Kenyan legislation

Investment Promotion Act

Edition: 2022-12-31 · In force

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Part I – PRELIMINARY

1. Short title

This Act may be cited as the Investment Promotion Act.

2. Definitions

In this Act, unless the context otherwise requires—"Authority" means the Kenya Investment Authority continued under section 14;"Cabinet Secretary" means the Cabinet Secretary responsible for matters relating to Investment;"foreign investor" means—

(a)a natural person who is not a citizen of Kenya;

(b)a partnership in which the controlling interest is owned by a person or persons who are not citizens of Kenya; or

(c)a company or other body corporate incorporated under the laws of a country other than Kenya.

"investment" means the contribution of local or foreign capital by an investor, including the creation or acquisition of business assets by or for a business enterprise and includes the expansion, restructuring, improvement or rehabilitation of a business enterprise;"investment certificate" means an investment certificate issued under this Act;"licence" includes a registration, permit, approval or authorization required by law regardless of how it is described;"local investor" means—

(a)a natural person who is a citizen of Kenya;

(b)a partnership in which the partnership controlling interest in owned by a person who is a citizen of Kenya;

(c)a company incorporated under the laws of Kenya, in which the majority of shares are held by a person who is a citizen of Kenya; or

(d)a trust or trust corporation established under the Laws of Kenya, in which the majority of trustees and beneficiaries are citizens of Kenya.

Part II – INVESTMENT CERTIFICATES – APPLICATION AND ISSUE, ETC.

3. Applications

(1)A local investor may apply to the Authority for an investment certificate.

(2)A foreign investor who intends to invest in Kenya may apply to the Authority for an investment certificate.

(3)An application for an investment certificate shall be in the prescribed form.

(4)The Authority may request clarifications and additional information.[Act No. 6 of 2005, s. 55.]

4. Entitlement to certificate

(1)An applicant shall be entitled to an investment certificate if—

(a)the application is complete and satisfies the applicable requirements under this Act;

(b)the amount to be invested by a foreign investor is at least one hundred thousand United States of America dollars or the equivalent in any currency;

(c)the amount to be invested by a local investor is at least one million shillings or the equivalent in another currency; and

(d)the investment and the activity related to the investment are lawful and beneficial to Kenya.

(2)In determining whether an investment and the activity related to the investment are beneficial to Kenya for the purposes of subsection (1)(d), the Authority shall consider the extent to which the investment or activity will contribute to the conditions specified in paragraphs (a), (b) and (c), and any or all of the conditions specified in paragraphs (d), (e), (f), (g) and (h)—

(a)creation of employment for Kenyans;

(b)acquisition of new skills or technology for Kenyans;

(c)contribution to tax revenues or other Government revenues;

(d)a transfer of technology to Kenya;

(e)an increase in foreign exchange, either through exports or import substitution;

(f)utilization of domestic raw materials, supplies and services;

(g)adoption of value addition in the processing of local, natural and agricultural resources;

(h)utilization, promotion, development and implementation of information and communication technology;

(i)any other factors that the Authority considers beneficial to Kenya.

[Act No. 6 of 2005, s. 56.]

5. Procedures for consideration of application

The procedures set out in the First Schedule shall apply with respect to the consideration of an application for an investment certificate.

6. Issue of certificate

(1)If the Authority decides to issue an investment certificate it shall issue the certificate on the date the applicant requests.

(2)The Authority may issue an investment certificate in the name of a corporation established by the applicant for the purposes of the investment or in the name of any other business organization to be used for the purposes of the investment.

(3) Deleted by Act No. 6 of 2005, s. 57.

(4)A local investor who does not hold an investment certificate shall register the investment with the Authority.[Act No. 6 of 2005, s. 57.]

7. Conditions of certificate

An investment certificate shall be subject to—

(a)such conditions as are prescribed in the regulations; and

(b)such conditions as the Authority may specify at the time the certificate is issued.

8. Transfer

(1)An investment certificate may be transferred only with the written approval of the Authority.

(2)The transfer of an investment certificate is subject to any restrictions prescribed in the regulations.

9. Amendment

At the request of the holder of the certificate, the Authority may amend an investment certificate subject to any restrictions prescribed in the regulations.

