Registration of a Charitable Organisation in Kenya and Foreign Charity Compliance; PBOs/NGOs, Foundations and Charitable Trusts

1. Introduction 

Kenya offers several legal structures through which local and international organisations can establish charitable, philanthropic, humanitarian, educational, religious, environmental and other public-interest initiatives. The appropriate structure depends on the organisation’s objectives, funding model, governance arrangements, intended beneficiaries, geographical reach and whether it is established by Kenyan founders or operates as part of an international organisation. 

An organisation seeking to undertake charitable activities in Kenya may consider registration as a Public Benefit Organisation (PBO), incorporation as a company limited by guarantee, establishment of a charitable trust, or registration under another applicable legal framework. International organisations may also consider establishing a Kenyan subsidiary or registering a local office or representative, depending on their intended activities and legal requirements. 

The legal and regulatory framework has undergone an important transition from the erstwhile Non-Governmental Organisations (NGO) regime to the statutory Public Benefit Organisations framework. Organisations establishing a presence in Kenya must therefore consider not only the legal form of the entity but also the applicable registration regime, transitional requirements, regulatory approvals, immigration permissions and tax treatment. 

Importantly, registration, tax exemption and authority to conduct regulated activities are distinct legal matters. Incorporating a non-profit entity does not automatically confer charitable tax-exempt status, and a tax exemption does not necessarily remove the obligation to register with the regulator responsible for the organisation’s activities. 

This article outlines the principal options for registering a charitable organisation in Kenya, the transition from the former NGO regime, the role of the Public Benefit Organizations Regulatory Authority (PBORA), the considerations applicable to foreign organisations, immigration and work permits, sector-specific regulators, and the principal compliance obligations to address before commencing operations. 

2. The Public Benefit Organisations regime in Kenya 

The Public Benefit Organisations Act, 2013 establishes a statutory framework for organisations established to advance public benefit rather than distribute profits to private owners. The Act provides for the registration and regulation of qualifying public benefit organisations through the Public Benefit Organizations Regulatory Authority (PBORA). 

The PBO framework is particularly relevant to organisations undertaking activities such as poverty alleviation, healthcare, education, environmental conservation, humanitarian assistance, community development, human rights, social welfare and other recognised public-benefit purposes. 

A qualifying organisation may apply for registration under the PBO regime, subject to the applicable statutory requirements and regulatory procedures. Registration involves consideration of the organisation’s constitution or governing instrument, objectives, governance arrangements, proposed activities and other prescribed information. 

The PBO framework is generally suitable for organisations that intend to operate as independent, non-profit, public-benefit institutions, whether their activities are local, national or international. 

2.1 The former NGO regime and transition to the PBO framework 

Before the operationalisation of the PBO framework, non-governmental organisations were principally regulated under the Non-Governmental Organizations Co-ordination Act, 1990 and the associated institutional and administrative arrangements. 

The Public Benefit Organisations Act, 2013 was enacted to establish a more comprehensive framework for the registration, regulation and accountability of organisations pursuing public-benefit purposes. However, enactment of the legislation and its commencement were separate events. For many years, implementation was delayed, and the former NGO regulatory arrangements continued to play a central role in the administration of NGOs in Kenya. 

The Public Benefit Organisations Act commenced on 14 May 2024, marking an important transition in Kenya’s legal framework for public-benefit organisations. The transition has implications for new organisations seeking registration as well as organisations previously registered under the former NGO regime. 

The Public Benefit Organisations Regulations and the applicable administrative procedures must also be considered when determining the current requirements for registration, governance, reporting and other regulatory matters. Organisations should confirm the applicable version of the Regulations, commencement provisions, transitional arrangements and current filing procedures with PBORA before lodging an application. 

2.2 Existing NGOs and new organisations 

An organisation previously registered as an NGO should not assume that its former registration status, certificates or compliance arrangements can be disregarded or that every aspect of its legal status automatically changes merely because the PBO Act has commenced. 

Existing organisations should establish whether they are required to transition, regularise their registration, update their particulars or comply with any prescribed transitional or continuing obligations. The position should be assessed against the applicable statutory provisions, regulations, notices and directions issued by PBORA. 

