Converting a sole proprietorship or partnership into a private limited company in Kenya is done entirely through the eCitizen BRS Portal. The process involves two main stages: closing your existing business name through a cessation application, then registering a new limited company in its place. Most applicants complete the full conversion within 3 to 7 working days.
This move makes sense for growing businesses that need the legal protection of a separate corporate entity, or that want to attract investors and access larger financing facilities. Here is exactly how to do it, step by step.
Step 1: Cease Your Existing Business Name
Log into the eCitizen BRS Portal using the individual account of the proprietor or partner. Navigate to the Businesses section, click on your registered business name, and select the Maintain option.
Choose Cessation of Business Name, and when prompted for a reason, select Conversion rather than a standard dormant closure. This distinction matters because it links your old business record directly to the new company you are about to register.
Download the system-generated Form BN 6, the Notice of Cessation. Sign it, scan it, and upload it back to the portal. Pay the statutory cessation fee, which ranges from approximately KES 150 to KES 250, and submit your application for review. Once approved, you will receive a Certificate of Cessation.
Step 2: Register Your New Limited Company
Once cessation is approved, a conversion option becomes accessible directly on your old business name record. Select this option to begin registering a new Private Limited Company.
Propose three to five company names in order of priority during the name search. You can retain your existing business name if you wish, provided you append “Limited” or “LTD” to the end of it.
The portal auto-generates several incorporation documents that you must download, sign, scan, and re-upload. These include Form CR1, the application for company registration, Form CR2, your Memorandum of Association, Form CR8, covering the registered address of your directors, and the Articles of Association, where standard templates apply unless you are providing custom ones.
You will need to provide KRA PINs, National IDs or passports, and passport-sized colour photographs for all directors, shareholders, and beneficial owners. You must also declare your nominal share capital. The recommended minimum is KES 100,000, typically split into 1,000 shares at KES 100 each.
Pay the standard company incorporation fee of KES 10,750. Once the Registrar of Companies reviews and approves your application, download your Certificate of Incorporation directly from the portal.
Step 3: Complete Post-Registration Compliance
Your new limited company is a distinct legal entity from you personally, and it will receive its own unique company KRA PIN. Register this new entity for relevant tax obligations on iTax and activate eTIMS if your business requires electronic tax invoicing.
Read also:How to Register a Company in Kenya on eCitizen: Full Guide 2026
Update your county single business permit under the new company name, and register with NSSF and the Social Health Authority as a limited company employer if you have staff. Finally, open a new corporate bank account under your limited company’s name, since your old business name account cannot legally operate once the cessation is complete.
Why Businesses Make This Switch
Converting to a limited company separates your personal assets from business liabilities, a protection that sole proprietorships and partnerships do not offer. It also positions your business to take on investors, access larger credit facilities, and bid for government tenders that require formal corporate registration.
The KES 10,750 incorporation fee and the short cessation waiting period are a modest cost for the legal protection and growth opportunities that come with operating as a registered limited company in Kenya.