Imagine going to
sleep knowing that you have a source of income, only to wake up and find it
gone.
That's what hit 28-year-old Joan Wamboi, a Nairobi-based online writer, when a foreign digital publishing platform abruptly shut its Kenyan operations early in 2024.
Overnight, her contracts vanished, her invoices went unpaid and there was little she could do to recover the lost income.
“I tried reaching out to the company’s representatives, but their operations were offshore. They told me they were done with Kenya but my lawyer said it would be impossible because the company wasn’t registered here,” she recalls.
However, with the recognition of the rising number of online workers in the country that may soon change.
Under the proposed Business Laws (Amendment) Bill, 2025, unregistered foreign companies like the one Wamboi worked for will now have the legal standing to sue or be sued in Kenyan courts.
The proposal marks a dramatic shift in how Kenya handles cross-border digital commerce, foreign investment and contractual disputes in a globalised economy.
It offers new legal clarity in a market increasingly defined by digital platforms, fintech startups and remote service exporters.
The proposed reforms amend Section 974 of the Companies Act, formally allowing foreign firms without local registration to access Kenyan courts.
Previously, the law was ambiguous, leading to contradictory court rulings.
“Provided that nothing in this section shall preclude a foreign company from suing and being sued or enforcing a right or incurring an obligation in Kenya in accordance with the law solely by reason of its non-registration under this Section,” reads the
Price Waterhouse Coopers (PwC) manager, legal business solutions Herbert Njoroge, points out that this amendment clarifies that foreign companies incorporated in their countries of origin have always had the powers to sue, be sued and enforce contracts in Kenya without waiting for local registration, ensuring that their rights and remedies remain intact.
“The exception is limited to litigation and access to the courts. It does not remove the requirement for foreign companies conducting business in Kenya to register under the Companies Act and Companies (Foreign Companies) Regulations,” said Njoroge.
While the amendment allows foreign companies to initiate or respond to legal actions, those involved in carrying on business operations in Kenya are still required to fulfil registration obligations.”
In 2024, for instance, the Stichting Rabo Bank Foundation vs Ava Chem limited case held that unregistered foreign firms could not sue in Kenya, while a later case, that pitted Bruton Gold Trading LLC against Amadi & Associates, concluded the opposite, that foreign companies could enforce contracts even without registration.
The new amendment seeks to entrench the latter position. “This change provides much-needed clarity,” added PwC Kenya Associate Director of Legal Business Solutions Caroline Wanja.
For workers like Wamboi, that protection means digital contracts might finally carry enforceable weight.
The Bill also seeking to explicitly exempts certain digital and financial technology firms those offering cross-border payment processing, marketing, or data services from being required to register locally.
In other words, a fintech firm in Singapore or a digital marketing platform in New York can legally provide services to Kenyan residents without being deemed as ‘carrying on business’ in Kenya—provided they have no physical presence.
However, partner and tax services director at PwC, Titus Mukora, notes that the exemption has limits.
He explains that activities such as lending, acquiring debts, enforcing security interests, providing digital financial services, engaging in payment processing, entering fintech partnerships, conducting online marketing, or outsourcing data-related services may not require registration under the Companies Act.
However, these activities can still fall under the supervision of sector-specific regulators such as the Central Bank of Kenya (CBK), the Capital Markets Authority (CMA), or the Retirement Benefits Authority (RBA).
Mukora cautions that foreign companies should therefore treat the exemption as limited to the Companies Act and ensure compliance with all other licensing and regulatory requirements.
The changes could attract international payment networks, digital logistics firms, and online work platforms that had previously been deterred by compliance uncertainty.