New organisations should determine the correct registration route before commencing operations. In particular, they should distinguish between registration under the PBO framework, incorporation as a company limited by guarantee, establishment of a trust and other legal forms that may be available for their proposed activities. 

2.3 The role of the Public Benefit Organizations Regulatory Authority 

PBORA is the principal statutory authority responsible for the registration and regulation of PBOs under the applicable framework. 

Its regulatory functions and procedures are relevant to organisations seeking to establish a new public-benefit organisation, existing organisations navigating the transition from the former NGO regime, and foreign organisations seeking to undertake activities in Kenya within the PBO framework. 

Depending on the organisation’s circumstances, the registration process may involve review of its governing documents, objectives, management and governance arrangements, proposed activities and other prescribed information. 

Registration with PBORA does not eliminate the need to obtain other approvals required by law. An organisation operating a school, hospital, healthcare programme, financial service, child-care facility or other regulated activity may need to obtain approvals from the relevant sector regulator in addition to its PBO registration. 

2.4 Key considerations for PBO registration 

An organisation considering PBO registration should establish: 

• A clear public-benefit purpose and defined charitable or other qualifying objectives. 

• A constitution or governing instrument that regulates its membership, governance, decision-making and accountability. 

• Appropriate management and oversight arrangements. 

• Rules governing the use of income and assets for the organisation’s stated purposes. 

• Appropriate financial controls, accounting systems and reporting procedures. 

• Compliance with applicable requirements concerning registration, annual reporting and changes to the organisation’s particulars. 

2.5 PBO registration and other legal requirements 

PBO registration should not be treated as a substitute for every other licence, registration or approval that an organisation may require. Depending on its activities, a PBO may need additional approvals relating to education, healthcare, child protection, social services, research, immigration, employment, fundraising or other regulated sectors. 

An organisation should also determine whether it requires separate tax registration and whether it qualifies for income tax exemption under the applicable tax legislation. 

3. Company limited by guarantee 

A company limited by guarantee is another commonly considered structure for establishing a charitable institution, foundation, professional association, educational initiative or other non-profit undertaking. 

It is incorporated under the Companies Act, 2015 and is governed by a constitution, including its memorandum and articles of association as applicable to the incorporation process. Unlike a company limited by shares, a company limited by guarantee does not ordinarily have share capital. Its members undertake to contribute an agreed amount towards the company’s assets if it is wound up, subject to the terms of the guarantee and applicable law. 

This structure can be appropriate where the founders require a separate legal person with defined governance arrangements, continuing existence and the capacity to enter into contracts, employ staff, hold property and receive funding. 

3.1 Principal features 

A company limited by guarantee may be suitable for: 

• A charitable foundation established by individuals, a family or a corporate group. 

• An educational, research, cultural or healthcare institution. 

• A non-profit association requiring a corporate legal identity. 

• A philanthropic initiative funded by donors, grants or institutional contributions. 

• A local operating entity established to implement a foreign organisation’s charitable programmes. 

The company’s constitutional documents should clearly state its non-profit objectives, restrictions on distributions to members, arrangements for applying its income and assets, and the destination of its assets on dissolution, subject to applicable law. 

3.2 Is a company limited by guarantee automatically a PBO? 

No. Incorporation as a company limited by guarantee and registration as a PBO are separate legal questions. A company limited by guarantee does not automatically acquire PBO status merely because it pursues charitable objectives. 

Where the organisation intends to operate within the PBO regime, it should assess whether it must also obtain PBO registration and how the requirements of the two frameworks apply to its circumstances. The applicable transition, recognition or registration procedures should be confirmed with the relevant authorities. 

A company limited by guarantee is also not automatically exempt from corporation tax or other taxes. Any available exemption must be considered separately under the relevant tax legislation. 

4. Charitable trusts and foundations 

A charitable trust is another potential structure for holding and administering assets for charitable purposes. It can be particularly useful for philanthropic endowments, family foundations, scholarship funds, medical assistance programmes, religious activities, community development and long-term social investment. 

A trust ordinarily involves the dedication or settlement of assets to trustees, who hold and administer those assets in accordance with the trust instrument and applicable law for the benefit of the specified beneficiaries or charitable purposes. 

