Question 1

Where is Peter Maina & Co Advocates located?

Accepted Answer

Our main office is located on the 14th Floor, Hazina Towers, Utalii Street, P. O. Box 14448 – 00100 in Nairobi, Kenya.

Question 2

How do I schedule an initial consultation with your legal team?

Accepted Answer

You can schedule a consultation by calling our office directly at +(254) 20 233 3377 or +(254) 714 644 080, emailing info@pmlaw.co.ke, or submitting a message via our Contact Us page.

Question 3

Does the firm offer retainer agreements for ongoing corporate legal advice?

Accepted Answer

Yes, we offer custom monthly retainer packages for businesses seeking regular corporate advice, contract reviews, regulatory compliance, and legal support tailored to their scale.

Question 4

How long does it take to register a company in Kenya?

Accepted Answer

A private company is registered through the Business Registration Service on eCitizen, and with a clean name search and complete documents the certificate of incorporation usually issues within a few working days. The longer part is what follows, namely the KRA PIN, the beneficial ownership filing, the bank account and any sector licence, and we run the whole sequence so the company is ready to trade rather than merely incorporated.

Question 5

Does my company need a company secretary?

Accepted Answer

Under the Companies Act 2015 a private company must appoint a company secretary once its paid up capital reaches KES 5 million. A company below the threshold which has no secretary must instead register a contact person with the Registrar under section 243A, a requirement introduced in 2023 and still widely missed. The penalties accrue daily, so this is worth checking today.

Question 6

When does an acquisition need Competition Authority approval?

Accepted Answer

A merger or acquisition of control must be notified to the Competition Authority of Kenya where the parties' combined turnover or assets meet the thresholds in the Competition Act and its rules, and completing without approval attracts heavy penalties and voids the transaction. We assess the thresholds at the term sheet stage and, where notification is required, prepare and file it so the deal timetable already allows for it.

Question 7

What should be in a shareholders agreement?

Accepted Answer

A good shareholders agreement settles how the company is governed, who sits on the board, which decisions need the consent of the investor or the founders, how new shares are issued and existing shares transferred, what happens on deadlock and how a shareholder exits. It should interlock with the articles of association, and we draft the two together so neither undermines the other.

Question 8

Can a foreign company own 100 percent of a Kenyan company?

Accepted Answer

In most sectors, yes. Kenyan law imposes local ownership requirements only in specific fields, among them insurance, telecommunications, mining, engineering and certain licensed financial activities, and freehold land remains reserved for Kenyan citizens under Article 65 of the Constitution. We confirm the position for your sector before the structure is fixed.

Question 9

How much notice must an employer give in Kenya?

Accepted Answer

The Employment Act 2007 requires at least 28 days' notice, or pay in lieu, for an employee paid monthly, and the contract often provides for more. Notice alone is not enough. A termination must also rest on a valid reason and a fair procedure, which includes hearing the employee before the decision is made.

Question 10

What is the difference between termination and summary dismissal?

Accepted Answer

Summary dismissal is termination without notice for gross misconduct, the grounds for which are set out in section 44 of the Employment Act, and it still requires the employee to be heard. Ordinary termination requires notice and a valid reason connected to the employee's conduct, capacity or the employer's operational needs. Getting the label wrong is one of the commonest reasons employers lose.

Question 11

What are the rules on redundancy?

Accepted Answer

An employer declaring redundancy must give at least one month's notice to the employee and to the labour officer, select fairly, pay severance of at least 15 days' pay for each completed year of service together with notice pay and accrued leave, and consult where a union is recognised. Retrenchments which skip these steps are routinely reversed by the Employment and Labour Relations Court.

Question 12

What can an employee claim for unfair termination?

Accepted Answer

The Employment and Labour Relations Court awards up to twelve months' gross salary in compensation, together with notice pay, unpaid dues and, in rare cases, reinstatement. A claim must be filed within three years of the termination. For employers the exposure is real, and for executives the claim is worth pursuing.

Question 13

How do I get a work permit for an expatriate employee?

Accepted Answer

The employer applies to the Directorate of Immigration Services for a Class D permit, showing the role, the employee's qualifications and why the position is not filled by a Kenyan, and a special pass allows the employee to start while the permit is processed. We handle the application, the understudy requirements and the renewals.

Question 14

What checks should I do before buying land in Kenya?

Accepted Answer

An official search at the lands registry or on Ardhisasa to confirm the registered owner and any charges, caveats or cautions, a check of the root of title to see how the seller came to own it, a physical inspection with a surveyor to confirm the beacons, a rates and rent clearance and, for agricultural land, confirmation of Land Control Board consent. We do all of this before any deposit is paid.

Question 15

How much is stamp duty on land in Kenya?

Accepted Answer

Stamp duty on a transfer is 4 percent of the value for land within a municipality and 2 percent for land outside one, assessed on the government valuation rather than the price where the two differ. The buyer pays it, and since 2026 payment runs through the national stamp duty module, and a wrong valuation is open to objection.

