Converting a Sole Proprietorship (Business Name) to a Private Limited Company (Ltd) on the Business Registration Service (BRS V2) portal on eCitizen is a streamlined, two-stage process.

Rather than simply renaming your business, you must legally cease (close) the sole proprietorship specifically for the purpose of converting it. This locks the name so it cannot be claimed by anyone else, and immediately transitions it into a brand-new Limited Company. 

1. Requirements for Conversion

Before logging into the portal, make sure you have the following digital documents ready:

• Verified BRS Link: The existing sole proprietorship must already be linked and verified on your BRS V2 dashboard on eCitizen.
• Director & Shareholder Details: National IDs/passports, KRA PINs, and recent passport-sized photos for all directors and shareholders (minimum of one, which can be just you). 
• Share Capital Structure: You must decide your nominal share capital. The default recommendation for startups is KES 100,000 divided into 1,000 ordinary shares of KES 100 each. (You do not need to deposit this cash to register). 
• Registered Office Address: Exact details of your company's physical location, including the plot number, building name, floor, street, and county.

2. Estimated Costs & Timeline

The direct government fees are paid via M-PESA, debit card, or credit card directly on eCitizen.

Note: These are direct online government fees. If you choose to hire an advocate or certified company secretary to draft custom articles or handle the filing, professional fees typically range from KES 15,000 to KES 30,000.

3. Step-by-Step Conversion Process

Follow this exact sequence on the BRS V2 portal:

1.Access Your Linked Business:

Log in to your eCitizen account, click on Companies Registry Services (BRS V2), go to the "Businesses" tab on your dashboard, and click View on your active Sole Proprietorship.

2.Apply for Cessation to Convert:

Click the Maintain (or Maintain Company) tab and select Cessation of Business Name. Under the reason for cessation, select Conversion (do not select ordinary closure/deregistration). Select Private Limited Company as your target entity type.

3.Submit Form BN 6:

The portal will auto-generate Form BN 6 (Statement of Cessation). Download, print, physically sign it, scan it back into PDF format, and upload it. Submit and pay the KES 300 fee.

4.Initiate the Company Conversion:

Once the BRS Registry approves your cessation (usually within 24–48 hours), log back in. Open your business record, and you will see a new active button labeled Start Conversion. Click it.

5.Input Company and Ownership Details:

Fill in the detailed digital form. You will input the registered office location, define the business activities, add directors and shareholders, and allocate the shares (e.g., 100% to you, or split among partners).

6.Sign and Upload Generated CR Forms:

The system will generate your incorporation documents: CR1 (Registration Application), CR2 (Model Articles of Association), CR8 (Notice of Registered Office), and the Beneficial Ownership form. All directors and shareholders must sign these documents before you scan and upload them.

7.Pay Incorporation Fees and Submit:

Submit the application and pay the standard company registration fee of KES 10,650. The registry will review the documents and issue your digital Certificate of Incorporation and CR12 (official list of directors/shareholders) within 3 to 5 business days.

4. Crucial Post-Conversion Steps

Once you are incorporated, your sole proprietorship is legally dissolved, and a brand-new legal entity is born. You must complete the following transitions:

• Apply for a Corporate KRA PIN: Your new company is a separate tax entity. You must register for a corporate KRA PIN on the KRA iTax portal using your Certificate of Incorporation and CR12. Do not continue using your personal PIN for company transactions. 
• Open a Corporate Bank Account: Take your new company registration documents, corporate PIN, and directors' IDs to the bank to open a dedicated company account.
• Update Your Single Business Permit: Visit your county government office to transition your Single Business Permit from a sole proprietorship to your new Private Limited Company.

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