Unlike a company limited by guarantee, a trust is not ordinarily structured around corporate membership. Its governance instead centres on the trustees, the trust instrument and the duties imposed by law. 

4.1 Establishing a charitable trust 

The process generally requires consideration of: 

1. The charitable purpose: The objectives should be clearly defined and consistent with applicable law. 

2. The trust instrument: The deed should address the appointment and removal of trustees, their powers and duties, the administration of the trust fund, investment powers, distributions, conflicts of interest and amendment procedures. 

3. The trust property: The assets to be settled on the trust should be identified and transferred in accordance with the applicable requirements. 

4. Registration and legal formalities: The applicable procedure for registering the trust, its trustees and any relevant trust instrument must be established, including requirements under the Trust Administration Act where applicable. 

5. Tax treatment: The trust’s tax obligations and eligibility for any charitable exemption should be assessed independently. 

The appropriate legal route will depend on the nature of the trust, the assets involved, the intended duration, the identity of the trustees and the purposes for which the trust is established. 

4.2 Charitable trust versus a company limited by guarantee 

A trust may be preferable where the principal objective is to hold and administer dedicated charitable assets under trustee governance. A company limited by guarantee may be more suitable where the organisation requires a corporate operating structure with members, directors and a formal institutional governance framework. 

The two structures can also be used in complementary ways. For example, a charitable trust may hold an endowment and provide funding to a separately incorporated operating entity that implements charitable programmes, subject to appropriate governance, tax and regulatory arrangements. 

4.3 The use of the word “foundation” 

The term foundation describes the identity or purpose of an organisation; it does not, by itself, determine its legal status in Kenya. An organisation described as a foundation may be constituted as a company limited by guarantee, a trust, a PBO or another legally recognised entity. 

The founders should therefore identify the legal structure and registration route rather than assuming that a separate registration category exists merely because the organisation intends to use the name “foundation”. 

5. Foreign charitable organisations establishing a presence in Kenya 

An international charity, foreign foundation, overseas non-governmental organisation or philanthropic institution seeking to operate in Kenya should determine whether it intends to establish an independent Kenyan entity or operate through its existing foreign organisation. 

The principal considerations include the degree of operational independence required, the identity of the contracting party, ownership and control of assets, donor requirements, employment arrangements, tax exposure and the organisation’s intended activities. 

Two broad approaches merit consideration: establishing a local subsidiary or registering an appropriate local presence of the foreign organisation. 

5.1 Kenyan subsidiary or locally incorporated entity 

A foreign charitable organisation may consider establishing a Kenyan company limited by guarantee or another appropriate local entity to implement its programmes. 

A locally incorporated entity has its own legal identity, distinct from that of its foreign parent or sponsoring organisation. Subject to its constitutional documents and applicable law, it can enter into contracts, employ personnel, hold assets, receive grants and manage its local operations. 

This arrangement may be appropriate where the international organisation intends to establish a substantial, continuing presence in Kenya, employ a local team, enter into local funding agreements or maintain distinct local governance and financial arrangements. 

The relationship between the foreign organisation and the Kenyan entity should be documented carefully. Relevant matters include funding arrangements, use of intellectual property and branding, allocation of programme responsibilities, reporting obligations, transfer of funds, related-party transactions and accountability to donors. 

A locally incorporated entity should not be assumed to qualify automatically for PBO registration or tax exemption. Its eligibility must be assessed under the relevant legal frameworks. 

5.2 Local office, branch or representative 

Where an international organisation wishes to operate in Kenya without creating a separate Kenyan legal person, it should consider whether the applicable legal framework permits registration of its existing foreign entity or establishment of a local office or representative. 

The appropriate route depends on the organisation’s legal form and the nature of its proposed activities. A foreign charitable organisation should not assume that the foreign-company registration regime under the Companies Act is, by itself, the correct route for a foreign non-profit or PBO. 

Where the organisation falls within the PBO framework, it should assess the registration requirements applicable to foreign organisations, including any prescribed documentation, local governance or representation requirements, and conditions governing its Kenyan operations. 

A local representative or liaison officer may be required or appropriate under the relevant registration framework. However, appointing a liaison officer is not, by itself, a substitute for any registration that the law requires. 

