your sole proprietor business, you can then proceed to form a limited company by meeting the requirements of registering a limited company in order to fully incorporate your sole proprietor to be Limited Liability Company (LLC).

How To Register Limited Company in Kenya

There are some requirements that any entrepreneur planning to register their business under the Company Act. If you are an entrepreneur who is looking to register a private limited liability company, you will need to provide the following details;

  • Entrepreneur should propose names (preferably three) that must be reserved pending registration. (Tip: In order to have a high success rate and save money at the same time while searching for your business name, make sure your name is not general. For example; try using more than one letter word, like Fenesi Continental Ltd. or Fenesi Solutions Ltd.)
  • Purpose of the company that the entrepreneur wants to form. Have to be very specific not general. Describe everything you want to do. (For example; If you want to do fish farming, then you need to describe if you will be buying or selling them, rather than just stating “Agriculture”, that will be too general)
  • Names of fellow entrepreneurs who would like to form the company, at least two. Give their occupation and postal address. (Preferably photocopy of ID or Passport)
  • Registered Office of the Company. Please get the Land Reference Number (Plot No.) of the Building and Street Name, Road, Town
  • Amount of Nominal Share Capital and Division of Shares thereof. % of share holding. (For example if there are two entrepreneurs starting a business, they will need to decide on the ownership structure with share allocation like 60%-40% or 70%-30% or 90%-10%. Minimum share value is Kshs. 100,000
  • KRA PIN Certificates of the entrepreneurs wanting to form the company (Preferably photocopy of KRA PIN of one of the directors, this will also be used to acquire KRA PIN & KRA VAT for the company)

Pricing Plans

Lite Plan – Includes Certificate of Incorporation, Memorandum & Article of Association only – Ksh. 20,000.

Premium Plan – Includes Certificate of Incorporation, Memorandum & Article of Association, Company KRA PIN, Web Design, Web Hosting, Domain Name, Logo & Business Card Design – Ksh. 40,000.

Register Your Limited Company Today

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About Enock Kiprono

Enock Kiprono is the founder of Fenesi.com & Dealpoa.com. He loves to connect with entrepreneurs that are success driven, passionate, action-taking whose goal is to make a difference in the business world!

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42 comments

  1. send me details of upgrading from sole to limited

  2. Want to updrade my business name in to a limited company. What is the procedure and how much is the cost?

  3. I wish to upgrade my registered business name to Limited company. Your guidance please

  4. How much is to change from business name, sole, to limited company

  5. Hi, my colleagues and i have gained so much knowledge from this site and wanted to know if one can change the name used in a sole proprietorship when he wants to upgrade to a partnership and the necessary cost to be incurred.

  6. Hi, my colleges and i have gained so much knowledge from this site and wanted to know if one can change the name used in a sole proprietorship when he wants to upgrade to a partnership and the necessary cost to be incurred.

  7. How much and what is the detailed procedure for upgrading a partnership business to a limited company?
    And what duration can the whole procedure take?

    How much would you charge if contracted to do this?

    Thanks

  8. Hi,
    I have a partnership business with my colleague, but he wants to pull out. What is the process of changing from partnership to sole proprietorship.

  9. Want to change my busness name to ltd company.
    Pliz contact me.

  10. Micheal K Ngatia

    Hi Enock, many thanks for this site; it is very informative.
    What are the benefits of being a tax agent?

  11. Hello Mr kiprono, does it mean that when converting the soleproprietorship unto ltd company, one will have to close down its operations, i mean does it mean one will not operate his business, because by closure of the soleproprietor one will not earn a living until the company is formed which will be a while,

    Please enlighten me, thank you.

    • Kevin, When upgrading business to limited company, the sole proprietor business will be wind-up during the upgrading process. It is usually seamless and won’t affect the continuity of your business. Once your sole proprietor is closed, the limited company will take effect.

  12. I want to change my business name from one to another. It is already registered limited company. How do I go about it?

  13. Morning,for how much can i be likely to incur to upgrade from sole proprietorship to limited company?

    • 1. Lite Plan Package – Ksh. 25,000 – Includes Name Search, Certificate of Incorporation, Memorandum, KRA PIN, NHIF and NSSF Registration Only.

      2. Premium Plan Package – Ksh. 40,000 – Includes Name Search, Certificate of Incorporation, Memorandum, Company KRA PIN, NHIF and NSSF Registration, Logo Design, Business Card Design, Website Design (Includes Tablet & Smartphone Designs), 1 Year Domain name (.COM or .CO.KE), 1 Year Web Hosting (250MB Diskspace, 2500MB Monthly Bandwidth), Up-to 25 Company Email Accounts, 1 Month Free Access to Online Business Coaching Program.

      Which package do you prefer to go ahead with for your company registration, Lite Plan or Premium Plan?

      • Hi Enock. About the cost you’ve listed above, is this the actual at registrar’s or it’s as per fenesi consultation charges. Assume we’re 2 directors and we have Pins, NSSF cards (memorandum) etc. How much will it cost us to upgrade from sole to ltd?

        • 1. Lite Plan Package – Ksh. 25,000 – Includes Certificate of Incorporation and Memorandum.

          2. Premium Plan Package – Ksh. 40,000 – Includes Name Search, Certificate of Incorporation, Memorandum, Company KRA PIN, Logo Design, Business Card Design, Website Design (Includes Tablet & Smartphone Designs), 1 Year Domain name (.COM or .CO.KE), 1 Year Web Hosting (250MB Diskspace, 2500MB Monthly Bandwidth), Up-to 25 Company Email Accounts, 1 Month Free Access to Online Business Coaching Program.

  14. Kindly send me the all the cost needed to upgrade a sole proprietor to a limited company and you contact

  15. Hi

    Please let me know how long and how much it will take to upgrade partnership to ltd co?

    How long and how much will it cost to register a charitable trust

  16. I WOULD LIKE TO KNOW HOW MUCH IT WILL COST TO UPGRADE MY COMPANY FROM A SOLE PROPRIETOR TO A LIMITED?

  17. WILL I MAINTAIN MY BUSINESS NAME AFTER UPGRADING MY SOLE PROPRIETOR TO LIMITED LIABILITY COMPANY?

    • The sole proprietor will be closed but you will maintain the business name. For example, if your business name was “Murigi Enterprise”, it will change to “Murigi Enterprise Limited” after the upgrading is complete.

  18. How much does it cost to change Business name to Ltd company and how long does it take?

  19. Does Huduma Center offer this service? Changing from sole to ltd company?

  20. HOW MUCH DOES IT COST TO CHANGE SOLE PROPRIETORSHIP TO LIMITED?

  21. Oh, and also, how do you go from sole properietor to a LImited Liability partnership?

  22. Hello,
    Where can I find more information?
    Please let me know.
    Thank you.
    Dimple

  23. Why does the business name of the sole proprietor have to do again name search.

    For example: the name Fenesi was registered initially. When the sole proprietor then search the very same FIRST name. Wont it say it is already taken.

    Then in this case what shall happen?

    • Latifah, thanks for your question. What happens is that the Company Registrar won’t allow the registration of the business under a name that is already existed and will request for another name search to be performed.

      • Hi Enock. Can I upgrade from Sole proprietorship to Ltd company without changing my business name? Also, is it a must or a law in Kenya to have LTD displayed after the business name? I find it cumbersome.

        • Hello John, yes you can upgrade your company using the same name. For example, if your business name is “Njenga Construction”, then you can be able to use the same name and convert the company to be “Njenga Construction Limited”.

  24. how much do it cost to upgrade sole proprietor company to a Limited Liability Partnership

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