Susan Maina is a Corporate Compliance Writer and Legal Researcher at M&A Registrars, a leading company secretarial and legal advisory firm. She specializes in developing clear, insightful content on Company Law, Corporate Governance, Regulatory Compliance, and Business Registration Services.
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If you’re planning to register a new company in Kenya, there are two key legal documents you’ll need before your business officially takes off:
Don’t worry — these sound more complicated than they actually are.
In this guide, M&A Registrars breaks down what Articles of Association in Kenya really mean, why they matter, and how to prepare and file them correctly — whether you’re launching a small bakery in Westlands, a logistics firm in Mombasa, or a tech startup in Kilimani.
So let’s dive right in!
Your Articles of Association are key to running your business smoothly from day one.
Book a Free Consultation with M&A Registrars TodayThink of the Articles of Association as your company’s rulebook — or even better, its “house rules.”
They outline how your company will be run:
In Short
If your Memorandum of Association explains why your company exists, then your Articles of Association explain how it operates day-to-day.
Yes — absolutely.
Under the Companies Act 2015, every company registered in Kenya whether public or private must have an Articles of Association.
Without them, your registration will not be approved by the Business Registration Service (BRS) on eCitizen.
For example,
If you’re registering a company e.g Soul’s Cakes, your Articles of Association will be uploaded alongside your Memorandum of Association during the online registration process.
We’ll help you prepare legally compliant Articles that protect your business and meet BRS requirements.
Book a Free Consultation with M&A Registrars TodayThink of the Articles of Association as your company’s rulebook — it sets out how your business will be run, how decisions are made, and how everyone (from shareholders to directors) plays their part.
Here’s a quick look at what’s usually inside:
| Section | What It Covers (in Simple Terms) |
|---|---|
|
Company Name and Type
|
– This spells out your official business name and structure — for example, BrightTech Limited (Private Company Limited by Shares).
|
|
Share Capital Structure
|
– Explains how shares are divided, who owns them, and what rights come with each share.
|
|
Transfer of Shares
|
– Sets out what happens when a shareholder wants to sell or transfer their shares to someone else.
|
|
Appointment of Directors
|
– Details who runs the company, how directors are appointed, and how they can be removed or replaced.
|
|
General Meetings
|
– Covers how meetings are held — from Annual General Meetings (AGMs) to special resolutions and voting rules.
|
|
Dividends and Accounts
|
– Lays out how profits are distributed and how financial records should be kept.
|
|
Winding Up |
– Explains the process if the company ever needs to close down — how assets are handled and liabilities settled.
|
In short, the Articles of Association are what keep your business fair, transparent, and well-governed — ensuring everyone knows the rules from day one.
In short — every company does.
Whether you’re setting up:
You’ll need to have Articles of Association as part of your registration.
Even small, family-owned businesses are required to include them.
If you’re still deciding which structure fits your business best, check out our full guide: Types of Companies in Kenya (2025 Guide)
Let M&A Registrars guide you in drafting Articles tailored to your company type and goals.
Book a Free Consultation with M&A Registrars TodayWhen drafting your Articles of Association, think of it as putting your company’s operating manual in writing.
The Companies Act, 2015 sets out what every company should include — the rules that guide how your business is structured, managed, and eventually, if needed, closed.
Here’s a quick breakdown of what should be inside:
| Key Section | What It Covers (in Simple Terms) |
|---|---|
|
Company Structure and Objectives
|
– Defines your company’s purpose, what it does, and how it’s organised.
|
|
Number of Members or Directors
|
– States how many shareholders and directors your company will have, and their basic responsibilities.
|
|
Meetings and Voting Rules
|
– Outlines how board and shareholder meetings are held, and how decisions are made or approved.
|
|
Share Issuance and Transfers
|
– Explains how new shares can be issued, and what happens when existing shares are sold or transferred.
|
|
Dividends and Capital Management
|
– Details how profits are distributed and how the company’s funds are managed.
|
|
Winding Up Procedures
|
– Provides the steps to follow if the company needs to dissolve or close down.
|
In essence, your Articles define how your company operates from day to day — who makes decisions, how ownership changes, and how profits (or losses) are handled.
Pro Tip:
It’s a great starting point — especially for new or small businesses — and can be customised later to fit your specific needs.
Simply put — they protect your business.
The Articles of Association act like your company’s rulebook, setting out how everything should run — from daily decisions to major shareholder matters.
They help you:
Think of it this way — if a disagreement ever arises about who can sign contracts, how profits should be shared, or when meetings are called, the Articles of Association become the final authority.
In short, they keep your company organised, fair, and protected — even when people change or opinions differ.
When you’re ready to register your company through the Business Registration Service (BRS), the Articles of Association are one of the key documents you’ll need to upload.
