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.
LinkedIn >>If you’re planning to register a new company in Kenya, one of the first documents you’ll encounter under Kenyan company law is the Memorandum of Association (MOA).
Whether you’re setting up a cleaning company in Nakuru, a cyber café in Kisumu, or a logistics firm in Nairobi – the Memorandum of Association and the Articles of Association form the foundation of your business registration process under the Companies Act, 2015.
In this guide, M&A Registrars explain what a Memorandum of Association in Kenya is, why it matters under company law, and how to prepare one correctly for successful registration on eCitizen through the Business Registration Service (BRS).
Table of Contents
Under the Companies Act 2015, the Memorandum of Association is a legal declaration by company founders (subscribers) stating their intention to form a company and become its initial shareholders.
It’s one of the key company registration documents required in Kenya, alongside the Articles of Association.
It’s basically a declaration that states: “We wish to form a company, become its members, and each take at least one share.”
Simply put, it’s your company’s birth certificate — confirming the company’s existence and ownership at incorporation.
Your Memorandum of Association is the first legal step in bringing your company to life.
Book a Free Consultation with M&A Registrars TodayThe main purpose of a Memorandum of Association in Kenya is to legally declare:
It’s the legal foundation that brings your company into existence — confirming who the initial shareholders are and how many shares each holds.
While the Articles of Association outline how the company will operate, the Memorandum of Association establishes the company’s identity and legal existence.
Before the Company Act, the MOA used to include your company’s objectives and powers — for example, whether your business could trade, borrow, or invest. But under the current law, those details are now captured in your Articles of Association.
No — they’re completely different documents.
| Document | Purpose | Common Use |
|---|---|---|
|
Memorandum of Association (MOA)
|
– Legal declaration to form a company under the Companies Act, 2015
|
– Required for company registration under the Companies Act.
|
|
Memorandum of Understanding (MOU)
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– Agreement between parties outlining collaboration intentions
|
– Used in partnerships or business deals
|
If you’re registering Tamu Bakers Limited, you need a Memorandum of Association, not an MOU.
The Memorandum of Association in Kenya is directly linked to the type of company you register under the Companies Act, 2015.
Each type of company has its own prescribed Memorandum format, which must be completed and signed by all founding members (also called subscribers).
In simple terms, the form of your Memorandum of Association in Kenya depends on whether your company is limited by shares, limited by guarantee, or has unlimited liability.
| Type of Company | Description | Prescribed Memorandum Form (BRS) |
|---|---|---|
|
Private Limited Company (Ltd)
|
– Owned by shareholders; transfer of shares is restricted.
|
|
|
Public Limited Company (PLC)
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– Shares can be offered to the public.
|
|
|
Company Limited by Guarantee
|
– Common for NGOs, charities, and non-profits; no share capital.
|
|
|
Unlimited Company
|
– Members’ liability is unlimited.
|
|
Each of these Memorandum forms is available on the Business Registration Service (BRS) through your eCitizen account, and must be completed as part of the company incorporation process.
The contents of a Memorandum of Association in Kenya are clearly outlined under Section 12 of the Companies Act, 2015.
These contents form the legal foundation of your company and confirm the key details that define its existence and ownership.
Every Memorandum of Association in Kenya must include the following details:
These core elements ensure that your company’s structure, ownership, and identity are properly established from the very start.
Pro Tip:
While the current format under the Companies Act, 2015 has been simplified, the traditional Memorandum of Association in Kenya typically contained a number of important clauses that explained the company’s key details and legal limits.
Each clause plays a distinct role in defining how the company is recognized under law and who its initial members are.
Here’s a breakdown of the main clauses of the Memorandum of Association in Kenya and what each one means:
| Clause | Meaning (In Simple Terms) |
|---|---|
|
Name Clause
|
– States the official company name, for example, “Bright Logistics Limited.” – The name must comply with the naming requirements set by the Business Registration Service (BRS) |
|
Registered Office Clause
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– Specifies the physical address of the company’s main office in Kenya, which determines its legal jurisdiction.
|
|
Liability Clause
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– Defines the extent of each shareholder’s liability — usually limited to the amount unpaid on their shares.
|
|
Capital Clause
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– Outlines the total share capital and how it is divided, for example, 1,000 shares valued at KES 100 each.
|
|
Subscription Clause
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– Lists all founding members (subscribers) and the number of shares each has agreed to take at incorporation.
|
Even though modern company registration through eCitizen uses simplified digital templates, these clauses remain important in understanding the structure and legal nature of a company in Kenya.