10. Revocation

(1)The Authority may revoke an investment certificate on the following grounds—

(a)that the certificate was issued on the basis of incorrect information given by the applicant for the certificate;

(b)that the investment certificate was obtained by fraud; or

(c)that a condition of the investment certificate was breached.

(2)If the Authority proposes to revoke an investment certificate, the Authority shall give the holder of the investment certificate at least thirty days written notice of the grounds for the proposed revocation and shall give the holder an opportunity to make representations as to why the investment certificate should not be revoked.

11. Review of Authority decision

(1)A person who applied for an investment certificate or a person who is or was a holder of an investment certificate may request the Cabinet Secretary to appoint a panel to review a decision of the Authority relating to the application or certificate.

(2)Upon receiving a request under subsection (1), the Cabinet Secretary shall appoint a panel consisting of—

(a)a chairperson who shall be an advocate of at least ten years standing; and

(b)two other members each of whom shall be a person who is experienced in law, economics or commerce.

(3)After conducting its review the panel may do any one or more of the following—

(a)confirm, vary or set aside the decision appealed from;

(b)direct that the Authority reconsider a matter in accordance with such directions as the panel may make;

(c)make an order as to the payment of costs.

(4)The Cabinet Secretary may make rules governing the procedure of panels under this section.

(5)Subject to any rules made by the Cabinet Secretary, a panel may govern its own procedure.

(6)A panel shall have the same powers as a court to make orders to secure the attendance of persons, for the production of documents or for the investigation and punishment of contempt.

(7)The Cabinet Secretary shall appoint a secretary to the panel and such other staff as are necessary for the proper discharge of the functions of the panel.

(8)The members of a panel shall be paid such allowances and expenses as are determined by the Cabinet Secretary.

(9)The expenses of the panel, including the allowances and expenses of the members of the panel, shall be paid by the Government.

Part III – INVESTMENT CERTIFICATES – BENEFITS

12. Entitlement to certain licences

(1)An investment certificate shall set out the licences listed in the Second Schedule that are necessary to the proposed investment and to which the holder of the investment certificate would, on application, be legally entitled.

(2)Upon the issue of an investment certificate, the following apply with respect to each licence set out in the certificate under subsection (1)—

(a)the holder of the investment certificate is entitled to have the licence issued, subject to any conditions set out in the Second Schedule or in the investment certificate, upon application made within twelve months after the investment certificate is issued and upon payment of the applicable fee, if any; and

(b)until the licence is issued or twelve months elapse after the investment certificate is issued, whichever occurs first, the licence shall be deemed to have been issued, subject to any conditions set out in the Second Schedule or in the investment certificate and subject to the requirement to pay fees under subsection (3).

(3)The holder of an investment certificate shall pay any fees that would be payable under the relevant legislation for the licences set out in the investment certificate in respect of the time period commencing on the day the investment certificate is issued and such fees shall be paid within six months after the issue of the investment certificate.

(4)The entitlement to licences under subsection (2)(a) is for the initial issue of such licences only and following that initial issue the laws under which the licences are issued apply in the same way as they apply to all licences, including, for greater certainty, with respect to the revocation or renewal of the licences.

(5)The Authority shall facilitate the issue of licences to which the holder of an investment certificate is entitled under this section.

13. Entitlement to entry permits for expatriates

(1)The holder of an investment certificate is entitled to the following entry permits under the Kenya Citizenship and Immigration Act (Cap. 170)—

(a)three class A entry permits for management or technical staff; and

(b)three class H, I or J entry permits for owners, shareholders or partners.

(2)The initial issue of a permit under this section shall be for a two year period.

(3)The holder of the investment certificate is entitled to have a permit under this section reissued upon its expiry or issued to a different employee, owner, shareholder or partner.

(4)The holder of the investment certificate is not entitled to have a permit issued to a person who is a prohibited immigrant within the meaning of the Kenya Citizenship and Immigration Act (Cap. 170).

(5)A permit under this section is subject to a conditions that the holder of the permit complies with the laws of Kenya.

(6)For each permit under subsection (1) the holder of the investment certificate is entitled to the issue of—

(a)a dependant’s pass for each dependant of the person to whom the permit is issued; and

(b)such re-entry permits as are required in connection with the permit or with the passes under paragraph (a).