The organisation should confirm whether its proposed representative may act only as a liaison or may also exercise authority to contract, employ personnel, manage funds, supervise programmes or represent the organisation before regulators. These responsibilities should be reflected in a formal appointment and appropriate internal authorisations. 

5.3 Choosing between a subsidiary and a local representative 

A separate Kenyan entity may provide greater operational independence and clearer separation of local assets, liabilities and governance. A registered local presence of the foreign organisation may be more appropriate where the foreign organisation intends to retain direct responsibility for its Kenyan activities. 

The choice should be made after considering the relevant regulatory route, funding conditions, tax implications, employment arrangements, liability exposure and the organisation’s long-term plans. 

5.4 International organisations and liaison arrangements 

Some international charities, humanitarian institutions, development agencies and donor-funded programmes operate through special arrangements, headquarters-based structures or recognised international organisations. Their registration and local representation requirements should be assessed according to their legal status, applicable legislation and any relevant privileges or immunities. 

A liaison officer should not be confused with a branch, subsidiary, authorised representative or locally registered PBO. Each arrangement has different implications for contracting, employment, financial administration, tax, immigration and legal responsibility. 

6. Other registration routes and sector-specific structures 

Not every organisation undertaking activities that benefit the public must necessarily adopt the same legal form. The appropriate route depends on its purposes, activities, funding model and the statutory framework governing the sector. 

Other potentially relevant structures include the following. 

6.1 Societies and associations 

An association may consider registration under the Societies Act where the structure and activities fall within that framework. This may be relevant to certain membership organisations, clubs, associations and other bodies formed to pursue common objectives. 

The founders should assess whether the Societies Act is appropriate for the proposed organisation and whether any additional requirements arise because of its charitable or public-benefit activities. 

6.2 Religious organisations 

Churches, ministries, religious associations and faith-based charitable initiatives may need to consider the legal form appropriate to their particular activities and circumstances. Depending on the proposed structure, this may involve a trust, a company limited by guarantee, an applicable religious-organisation registration route or another recognised framework. 

Registration of the institution should be distinguished from any separate approvals required for schools, hospitals, social services or other regulated activities operated by the institution. 

6.3 Community-based organisations 

A community initiative may qualify for registration under the applicable community-based organisation framework, subject to the relevant requirements. This can be worth considering for locally focused projects operating within a defined community. 

However, community-based registration should not be assumed to provide the same legal status, fundraising capacity, regulatory treatment or tax benefits as PBO registration. The organisation should assess whether the proposed activities and scale of operations require a different structure or additional registration. 

6.4 Charitable activities conducted through an existing entity 

In some circumstances, a company, trust, religious institution or other existing legal person may undertake charitable activities as part of its permitted objects. This does not necessarily mean that it qualifies for PBO registration or a charitable tax exemption. 

The organisation should review its governing documents, regulatory obligations and tax position before commencing the activities or representing donations as tax-deductible. 

7. Tax exemption and charitable status in Kenya 

One of the most important issues when establishing a charitable organisation in Kenya is the distinction between legal registration and tax exemption. 

An organisation may be incorporated or registered to pursue charitable purposes without automatically becoming exempt from income tax. Tax treatment must be assessed under the applicable provisions of the Income Tax Act, relevant regulations and administrative requirements of the Kenya Revenue Authority (KRA). 

The applicable exemption framework may require consideration of the organisation’s objects, actual activities, use of income, application of funds, governance arrangements, beneficiary class, supporting documentation and compliance history. 

7.1 Matters to consider when applying for charitable tax exemption 

An organisation seeking tax-exempt treatment should assess: 

• Whether its purposes and activities fall within the applicable exemption provisions. 

• Whether its governing documents contain appropriate restrictions on the distribution and application of income and assets. 

• Whether its income is applied to qualifying charitable or public-benefit purposes. 

• Whether the organisation must make a formal application and obtain an exemption certificate. 

• Whether the exemption covers the particular income or transaction in question. 

• Whether separate obligations arise in respect of PAYE, withholding tax, VAT, employment taxes, property transactions or other taxes. 

An income tax exemption should not be treated as a blanket exemption from every tax. Nor should it be assumed that donations, grants, investment income, rental income or proceeds from asset disposals necessarily receive identical treatment. 

