Skip to content
LeadAfrik

Memorandum of Association (Form CR2)

Form CR2

Fill Kenya's Form CR2 — the model Memorandum of Association — with your subscribers and shareholdings.

Private by design — nothing you type is stored on our servers. Prepare it here, then complete the filing on eCitizen.

Details
Subscribers
subscriber 1
Live preview · Form CR2
FORM CR2
MODEL MEMORANDUM FOR A COMPANY WITH SHARE CAPITAL
[Section 13 of the Companies Act, 2015]
MEMORANDUM OF ASSOCIATION

This is the Memorandum of Association of  .

Each subscriber to this memorandum of association wishes to form a company under the Companies Act, 2015 and agrees to become a member of the company and to take at least one share.

The name and address of each subscriber:
No.Name, postal address & occupationShares takenNominal valueClassRights (if any)Signature
1      

Dated:  

Notes

Insert more rows if there are more subscribers. Each subscriber signs opposite their name.

Complete your filing on eCitizen (ecitizen.go.ke).
How to file Form CR2
  1. 1. Prepare it here — fill every field, add each person, review the preview.
  2. 2. Download the PDF for your records (and sign it if you need a wet or e-signature).
  3. 3. Log in to eCitizen (BRS) and enter or upload the same details to file with the Registrar.

LeadAfrik helps you prepare the form quickly and correctly — the official filing is completed on eCitizen. Your details are never stored on our servers.

Form CR2 — the Memorandum of Association

Form CR2 is the model Memorandum of Association for a company with share capital (section 13 of the Companies Act, 2015). It records that each subscriber wishes to form the company, agrees to become a member, and takes at least one share — with each subscriber's name, address, occupation, shareholding and signature.

The memorandum is filed together with CR1 during registration on eCitizen. It is short but important: it is the founding agreement of the members and the record of who took what shares at formation.

Get the subscribers' details and shareholdings exactly right — they must be consistent with the share capital on CR1 — and make sure every subscriber signs.

What Form CR2 captures

  • ◆The name of the company
  • ◆Each subscriber's name, postal address and occupation
  • ◆The number, nominal value and class of shares each subscriber takes
  • ◆Any rights attached to each class of shares
  • ◆Each subscriber's signature, and the date

Common mistakes to avoid

  • ✕Shareholdings that don't match the share capital on CR1
  • ✕A subscriber who doesn't sign
  • ✕Missing a subscriber's occupation or postal address
  • ✕Forgetting to date the memorandum

Questions

What's the difference between the memorandum and the articles?

The memorandum (CR2) records the founding subscribers and their initial shares. The articles are the company's internal rulebook — most companies adopt the model articles. Both are filed at registration.

Who are the subscribers?

The first shareholders who form the company by subscribing to the memorandum. Every subscriber must take at least one share and sign the memorandum.

Must the shareholdings match CR1?

Yes. The share capital and classes on CR1 and the shares taken by the subscribers on CR2 must be consistent, or the filing will be queried.

Can one person form a company?

Yes — a private company can be formed with a single subscriber/member. That subscriber takes at least one share and signs the memorandum.

The rest of the incorporation suite
All forms →Form CR1Form CR8Form BOF1

Preparing your form is free. Downloading a clean PDF without the small watermark is KES 150 in Kenya (a one-off). This tool prepares the official form; it is not the eCitizen filing and is not legal advice — for anything unusual, take advice.