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Memorandum and Article of Association for Limited Company in Kenya

Memorandum of Association and Article of Association are crucial documents that are part of the requirements to register a Limited Company in Kenya.

Memorandum of Association

Memorandum of Association contains the information about the powers and objects of the company.

  • Nature of your Business – this involves the objects for which the Company is established. You can list as many of business activities that you would like the Memorandum of Association to cover about your company.
  • Share Capital –this involves the details of the share capital that the company can issue to its directors or shareholders. In Kenya the minimum share capital for any limited company to be register is KSh 100,000 divided into 1,000 shares equals to KSh 100 per share.
  • Share Allocation – this is usually the last page of the Memorandum of Association. It is where the names of the director(s) or  shareholders or members will be listed and also it will indicate the amount of shares each person will have based on the agreement between the company owners.
    • The director(s) or  shareholders or members will be required to give their full names (as shown on ID/Passport), postal address and occupation.
    • Original signatures will be required from each director(s) or shareholder(s) for this section.

Article of Association

Articles of association contains the rules and regulation based on the Company Act that will be governing the operations of the company.

  • Transfer of Shares – the procedure of transferring of shares by director(s) or shareholders has to follow a process that is enclosed on the Article of Association. For example, any member wishing to transfer their shares will need to give a notice in writing, a price of the shares needs to be agreed upon.
  • General Meetings – you can set the minimum quorum of members that requires for a general meeting to take place.
  • Voting Rules – every director(s) or shareholder(s) are entitled to one vote for every share they hold.
  • Numbers of Directors – the number of directors shall not be less than two [2] and, shall not exceed seven [7].
  • Add/Remove Director – the article of association explains the threshold of removing a director from the company.
  • Winding up – If you are looking to close your business, the article of association will give you directions on the process that you will need to follow within the law.
  • Arbitration – if there is any disputes or differences between directors or shareholders on company matters, then an arbitrator will be appointed to resolve the issues.

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