“A Memorandum of Association in Kenya is a statutory founding document required by the Companies Act, 2015, for every company registered through the Business Registration Service. It records the commitment of the founding members to form the company and take up shares. Without it, BRS can’t process your registration application or issue a Certificate of Incorporation.”
If you are in the process of registering a company in Kenya, you have almost certainly come across the term Memorandum of Association, or MOA. It sounds formal and weighty, but it isn’t nearly as complicated as people assume. In fact, one of the most common surprises for first-time founders going through the eCitizen BRS process is just how brief and straightforward the MOA actually is under the current law.
Read on to understand what the Memorandum of Association is in Kenya, what it must include, how it differs from related documents, and how to get one correctly filed. Ultimus Advisory handles MOA preparation and filing as part of the full company registration process, ensuring the document is completed accurately under the Companies Act, 2015.
Also Read: Company Registration Cost in Kenya 2026
What Does a Memorandum of Association in Kenya Mean?
Under Section 12 of the Companies Act No. 17 of 2025, Memorandum of Association (MOA) is a legal document signed by a company’s founding members (subscribers) stating that they intend to form a company under the law and agree to become its first members. If the company has share capital, each subscriber must also agree to take at least one share.
Once the MOA is signed, filed with the BRS, and the company is incorporated, its purpose is fulfilled. It remains on record as a permanent record of who founded the company and their original commitment.
Unlike the Articles of Association, which continue to govern the company throughout its life and can be amended by the members, the MOA can’t be changed after incorporation. It remains permanently on file at BRS as a record of who founded the company and what they agreed to at the point of formation.
What Must a Memorandum of Association Include in Kenya?
The MOA must capture the following core information:
- The names of all founding members, also called subscribers, with their full details including identification numbers and addresses
- A declaration by each subscriber that they wish to form a company under the Companies Act, 2015
- A confirmation that each subscriber agrees to become a member of the company
- For companies with share capital, a statement of the number of shares each subscriber agrees to take, with at least one share per subscriber
- The authentication of each subscriber, which under the current eCitizen-based process is completed digitally
The MOA doesn’t include:
- The company’s business activities or objectives
- The company’s share capital structure
- The registered office address
- The liability arrangements for members
These details are provided in other registration documents, mainly the Articles of Association and the Statement of Capital and Initial Shareholdings.
Different Types of Memorandum of Association in Kenya
The BRS prescribes a specific MOA format for each type of company registered in Kenya. You select the appropriate form based on the company structure you are registering, and it is available through the eCitizen portal when you complete the company registration application. Here is how the forms break down.
| Company Type | BRS Form | Who Uses It |
| Private Limited Company | CR2 | Most SMEs, startups, and investor-owned businesses |
| Public Limited Company | CR2 | Large companies seeking to list on the Nairobi Securities Exchange |
| Company Limited by Guarantee | CR3 | NGOs, charities, professional associations, clubs |
| Unlimited Company | CR4 | Companies whose members accept unlimited personal liability |
You can download all prescribed MOA forms directly from the BRS website or access them through your eCitizen account when completing the registration application.
What Are the Clauses of a Memorandum of Association in Kenya?
An MOA contains several key clauses that identify the company, define its legal status, and record the founders’ intention to incorporate the business. These include:
- Name Clause: States the company’s registered name. A private company limited by shares ends with “Limited (Ltd.)”, while a public company ends with “Public Limited Company (PLC).”
- Registered Office Clause: Confirms that the company’s registered office is located in Kenya.
- Objects Clause: States the business activities the company is authorized to undertake. Where applicable, these may also be set out in the Articles of Association.
- Liability Clause: Specifies whether the liability of the company’s members is limited by shares, limited by guarantee, or unlimited.
- Capital Clause: Sets out the company’s share capital and how it is divided into shares, where the company has share capital.
- Association (Declaration) Clause: Records the founders’ declaration that they wish to form the company and agree to become its first members.
- Subscription Clause: Lists the names, addresses, signatures, and share subscriptions of the founding members.