7.2 Donations and donor deductibility 

The tax treatment of donations requires separate consideration. A donor should not assume that a contribution to an organisation is deductible merely because the recipient is registered as a charity, PBO, trust or company limited by guarantee. 

The organisation and its donors should confirm the applicable statutory conditions, documentation requirements and the status of any relevant tax exemption before relying on a deduction. 

7.3 Public benefit and private benefit 

A charitable organisation should ensure that its income and assets are applied consistently with its stated purposes and applicable law. Arrangements that improperly confer private benefits on founders, trustees, directors, members or related parties may undermine its charitable character or affect its tax position. 

Reasonable remuneration for genuine services, properly authorised expenditure and transactions conducted on appropriate terms should be distinguished from distributions that are inconsistent with the organisation’s legal and charitable obligations. 

8. Work permits and immigration compliance for charitable organisations 

International charities and foreign non-governmental organisations frequently require foreign personnel to undertake management, technical, humanitarian, development, medical, educational, religious or other specialised activities in Kenya. 

The organisation’s registration does not automatically authorise foreign nationals to work in Kenya. Immigration permission must be considered separately, taking account of the individual’s role, the organisation’s legal status, the nature of the assignment, the proposed duration of stay and the applicable provisions of the Kenya Citizenship and Immigration Act, 2011 and the relevant regulations. 

The appropriate permit or pass should be determined from the actual circumstances rather than solely from the fact that the sponsoring organisation is charitable or non-profit. 

8.1 Class I work permit: approved religious or charitable activities 

Class I may be relevant to a person approved to engage in religious or charitable activities under the applicable immigration framework. 

This category may warrant consideration where an eligible religious worker or missionary is to be based in Kenya. The organisation and applicant should establish that the proposed activities meet the relevant criteria and satisfy the documentary and approval requirements. 

The organisation should not assume that every employee of a religious or charitable organisation qualifies for Class I. An individual undertaking an ordinary employment role, specialist technical work or management duties may require a different immigration category, depending on the circumstances. 

8.2 Class P work permit: international organisations 

Class P is associated with qualifying personnel of international organisations, subject to the applicable immigration framework and the relevant status of the employing organisation. 

It may be relevant to eligible personnel working for recognised international organisations, including qualifying international or intergovernmental institutions. However, a charitable organisation does not automatically qualify as an international organisation for this purpose merely because it operates in multiple countries or receives international funding. 

The organisation’s legal status, recognition and eligibility under the relevant immigration provisions should be established before relying on this category. 

8.3 Class Q work permit: eligible international organisation employment 

Class Q should also be considered where the relevant immigration framework provides for eligible employment with qualifying international organisations or other specified organisations. 

The precise eligibility requirements and documentary conditions must be checked against the current immigration regulations and the applicant’s circumstances. The organisation should establish whether it falls within the class, whether the particular position qualifies and whether a different permit or pass is required. 

8.4 Selecting the correct immigration category 

Class I, Class P and Class Q should not be treated as interchangeable categories. Their applicability depends on the legal basis for the individual’s presence and work in Kenya. 

For example, a foreign national undertaking approved charitable activities may need to be assessed differently from a specialist employed by a recognised international organisation. A foreign employee of a locally incorporated Kenyan charity may also require an immigration category appropriate to the employment arrangement rather than one reserved for international organisations. 

Depending on the circumstances, other work permit categories, special passes, dependant permissions or other immigration arrangements may need to be considered. The organisation should obtain appropriate advice before the individual commences work. 

8.5 Immigration documentation and employer compliance 

Depending on the relevant category, an application may require the organisation’s registration documents, a description of its activities, a letter explaining the proposed role, evidence of the applicant’s qualifications, details of the assignment and other prescribed information. 

The organisation should also consider the immigration position of dependants accompanying foreign personnel, the validity and renewal of permits, the conditions attached to the authorisation and any restrictions on changes of employer or duties. 

Work permits and immigration permissions are administered under the relevant immigration framework by the Department of Immigration Services and the competent authorities. The appropriate application route and current requirements should be verified before submission. 

