Kenya VASP Licensing & Compliance Resource Centre
The central hub for licence categories, CBK/CMA jurisdiction, costs, AML and the transition deadline.
Read insight →Whether a Kenyan-incorporated company, a foreign company registering a Kenyan branch, or an entirely new local subsidiary is the right vehicle depends on the specific licence category and the applicant's own circumstances; this should be confirmed against the current Regulations for the relevant activity rather than assumed. This guide sets out the structuring questions to work through either way.
Incorporation vs branch registration: a distinction worth getting right
Kenyan company law distinguishes between incorporating a new Kenyan company under the Companies Act, 2015, and registering an existing foreign company to carry on business in Kenya as a branch. These are legally distinct routes with different ongoing obligations, and the correct route for a VASP applicant depends on the specific presence and licensing requirements applicable to the licence category sought. Do not assume that "incorporating a Kenyan company" is the only or default option without checking what the relevant licence category actually requires.
Shareholding and beneficial ownership
Whatever vehicle is used, the ownership structure should be built for transparency. Layered holding structures, common in international groups, are not prohibited but should be mapped clearly down to natural-person beneficial owners, since this transparency is central to fit-and-proper review. Where foreign investors are involved, confirm early whether any foreign ownership thresholds or approvals apply to the specific licence category.
Directors and governance from day one
Board composition should be planned with the fit-and-proper standard in mind from incorporation, not retrofitted before an application. See our governance and fit-and-proper guide for the standard directors are assessed against.
Capitalisation planning
Paid-up capital requirements for VASP licensing are a precondition of licensing, not a target to reach afterward. Structure your initial share capital, and any planned capital raising, so the applicable threshold for your licence category is met and evidenced before the application is filed. See our costs and capital guide.
Shareholder agreements and future ownership changes
A shareholder agreement addressing transfer restrictions, pre-emption rights and exit mechanics is worth putting in place before, not after, outside investors join the cap table. Because the Regulations are expected to require notification or approval of significant ownership changes once licensed, founders should build a cap table structure that will not trigger avoidable regulatory friction with routine fundraising rounds.
Timing: incorporate early, but not blindly
Incorporating the entity early gives time to build a genuine operating and governance track record before applying, which strengthens an application. However, incorporation should follow, not precede, a clear view of which licence category and regulator apply, since the entity's constitutional documents, share structure and board composition are easier to get right the first time than to restructure later.
Practical checklist
- Confirm whether Kenyan incorporation, branch registration, or another structure fits your specific licence category
- Map ownership down to natural-person beneficial owners before drafting constitutional documents
- Plan board composition against fit-and-proper expectations from the outset
- Size initial and planned capital against the requirements for your licence category
- Put a shareholder agreement in place before external investors join
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Structuring a new entity for a VASP application? We advise on incorporation, ownership structure and governance design alongside the licensing analysis itself.
Discuss your corporate structureFrequently asked questions
Must every foreign VASP applicant incorporate a new Kenyan company?
Not necessarily as a blanket rule. Whether Kenyan incorporation, branch registration or another route applies depends on the specific licence category and the applicant's circumstances, and should be confirmed against the current Regulations rather than assumed.
Can a Kenyan VASP be majority foreign-owned?
Any foreign ownership thresholds or approval requirements should be confirmed against the current Regulations for the specific licence category; this varies by category and should not be assumed either way.
Should we incorporate before or after confirming our licence category?
Confirm the likely licence category and regulator first. Incorporation, share structure and board composition are far easier to set up correctly from the outset than to restructure after filing an application.
Key legal sources
- Kenya Law — Virtual Asset Service Providers Act, 2025 (Act No. 20 of 2025)
- Kenya Law — Virtual Asset Service Providers Regulations, 2026 (Legal Notice No. 134 of 2026)
- Central Bank of Kenya and Capital Markets Authority public guidance on VASP licensing
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Read insight →The information on this website is general in nature, is not legal advice, and does not create an advocate-client relationship. Figures, fees, capital thresholds and procedural requirements under the Virtual Asset Service Providers Act, 2025 and the Virtual Asset Service Providers Regulations, 2026 should be confirmed against the current Gazette text and regulator guidance before action is taken. Regulatory requirements may also be supplemented by subsequent guidance, notices or licensing requirements issued by the CBK or CMA. Please contact Njau & Associates Advocates for advice on your specific circumstances.