Together, these clauses establish the company’s legal identity and record the commitments made by its founders at the time of incorporation. They form part of the documents submitted during the company registration process.
Memorandum of Association vs Articles of Association: What Is the Difference?
People frequently confuse these two documents, which is understandable because they are submitted together during registration and both carry the word ‘association’. But they serve very different purposes, and knowing the difference matters both for your registration and for the long-term governance of your company.
| Question | Memorandum of Association | Articles of Association |
| What does it say? | We, the subscribers, agree to form this company and take shares | Here is how this company will be governed and run |
| When does it matter most? | At the point of formation only | Throughout the entire life of the company |
| Can it be amended? | No, it is fixed after incorporation | Yes, by special resolution filed with BRS |
| Does it restrict business activities? | No, under the current law | Only if the Articles include a specific objects restriction |
| What does it govern? | Who the founding subscribers are and their commitment to take shares | Directors, meetings, voting, shares, dividends, winding up |
| Is it the company’s constitution? | No | Yes, under Section 19 of the Companies Act, 2015 |
The simplest way to think about it is this: the MOA brings the company into existence, and the Articles govern how the company lives. You need both to register, but for the day-to-day operation of your business, your Articles of Association is the document that matters more.
What Is the Difference Between a Memorandum of Association and a Memorandum of Understanding?
Although they share the word memorandum, a Memorandum of Association (MOA) and a Memorandum of Understanding (MOU) serve completely different purposes.
| Memorandum of Association (MOA) | Memorandum of Understanding (MOU) |
| Required to register a company in Kenya | Used to record an agreement or understanding between two or more parties |
| Signed by the company’s founding members | Signed by the parties involved in the agreement |
| Forms part of the company’s permanent legal record | Does not form part of a company’s registration documents |
| Can’t be amended after the company is incorporated | Can be amended or replaced by mutual agreement |
| Used only for company incorporation | Used for collaborations, partnerships, joint ventures, and other business arrangements |
If you are registering a company, you need a Memorandum of Association. If you are setting up a collaboration or partnership arrangement between existing entities, you might need a Memorandum of Understanding. They are not interchangeable.
What Is the Main Function of the Memorandum of Association in Kenya?
The main function of the MOA under the Companies Act, 2015 is to formally record the founding members’ commitment to form the company and become its initial shareholders. It establishes the identity of the company’s subscribers at the moment of incorporation, and it provides BRS with the authenticated declaration it needs to process the registration application and issue the Certificate of Incorporation.
After incorporation, the MOA serves as an immutable historical record. Because it can’t be amended, it will always reflect who the original founders were and what they agreed to when the company was first formed. This can be relevant in disputes about the company’s formation history, in due diligence conducted by investors or acquirers, and in legal proceedings that require evidence of the company’s founding circumstances.
How to Get a Memorandum of Association in Kenya
The prescribed MOA form is generated as part of the BRS registration process on the eCitizen portal, and it’s completed using the information you enter during the application. Here is how the process works from start to finish.
- Log in to your eCitizen account and navigate to the BRS section
- Complete the name search for your proposed company name and wait for BRS approval, which typically takes one to two business days
- Begin the company registration application and fill in all required details, including the names and identification details of all founding subscribers, the number of shares each subscriber is taking, and the company type
- The system generates the prescribed MOA form in the appropriate format based on the company type you have selected, pre-populated with the subscriber details from your application
- Subscribers authenticate the MOA through the eCitizen platform, completing the digital signing process
- Submit the full registration package, including the MOA, Articles of Association, Statement of Capital, and other required documents, and pay the government registration fee
- Once BRS reviews and approves the application, the Certificate of Incorporation is issued, and the MOA becomes part of the company’s permanent BRS record
The MOA is available for download from your eCitizen account after registration. If you need a certified physical copy for banking, legal, or international purposes, you can request one directly from BRS.
While the process is straightforward, working with a professional company registration firm like Ultimus Advisory, especially if you have complex ownership structures, is the best way to avoid stress and ensure a smooth process.