In practice, they serve as the foundation upon which the Articles of Association build the rules for how the company operates on a day-to-day basis.
Yes. Under the Companies Act, 2015, the Memorandum of Association is a mandatory document for all company registrations in Kenya.
Without a properly completed and signed MOA, the Business Registration Service (BRS) cannot issue your Certificate of Incorporation, which means your company cannot legally exist.
For example: if you’re registering a business like Soul’s Cakes Limited, your Memorandum of Association must be submitted alongside your Articles of Association through the eCitizen portal during company registration.
In short: no MOA, no official company. It’s the first and essential step in the company formation process under Kenyan company law.
We’ll help you draft and submit a compliant document that meets BRS requirements.
Book a Free Consultation with M&A Registrars TodayYes. Once signed and filed, the Memorandum of Association in Kenya becomes a legally binding declaration between the company and its founding members (subscribers).
It formally confirms ownership and membership, meaning that all subscribers are officially recognized as shareholders from the date of incorporation.
In essence, the MOA is not just a formality — it’s a legal document that establishes your company’s existence and the rights of its initial members under Kenyan company law.
Understanding the difference between the Memorandum of Association and the Articles of Association is key when registering a company in Kenya.
Both documents are essential, but they serve different purposes under the Companies Act, 2015.
| Document | Function | Example |
|---|---|---|
|
Memorandum of Association (MOA)
|
– Explains why the company exists and who the members are
|
– “We, the undersigned, wish to form a company and take one share each.”
|
|
Articles of Association (AOA)
|
– Explains how the company operates on a day-to-day basis
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– “Here’s how meetings, voting, and share transfers are managed.”
|
In Short:
Together, they form the core documents for company registration and governance in Kenya.
To understand Articles of Association in Kenya, take a look at our simple, step-by-step guide.
Let M&A Registrars guide you in preparing both correctly for smooth company registration.
Book a Free Consultation with M&A Registrars TodayUnder Kenyan company law, every company must have a Memorandum of Association in Kenya.
It is a mandatory document for all company types, regardless of size or purpose.
This includes:
In essence, the Memorandum of Association in Kenya is the first step in legally establishing any company, confirming the founders, ownership, and company type.
When preparing your Memorandum of Association in Kenya, you have two main options depending on your company’s needs and structure:
| How to Get or Draft a Memorandum of Association in Kenya |
|---|
|
Option 1: Use the Standard Template The Business Registration Service (BRS) provides a free prescribed MOA template via the eCitizen portal.
|
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Option 2: Request a Custom Draft For companies with complex ownership structures, multiple shareholders, or special compliance requirements, it’s best to work with a licensed Company Secretary or professional firm like M&A Registrars.
|
Tip: Even if you start with the standard template, you can later amend or customize your MOA through professional guidance to reflect any changes in ownership or structure.
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 TodayThe Memorandum of Association in Kenya must be signed by all founding members, also known as subscribers.
This step is crucial because it legally confirms who the company’s first shareholders are.
Each subscriber must:
When filing through eCitizen (BRS), digital signatures are fully accepted, making the process faster and more convenient.
In short, every founding member’s signature is a legal requirement under the Companies Act, 2015, confirming ownership and formalizing the company’s registration.
We’ll guide you through signing and submitting your Memorandum properly on eCitizen.
Book a Free Consultation with M&A Registrars Today1. What is a Memorandum of Association in Kenya?
2. Where can I get a copy of the Memorandum of Association in Kenya?
3. Can I download a Memorandum of Association template in Kenya?
4. Who drafts the Memorandum of Association in Kenya?
5. Can the Memorandum of Association be changed in Kenya?
The Memorandum of Association in Kenya may be a short document, but it is powerful and essential — it legally brings your business into existence under Kenyan company law.
At M&A Registrars, we guide entrepreneurs through the entire process of preparing, reviewing, and filing their Memorandum and Articles of Association in Kenya, ensuring full compliance with the Companies Act, 2015.
By getting your MOA right from the start, you secure a solid legal foundation for your company, whether you’re running a startup in Nairobi, an SME in Kisumu, or an NGO in Mombasa.
Book your free consultation today and let us help you register your company quickly, accurately, and with confidence.
Partner with M&A Registrars for expert guidance, legally compliant Articles, and peace of mind.
Book a Free Consultation with M&A Registrars TodayThis article is for general informational purposes only and does not constitute legal advice.
Always consult a licensed Company Secretary in Kenya like M&A Registrars or legal professionals before making company registration or compliance decisions.
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