9. Sector-specific regulators and approvals 

PBO registration, company incorporation or trust registration does not authorise an organisation to undertake every activity associated with its charitable mission. Where the organisation delivers regulated services, it may require separate licences, approvals or registrations from the relevant sector regulator or government department. 

The relevant authority depends on the nature of the activity, the beneficiaries served, the location of the programme and whether the organisation is operating a facility, providing professional services, distributing regulated products or managing a specialised programme. 

Examples of sector-specific considerations include: 

• Education: Organisations establishing schools, training institutions or other regulated educational facilities should determine the applicable requirements administered by the Ministry of Education and the relevant education authorities. 

• Healthcare: Charities operating hospitals, clinics, laboratories or other healthcare facilities should consider the requirements of the Ministry of Health, the relevant health-facility regulators and professional regulatory bodies. 

• Children and child protection: Organisations providing child-care, child-protection, adoption-related or other regulated services should identify the applicable requirements under the Children Act and the relevant authorities, including the Directorate of Children Services where appropriate. 

• Social services and community programmes: Depending on the activity, additional requirements may arise under the relevant social-development, disability, community or public-service framework. 

• Research: Organisations undertaking regulated research should establish whether approvals are required from the National Commission for Science, Technology and Innovation and any applicable ethics or sector-specific review body. 

• Environment and conservation: Organisations undertaking regulated environmental projects should consider the National Environment Management Authority and any relevant land, wildlife, forestry, water or conservation authorities. 

• Financial services and microfinance: Organisations proposing to provide regulated financial services, credit, deposit-taking or related activities should establish whether approval from the Central Bank of Kenya or another competent regulator is required. 

• Data protection: Organisations processing personal data should assess their obligations under the Data Protection Act, 2019 and whether registration with the Office of the Data Protection Commissioner is required. 

• Fundraising and public collections: The organisation should determine whether any applicable public-collection, county, event, gaming or other fundraising approvals are required for its proposed activities. 

• Employment and workplace compliance: Charitable status does not generally remove obligations relating to employment law, workplace safety, statutory deductions and the lawful engagement of foreign personnel. 

These examples are not exhaustive. Some programmes may be governed by several regulators at the same time. A charity operating a school, for instance, may need both appropriate organisational registration and the approvals required to operate the educational institution. 

A regulatory assessment should therefore be undertaken at the programme level, rather than assuming that the organisation’s general registration is sufficient for every activity. 

10. Governance, funding and ongoing compliance 

Registration is the beginning of the organisation’s compliance obligations, not the end. The organisation should establish appropriate governance, financial management and reporting systems before commencing operations. 

The principal requirements will depend on its legal form, registration status, funding sources and activities, but may include the following: 

• Maintaining current constitutional documents, trust instruments, registers and governance records. 

• Holding meetings and documenting decisions in accordance with the governing instrument and applicable law. 

• Preparing financial statements, maintaining accounting records and arranging audits where required. 

• Filing annual returns, regulatory reports and changes in registered particulars. 

• Maintaining appropriate bank accounts, financial controls and authorisation procedures. 

• Complying with employment, immigration, workplace safety and data protection requirements. 

• Meeting donor reporting, grant management and anti-fraud obligations. 

• Obtaining sector-specific approvals where required. 

• Complying with applicable anti-money laundering, counter-terrorism financing and sanctions requirements relevant to the organisation and its activities. 

Organisations receiving international grants or donations should pay particular attention to funding agreements, restrictions on the use of funds, foreign exchange arrangements, reporting obligations and the documentation supporting the receipt and application of funds. 

Organisations working with children, vulnerable adults, patients or other protected groups should also implement appropriate safeguarding policies and operational controls. 

Foreign organisations should additionally maintain a clear distinction between the responsibilities of their international headquarters, any local representative or liaison officer, and any separately incorporated Kenyan entity. This is particularly important where the organisation receives funds from overseas donors, employs foreign personnel or operates under international grant agreements. 

11. How to choose the appropriate structure 

The appropriate legal structure should be selected after considering the organisation’s purpose, governance, funding model, intended beneficiaries and operational requirements. 

These structures are not necessarily mutually exclusive. In appropriate circumstances, an organisation may need to combine incorporation, PBO registration, tax registration, tax-exemption approval and sector-specific licensing. 