(7)Subsections (4) and (5) apply, with necessary modifications, with respect to passes or re-entry permits under subsection (6).

(8)An entitlement to a permit or pass under this section is conditional upon—

(a)application being made for the permit or pass;

(b)the applicable fee, if any, being paid; and

(c)any security deposit or bond required under the Kenya Citizenship and Immigration Act (Cap. 170) being paid or provided.

(9)Notwithstanding subsection (8)(b), no fee is payable for the initial issue of a permit under subsection (1)(b).

(10)If an entry permit described in subsection (1)(a) has already been issued to an employee of the holder of the investment certificate as of the time the investment certificate was issued, that permit shall be deemed to be one of the permits to which the holder of the certificate is entitled under subsection (1)(a).

(11)If an entry permit described in subsection (1)(b) has already been issued to the holder of the investment certificate or an owner, shareholder or partner of the holder as of the time the investment certificate was issued, that permit shall be deemed to be one of the permits to which the holder of the certificate is entitled under subsection (1)(b).

(12)The Authority shall facilitate the issue of permits and passes that the holder of the investment certificate is entitled to have issued under this section.

(13)For greater certainty, nothing in this section limits the issue, under the Kenya Citizenship and Immigration Act (Cap. 170), of other permits or passes in addition to those which the holder of an investment certificate is entitled to have issued under this section.

Part IV – KENYA INVESTMENT AUTHORITY

14. Authority continued as body corporate

The Investment Promotion Centre established under the Investment Promotion Centre Act (Cap. 485) is hereby continued as a body corporate under this Act to be known as the Kenya Investment Authority.

15. Functions

(1)The Authority shall promote and facilitate investment in Kenya.

(2)In promoting and facilitating investment the Authority shall—

(a)assist foreign and local investors and potential investors by—

(i)issuing investment certificates;

(ii)assisting in obtaining any necessary licences and permits;

(iii)assisting in obtaining incentives or exemptions under the Income Tax Act (Cap. 470), the Excise and Duty Act (Cap. 472), the Value Added Tax Act (Cap. 476) or other legislation; and

(iv)providing information, including information on investment opportunities or sources of capital.

(b)promote, both locally and internationally, the opportunities for investment in Kenya;

(c)review the investment environment and make recommendations to the Government and others, with respect to changes that would promote and facilitate investment, including changes to licensing requirements;

(d)facilitate and manage investment sites, estates or land together with associated facilities on the sites, estates and land;

(e)appoint agents within the country and in any other country to carry out certain functions on its behalf, as it may consider necessary;

(f)carry out such other activities as, in the Authority’s opinion, will promote and facilitate investment.

16. Board of Authority

(1)The Authority shall have a board with responsibility for the overall direction and management of the Authority.

(2)The board of the Authority shall consist of the following—

(a)a Chairperson appointed by the President;

(b)the managing director of the Authority;

(c)the secretary to the Cabinet;

(d)the permanent secretaries in the ministries responsible for matters relating to—

(i)finance;

(ii)trade and Industry;

(iii)agriculture;

(iv)lands;

(v)local authorities; and

(vi)planning.

(e)the chief executive of the Export Processing Zones Authority under the Export Processing Zones Act (Cap. 517);

(f)the chief executive of the Export Promotion Council; and

(g)six members appointed by the Cabinet Secretary.

(3)A person shall not be appointed as the Chairperson or a member under subsection (2)(g) unless he has distinguished himself in the field of law, economics, commerce, industry or management.

17. Term of office of Chairperson, appointed members

The Chairperson or a member appointed under section 16(2)(g) shall hold office for a period of three years and shall be eligible for reappointment.

18. Resignation of Chairperson, appointed members

(1)The Chairperson may resign by written resignation addressed to the President.

(2)A member appointed under section 16(2)(g) may resign by written resignation addressed to the Cabinet Secretary.

19. Removal of Chairperson, appointed members

(1)The President may remove the Chairperson, and the Cabinet Secretary may remove a member appointed under section 16(2)(g), on a ground set out in subsection (2).