Who Signs the Memorandum of Association in Kenya?
Every founding member of the company, meaning every subscriber named in the MOA, must authenticate the document. Under the eCitizen registration system, subscribers authenticate the MOA digitally instead of signing a physical document.
Each subscriber must:
- Provide their full name and identification details.
- State the number of shares they agree to take (for companies with share capital).
- Complete the digital authentication process on the eCitizen platform.
A private limited company can have a single subscriber or multiple subscribers, depending on its ownership structure.
To avoid delays during registration, each subscriber’s name should match the details on their identification document and KRA PIN records. Any mismatch may result in the BRS requesting corrections before processing the application.
Is the Memorandum of Association Mandatory in Kenya?
Yes. An MOA is a mandatory document for every company registered in Kenya. The BRS requires a completed and authenticated MOA before it can process a company registration application and issue a Certificate of Incorporation. Without it, the company can’t be legally incorporated.
The MOA serves as the founders’ formal declaration that they wish to form the company and become its first members. For companies with share capital, it also confirms the number of shares each subscriber agrees to take.
This requirement applies to all company types, including private limited companies, public limited companies, limited liability partnerships, companies limited by guarantee, and unlimited companies.
Practical Things to Know Before You File
Here are a few points that save time and prevent the most common errors during the MOA filing process.
Name consistency across all documents
The names of all subscribers in the MOA must match their national ID cards, passports, and KRA PIN certificates exactly, including middle names and any hyphenated names. Even a minor variation, such as using a nickname or omitting a middle name, can trigger a BRS query. Check every document before you begin.
The MOA can’t stand alone
The MOA is submitted as part of a package that includes the Articles of Association, the Statement of Capital and Initial Shareholdings for companies with share capital, and the Statement of Proposed Officers. BRS won’t process an application that is missing any of these components. Make sure all documents are ready before you initiate the submission.
Objects clauses are now in the Articles, not the MOA
If a bank, client, or institution asks to see your company’s objects or business activities, point them to the Articles of Association, not the MOA. Under the Companies Act, 2015, objects are either stated in the Articles as a voluntary restriction or left unrestricted entirely. They aren’t in the MOA.
Download and store the MOA after registration
Once your company is registered, download a copy of the MOA from your eCitizen account and store it securely. Because it can’t be amended, it is a permanent document and will occasionally be requested by institutions conducting due diligence on your company. Having it readily accessible avoids delays when it is needed.
Get Your MOA Right from the Start
A correctly prepared MOA is essential to registering a company in Kenya. Without it, the BRS can’t process your application or issue a Certificate of Incorporation.
At Ultimus Advisory, we handle the entire company registration process for you. This includes preparing your MOA, Articles of Association, and all other required registration documents, verifying your information, and filing the application with the BRS.
If you’re ready to register your company, contact Ultimus Advisory and let our team manage the process from start to finish.
FAQs
Can the Memorandum of Association be amended after a company is registered?
No. The Companies Act, 2015 doesn’t provide a mechanism for amending the MOA after incorporation. It is a founding declaration that is fixed at the point of registration. If shareholders, directors, or share capital change after incorporation, those changes are recorded through other BRS filings such as CR forms, not through changes to the MOA.
Where can I find the prescribed MOA template for my company type?
The prescribed MOA forms for all company types are available on the BRS website. The CR2 form applies to companies with share capital, the CR3 applies to companies limited by guarantee, and the CR4 applies to unlimited companies. These forms are also accessible directly through your eCitizen account when you initiate the company registration application.
Does a company limited by guarantee have a different MOA?
Yes. A company limited by guarantee uses the CR3 form. Since these companies don’t have share capital, the MOA doesn’t include share subscriptions. Instead, the founders agree to become members of the company.
Does the MOA confirm what business activities my company can do?
No. The MOA doesn’t list a company’s business activities. If a company chooses to limit the activities it can undertake, those restrictions are included in its Articles of Association, not in the MOA.