12. Recommended steps before registration 

Before selecting a registration route, the founders or sponsoring institution should undertake a preliminary legal and operational assessment. 

Step 1: Define the organisation’s objectives. Identify the intended beneficiaries, activities, geographical coverage and proposed funding sources. 

Step 2: Identify the appropriate legal structure. Determine whether the organisation should be constituted as a PBO, company limited by guarantee, charitable trust, eligible association or another appropriate entity. 

Step 3: Establish the governance arrangements. Identify the founders, members, trustees, directors or governing body, and determine how decisions will be made and accountability maintained. 

Step 4: Determine the applicable registration route. Confirm the relevant regulator, eligibility requirements, documents, fees and any additional approvals. For foreign organisations, determine whether a local entity, registered foreign presence or local representative is appropriate. 

Step 5: Prepare the governing documents. Ensure that the constitution, articles or trust deed accurately reflect the organisation’s objectives, governance, financial controls and restrictions on the application of its income and assets. 

Step 6: Assess tax obligations and exemptions. Determine the applicable tax registrations, filing obligations and eligibility for charitable tax-exempt treatment. 

Step 7: Establish operational compliance. Put in place accounting, banking, employment, data protection, safeguarding, reporting and donor-management arrangements appropriate to the organisation. 

Step 8: Confirm authority to commence regulated activities. Obtain any additional licences or approvals required for the particular programmes or services before commencing operations. 

Step 9: Assess immigration requirements. Where foreign personnel will work in Kenya, identify the appropriate permit or pass, assess the organisation’s eligibility to sponsor the application and ensure that the required authorisation is obtained before work begins. 

Step 10: Establish ongoing regulatory compliance. Maintain a compliance calendar covering PBORA or other relevant regulatory filings, corporate or trust obligations, tax submissions, immigration renewals, sector licences and donor reporting. 

13. Frequently asked questions about registering a charity in Kenya 

How do I register a charitable organisation in Kenya? 

The first step is to identify the appropriate legal structure. Depending on the organisation’s objectives and circumstances, it may be appropriate to register as a PBO, incorporate a company limited by guarantee, establish a charitable trust or adopt another legally recognised structure. The organisation should then complete the applicable registration process and assess its tax and sector-specific obligations. 

What is the difference between NGO registration and PBO registration in Kenya? 

The former NGO regime was principally governed by the Non-Governmental Organizations Co-ordination Act, 1990. The Public Benefit Organisations Act, 2013 subsequently established the statutory PBO framework and commenced on 14 May 2024. Existing organisations and new applicants should establish the current registration, transitional and compliance requirements applicable to their circumstances. 

Is PBO registration mandatory for every charitable organisation? 

Not necessarily. The appropriate registration route depends on the organisation’s legal form, activities and the legislation governing it. However, an organisation should not assume that registration under another legal framework automatically exempts it from PBO registration requirements where those requirements apply. 

Can a foreign charity establish a subsidiary in Kenya? 

A foreign charity may consider establishing a locally incorporated entity, subject to the applicable legal and regulatory requirements. A company limited by guarantee may be appropriate for certain non-profit operations. The organisation should separately assess whether PBO registration or other approvals are required. 

Does a foreign NGO need a local representative or liaison officer? 

The applicable requirements depend on the organisation’s legal status, the registration route and the relevant statutory or administrative requirements. A local representative or liaison officer may be required or appropriate in certain circumstances, but the appointment does not itself replace any mandatory registration. 

Can a charitable trust be registered in Kenya? 

A charitable trust may be established under the applicable legal framework, with appropriate trust documentation, trustees, charitable purposes and registration formalities. The organisation should assess whether registration under the Trustees (Perpetual Succession) Act or another applicable procedure is appropriate to its particular structure. 

Are charities automatically exempt from tax in Kenya? 

No. Incorporation or registration as a PBO, NGO, trust or company limited by guarantee does not automatically establish entitlement to charitable income tax exemption. The organisation should assess the applicable provisions of the Income Tax Act and the relevant KRA requirements and obtain any approval required. 

Which work permits may apply to foreign employees of charitable organisations? 