Here’s what the full submission usually includes:
| Required Document | Purpose |
|---|---|
|
Memorandum of Association
|
– Describes your company’s name, objectives, and share capital.
|
|
Articles of Association
|
– Sets out the rules on how your company will be managed and governed.
|
|
Statement of Nominal Capital
|
– Declares the company’s total authorised share capital.
|
|
Statement of Particulars |
– Lists details of all directors, shareholders, and the company secretary.
|
All these documents must be:
It’s a simple but important step — once approved, these documents officially bring your company to life.
The kind of Articles of Association your business needs will depend on the type of company you’re registering.
Each structure has its own set of rules and limitations — so it’s important to choose the right one from the start.
Here’s a simple breakdown:
| Type of Company | Key Features of Its Articles |
|---|---|
|
Private Limited Company (Ltd)
|
– Restricts share transfers and limits the number of shareholders. – Common for SMEs and family-owned businesses. |
|
Public Limited Company (PLC)
|
– Allows the company to offer shares to the public — ideal for larger or listed companies.
|
|
Company Limited by Guarantee
|
– Best suited for NGOs, charities, and non-profits. – No share capital — members guarantee a nominal amount instead. |
|
Unlimited Company
|
– Members have unlimited liability, meaning their personal assets can be used to cover company debts.
|
In short, your Articles should match your company’s purpose
A non-profit, for instance, will have very different governance rules compared to a profit-driven company seeking investors.
When it comes to getting your Articles of Association, you have two main paths:
1. Use the Standard Template (Table A) from the Companies Act
The Companies Act 2015 provides a ready-made template suitable for most businesses.
This is freely available on the BRS website and is perfect if your company has a straightforward structure or standard governance rules.
The BRS offers three types of model Articles, depending on your company type:
| Model Type | Download Link |
|---|---|
|
Public Companies Limited by Shares
|
|
|
Private Companies Limited by Shares
|
|
|
Companies Limited by Guarantee
|
2. Have a Custom One Drafted by a Professional
If your business has unique needs, multiple shareholders, or special rules, a professional firm — like M&A Registrars — can draft tailored Articles that suit your company’s goals.
This approach is common for –startups, fintech businesses, transport companies, or nonprofits, where standard templates might not capture all requirements.
Using these resources ensures your company starts off legally compliant, well-structured, and ready to operate smoothly — whether you choose the standard template or a customised version.
Our experts can help you choose the best approach and ensure your company starts off on solid legal footing.
Book a Free Consultation with M&A Registrars TodayPreparing your Articles of Association doesn’t have to be complicated.
Think of it as creating a roadmap for how your company will be run, from day one. Here’s a simple step-by-step process:
| Step | What To Do |
|---|---|
|
1. Decide Your Company Type
|
– Choose whether your business will be a Private Limited Company, Public Limited Company, or a Company Limited by Guarantee.
|
|
2. Choose a Template
|
– Start with the standard Table A from the Companies Act or work with a professional firm to get a customised draft.
|
|
3. Define Key Rules
|
– Clearly outline voting procedures, director roles, meeting protocols, and share transfer rules.
|
|
4. Review and Sign
|
– Ensure all founding members read and sign the Articles in front of a witness.
|
|
5. Submit via BRS
|
– Upload your signed Articles when registering your company through the Business Registration Service (BRS).
|
|
6. Keep a Copy
|
Retain a copy for future needs, such as opening a bank account or adding new investors.
|
Following these steps ensures your company starts on solid ground, with rules that are clear, fair, and legally compliant.
We’ll handle the drafting, reviewing, and filing of your Articles so you can focus on growing your business.
Book a Free Consultation with M&A Registrars TodayIn Kenya, all filings are completed online via the Business Registration Service (BRS) on the eCitizen portal.
Once your Articles of Association and other required documents are approved, you’ll receive your Certificate of Incorporation.
This certificate officially confirms that your company is legally recognized under Kenyan law and ready to operate.
Filing online makes the process faster, more transparent, and easier to track, giving your business a solid legal foundation from day one.
1. What are Articles of Association in Kenya?
2. Where can I get Articles of Association in Kenya?
3. What’s the difference between the Articles and the Memorandum of Association in Kenya?
4. Who drafts the Articles of Association in Kenya?
5. Can Articles of Association be changed later?
Your Articles of Association aren’t just paperwork — they form the very foundation of how your company operates.
They ensure order, fairness, and compliance as your business grows, keeping everything from decision-making to profit distribution clear and transparent.
Whether you’re just starting out or restructuring your company, taking the time to get your Articles of Association right is essential.
At M&A Registrars, we help Kenyan entrepreneurs draft, review, and file Articles that fully comply with the Companies Act 2015 — so you can focus on running and growing your business with confidence.
Book your free first consultation today and get expert guidance on company registration and compliance.
Partner with M&A Registrars for expert guidance, legally compliant Articles, and peace of mind.
Book a Free Consultation with M&A Registrars TodayThis guide is provided by M&A Registrars for general information purposes only. It is not legal advice.
Always consult a licensed company secretary or legal expert before making registration or compliance decisions.
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