(2)The grounds referred to in subsection (1) are the following—

(a)the Chairperson or member is absent without reasonable excuse from three consecutive meetings of the board of the Authority of which he has had notice;

(b)the Chairperson or member becomes bankrupt;

(c)the Chairperson or member is convicted of an offence involving dishonesty, fraud or moral turpitude;

(d)the Chairperson or member is incapacitated by reason of prolonged physical or mental illness from performing his duties as the Chairperson or member; or

(e)the Chairperson or member is otherwise unable or unfit to discharge the functions of his office.

20. Allowances of board members

The Authority shall pay the members of the board of the Authority such allowances and expenses as are determined by the Cabinet Secretary.

21. Procedures of the board

(1)The business and affairs of the board of the Authority shall be conducted in accordance with the Third Schedule.

(2)Except as provided in the Third Schedule, the board of the Authority may regulate its own procedure.

22. Secretary of board

The managing director of the Authority shall be the secretary of the board of the Authority.

23. Managing director of Authority

(1)The board of the Authority shall appoint a managing director who shall be the chief executive of the Authority and who, subject to the directions of the board, shall be responsible for the day to day running of the Authority.

(2)The terms and conditions of employment of the managing director shall be determined by the board of the Authority.

(3)A person shall not serve as the managing director for more than eight years.

24. Other staff

(1)The Authority may appoint such other staff in addition to the managing director as the Authority considers advisable.

(2)The terms and conditions of employment of the staff of the Authority, other than the managing director, shall be determined by the Authority.

25. Immunity

No member of the staff of the Authority or member of the board of the Authority or of a committee of the board shall be personally liable for anything done or omitted in good faith under this Act.

Part V – NATIONAL INVESTMENT COUNCIL

26. Council established

The National Investment Council is hereby established as an unincorporated body consisting of the following members—

(a)a Chairperson who shall be the President or a Cabinet Secretary designated by the President;

(b)the Cabinet Secretaries responsible for matters relating to—

(i)finance;

(ii)trade and industry;

(iii)agriculture;

(iv)lands;

(v)local authorities;

(vi)planning;

(vii)tourism and information; and

(viii)environment, natural resources and wildlife.

(c)the Governor of the Central Bank of Kenya;

(d)the chairperson of the board of the Authority; and

(e)twelve persons appointed by the President to represent the private sector, each of whom has distinguished himself in the field of law, economics, commerce, industry or management.

27. Functions

(1)The functions of the National Investment Council are—

(a)to advise the Government and government agencies on ways to increase investment and economic growth in Kenya; and

(b)to promote co-operation between the public and private sectors in the formulation and implementation of government policies relating to the economy and investment.

(2)In carrying out its functions under subsection (1) the Council shall—

(a)monitor the economic environment to identify impediments to investment and economic growth and to propose incentives to promote investment and economic growth;

(b)monitor economic development in Kenya to identify areas that may not be benefiting from economic development; and

(c)consult with persons from both the public and private sectors to obtain views and suggestions for promoting investment and economic development.

Part VI – MISCELLANEOUS

28. Offence, misleading Authority, etc.

A person who knowingly submits false or misleading information to the Authority for the purposes of obtaining an investment certificate or obtaining any assistance from the Authority is guilty of an offence and is liable, on conviction, to a fine not exceeding one million shillings or to imprisonment for a term not exceeding two years or to both.

29. Offence, improperly divulging information acquired under Act

A person who, without lawful excuse, divulges information acquired in the course of acting under this Act is guilty of an offence and is liable on conviction, to a fine not exceeding one million shillings or to imprisonment for a term not exceeding two years or to both.

30. Regulations

(1)The Cabinet Secretary may make regulations generally for the better carrying out of the provisions of this Act.

(2)Without prejudice to the generality of subsection (1), the Cabinet Secretary may make Regulations for—

(a)amending the Second Schedule;

(b)prescribing the categories of employees to be issued with work permits;

(c)prescribing procedures for the vetting of investors.

[Act No. 19 of 2014, s. 41.]

31. [Spent]

32. General authority, etc. under repealed Act continued

(1)A general authority issued under the Investment Promotion Centre Act before that Act is repealed by section 31 shall be continued as an investment certificate under this Act.

(2)An application for a general authority under the Investment Promotion Centre Act (Repealed) before that Act is repealed by section 31 shall be continued as an application for an investment certificate under this Act.

Case law citing this Act

Source: Kenya Law · Imported 4 October 2026