Depending on the circumstances, Class I, Class P or Class Q may warrant consideration, but these categories are not interchangeable. Eligibility depends on the applicant’s proposed activities, professional qualifications, nationality and employment arrangement, the sponsoring organisation’s legal status and any category-specific requirements. Other permit classes may also be applicable. The applicable immigration requirements should be confirmed and any required permit or authorisation obtained before the individual commences work.  

Can a PBO operate a school or hospital? 

A PBO may undertake educational or healthcare activities where its objects and applicable law permit, but it may also need separate approvals from the relevant education, health and professional regulators. PBO registration alone should not be treated as a licence to operate every regulated facility. 

Can an organisation use the name “foundation” without registering as a PBO? 

The word “foundation” does not itself determine an organisation’s legal status. The organisation must select and establish an appropriate legal structure, comply with the relevant registration requirements and assess whether PBO registration is also required. 

14. Conclusion 

Kenya provides several possible legal routes for establishing and operating charitable organisations. The PBO framework, companies limited by guarantee, charitable trusts and other applicable registration structures each serve different purposes and involve distinct governance, regulatory and tax considerations. 

The transition from the erstwhile NGO regime to the Public Benefit Organisations framework makes it particularly important for existing organisations and new applicants to verify the applicable registration and compliance requirements with PBORA. 

For international charities, the decision between establishing a Kenyan subsidiary and operating through a registered local presence requires particular care. The appropriate route depends on the organisation’s legal form, intended activities, desired level of local independence and the requirements applicable to foreign organisations. Immigration compliance, including the appropriate work permit or pass for foreign personnel, should also be considered at the outset. 

The most effective approach is to select the legal structure and registration strategy before preparing the governing documents or commencing operations. This helps ensure that the organisation’s legal identity, governance, funding arrangements, tax position, immigration permissions and regulatory obligations are aligned from the outset. 

How CM Advocates LLP can assist 

CM Advocates LLP advises local and international clients on charitable organisation registration, PBO compliance, incorporation of companies limited by guarantee, charitable trusts, foundations, tax-exemption applications, governance and regulatory compliance in Kenya. 

Through our Charities & Social Impact Organisations Practice (CSIO) Unit, we assist charitable organisations, international NGOs, philanthropic institutions, foundations, donor-funded programmes and social-impact initiatives with identifying appropriate legal structures and navigating Kenya’s regulatory framework. 

Our services include: 

• Charitable organisation and PBO registration: Advising on eligibility, registration routes, governing documents, applications and regulatory compliance. 

• Former NGO regime and transition: Advising existing NGOs on the implications of the PBO framework, applicable transitional arrangements and continuing compliance. 

• Companies limited by guarantee and foundations: Incorporation, constitutional documentation, governance arrangements and ongoing corporate compliance. 

• Charitable trusts: Structuring, trust deeds, trusteeship, registration formalities and administration of charitable assets. 

• Foreign charities and international NGOs: Advising on Kenyan subsidiaries, local offices, representative and liaison arrangements, funding structures and regulatory obligations. 

• Charitable tax exemption: Advising on KRA requirements, tax registrations, exemption applications and continuing tax compliance. 

• Immigration and global mobility: Advising on work permits and other immigration permissions for eligible foreign personnel, including consideration of Class I, Class P and Class Q where applicable. 

• Sector-specific regulatory compliance: Identifying additional licences and approvals required for educational, healthcare, research, environmental, child-protection, social-development and other regulated programmes. 

• Governance and risk management: Developing appropriate governance, financial controls, safeguarding arrangements, compliance calendars and donor-accountability frameworks. 

Our multidisciplinary approach brings together legal structuring, regulatory compliance, tax advisory and immigration support to help organisations establish and operate their charitable and public-benefit initiatives in Kenya. 

Contact the Charities & Social Impact Organisations Practice (CSIO) Unit 

Email: csio@cmadvocates.com 

CM Advocates LLP advises local and international organisations on establishing, structuring and operating charitable organisations and social-impact initiatives in Kenya.

Legal notice: This article is intended for general informational purposes and does not constitute legal, tax or immigration advice. The applicable legislation, regulations, transitional arrangements, regulatory procedures and administrative requirements should be verified against the circumstances of each organisation before action is taken.