Banks ask for a substantial file before opening a corporate account, and the list is not arbitrary. It is driven by anti-money-laundering law, by the Central Bank of Kenya’s supervision of banks and by each bank’s own customer due diligence standards. A company that prepares the file properly can open an account in a single process; one that does not can spend weeks correcting details.
Quick answer: expect the bank to ask for the certificate of incorporation, the constitution or memorandum and articles, a current company search such as the CR12, the company’s KRA PIN, identification and tax details for directors and signatories, a board resolution setting the account mandate, beneficial ownership information, and evidence of the business and source of funds. Requirements differ between banks, so request the checklist before you apply.
Why banks ask for so much
Banks owe statutory duties under the Proceeds of Crime and Anti-Money Laundering Act 2009 to identify their customers and understand the source of funds. The Central Bank of Kenya states that it supervises banks, mortgage finance companies and other financial institutions for compliance with that Act, and that it has issued an anti-money-laundering and combating the financing of terrorism guideline under the Banking Act. In practice this means the bank looks through the company to its beneficial owners, verifies who controls it and tests whether the activity described matches the documents.
A company is a separate legal person, but it can only act through people. The bank therefore has to identify both: the entity and the individuals behind it. That is why the file contains corporate documents and personal documents, and why inconsistencies between them cause delays.
Company documents
The core corporate documents are the certificate of incorporation, the constitution or memorandum and articles, and a current official search showing the directors, shareholders and any charges. The Business Registration Service is the registry for company records, and a company search is usually obtained in the form of a CR12. The company will also need its KRA PIN certificate and evidence of its registered office or principal place of business.
Where the company has recently changed directors, shareholders or officers, the register and the search should reflect the change before the account application is made. A search that shows an unfiled change, or a director who resigned on paper only, will be queried by the bank and can hold up the process.
Directors, shareholders and signatories
For each director and authorised signatory, expect the bank to require identification, a KRA PIN, specimen signatures and proof of address. The bank will also ask about beneficial ownership: the individuals who ultimately own or control the company, even where shares are held through another entity or by a nominee. That information must be consistent with the company’s own records and with any beneficial ownership filing made at the registry.
Foreign shareholders and directors add a layer. Foreign documents generally need certification, notarisation or legalisation, and sometimes translation. Ask the bank which form of authentication it accepts before the documents are executed abroad, because re-executing them later is slower than getting them right the first time.
The business and its funds
The bank will want to understand what the company does and where its money comes from. Depending on the business, that may mean licences or permits, contracts with customers or suppliers, invoices, a website and evidence of the premises. A regulated activity will usually require the relevant licence before the account is opened, and the bank may check the licence with the regulator.
Source-of-funds evidence is separate from the description of the business. The bank may ask for the company’s bank statements, the shareholders’ source of funds, the details of an expected initial deposit or the identity of the parties to a significant transaction. Prepare an explanation that matches the documents rather than a general statement that the funds are from business.
Documents at a glance
| Document | What it establishes | Common problem |
|---|---|---|
| Certificate of incorporation | The company exists and its registered name | Name differs from the trading name |
| Company search or CR12 | Current directors, shareholders and charges | Unfiled changes on the register |
| Constitution or memorandum and articles | Powers and internal rules | Restrictions on borrowing or mandates |
| KRA PIN certificates | Tax registration of the company and individuals | Details do not match other documents |
| Board resolution and mandate | Who may open and operate the account | Signatory not authorised on the register |
| Identification and proof of address | Identity of directors, signatories and owners | Expired documents or names that do not match |
| Licences and business evidence | The activity is lawful and real | Licence missing or not yet issued |
The account opening process
The process usually starts with a pre-application review, after which the bank issues its checklist and the account opening forms. The board resolution should name the account signatories, set limits where required and authorise the persons who will deal with the bank. Signatures should match the specimen cards and the identification documents, and the resolution should be adopted by a properly constituted board.
The bank may verify the business premises, screen the company and its owners against sanctions and adverse media lists, and require the account to be activated by an initial deposit. Once the account is open, changes to directors, signatories or beneficial owners should be notified to the bank promptly; an outdated mandate is a common reason for a payment being stopped.
Delays, cost and when to get advice
Most delays are caused by mismatches: names that differ across the certificate, PIN records and mandate, a signatory who is not on the register, missing identification, foreign documents that have not been legalised, or a business description that the documents do not support. A pre-opening review of the company’s records against the registry usually identifies these issues before the bank does.
Banks charge for account opening, maintenance and transactions according to their published tariffs, and the company may also incur legal and certification costs. Those amounts should be confirmed with the bank and with the advisers involved. Take advice where the ownership structure is layered, the company is newly incorporated, the activity is regulated, or the bank has raised a concern that is not clear. The firm’s banking and securities practice in Nairobi advises on account opening and mandates alongside company incorporation documents and CR12 and CR13 certificates.
Primary sources
- Companies Act 2015, Kenya Law.
- Business Registration Service: Companies Registry.
- Central Bank of Kenya: AML/CFT/CPF, for the anti-money-laundering framework applied to banks.
This article is general information, not legal advice.