Question 16

How long does conveyancing take?

Accepted Answer

A straightforward transfer usually completes within 60 to 90 days of signing the sale agreement, allowing for consents, valuation, stamp duty and registration. Agricultural land, leasehold property with a rent clearance and any title needing correction take longer, and we tell the client at the outset which of these applies.

Question 17

Can a foreigner buy land in Kenya?

Accepted Answer

A foreigner may hold land in Kenya on a lease of up to 99 years but not freehold, under Article 65 of the Constitution. A company is treated as foreign unless it is wholly owned by Kenyan citizens, so a single foreign shareholder changes the position. We structure the holding correctly before the purchase rather than unwinding it afterwards.

Question 18

Can I buy land in Kenya while living abroad?

Accepted Answer

Yes, and many of our clients do. The purchase runs through a power of attorney, documents signed abroad are legalised through the Kenyan mission or a notary, and the funds move through our client account so nothing is paid until the title has been verified and the transfer is ready to register. The risk is in the checks, not the distance.

Question 19

How long does a commercial case take in Kenya?

Accepted Answer

A commercial suit in the High Court commonly takes two to four years to judgment, and an appeal adds further years. Interim orders, however, come quickly, and a well pleaded case with a strong application often settles long before trial. We give a candid estimate of time and cost at the outset and update it as the case develops.

Question 20

Should my contract provide for arbitration or the courts?

Accepted Answer

Arbitration is private, generally faster and final, and awards are readily enforced under the Arbitration Act 1995, which makes it the better choice for most commercial contracts of value. The courts remain preferable where a party expects to need urgent injunctions, wants the right of appeal or is dealing with a counterparty unlikely to pay an arbitrator's fees. We draft the clause to fit the relationship.

Question 21

What is a constitutional petition?

Accepted Answer

A petition under Article 22 of the Constitution asks the High Court to enforce a right or fundamental freedom in the Bill of Rights, whether against the State, a county government or a private body. It is the route for challenging unlawful evictions, unfair administrative action, discrimination and unlawful regulatory conduct, and it carries wide remedies including conservatory orders and compensation.

Question 22

How do I challenge a public tender award?

Accepted Answer

A bidder aggrieved by a procurement decision applies to the Public Procurement Administrative Review Board within 14 days of the notification, and the Board must decide within 21 days. The timelines are strict and the record is everything, so the moment a bidder suspects an irregularity is the moment to call.

Question 23

Can I recover a debt from a government body?

Accepted Answer

Yes, though the route differs. Section 13A of the Government Proceedings Act requires notice before suing the national government, judgment is enforced through a certificate of order rather than execution, and non payment is pursued by mandamus and, ultimately, contempt against the accounting officer. Counties and state corporations have their own rules, and we have run this course for suppliers and contractors.

Question 24

What securities can a lender take in Kenya?

Accepted Answer

A lender commonly takes a charge over land under the Land Act 2012, a debenture over a company's assets, a chattels mortgage over movable property under the Movable Property Security Rights Act 2017, a pledge of shares, an assignment of receivables or insurance and personal or corporate guarantees. Each is registered in a different place and each fails if the registration is missed.

Question 25

How long do I have to register a debenture or charge?

Accepted Answer

A charge created by a company must be registered with the Registrar of Companies within 30 days of creation, failing which it is void against a liquidator, an administrator and other creditors, and the debt becomes immediately payable. Charges over land are also registered at the lands registry, and movable property security is registered on the collateral registry. We diarise all three.

Question 26

What does it take to obtain a banking licence in Kenya?

Accepted Answer

An application to the Central Bank of Kenya under the Banking Act with the proposed shareholders, directors and senior management, the business plan, the capital and evidence of systems and controls, followed by the Bank's fit and proper vetting and an approval in principle before the licence issues. Minimum core capital is rising in stages to KES 10 billion by 2029, which shapes every application.

Question 27

Can a foreign lender lend into Kenya?

Accepted Answer

Yes. A foreign lender does not need a Kenyan banking licence to make a loan to a Kenyan borrower, though it must consider withholding tax on interest, exchange control reporting, stamp duty on security documents and the enforceability of foreign law and foreign judgments in Kenya. We act for foreign lenders on all of these and give the local law opinion the facility requires.

Question 28

What happens when a borrower defaults?

Accepted Answer

The lender serves the statutory notices, which for land under the Land Act require a notice of at least 90 days followed by a 40 day notice of sale, then exercises its remedies, whether sale, receivership under a debenture or suit. Borrowers have real defences where notices are defective or valuations unfair, and we act for both sides.

Question 29

How do I get a fund manager licence in Kenya?

Accepted Answer

The application goes to the Capital Markets Authority under the Capital Markets (Licensing Requirements) (General) Regulations 2025 with the company's constitutive documents, evidence of capital, the business plan, the compliance and risk manuals and fit and proper information on every director, shareholder and key person. The Authority's secretariat reviews the pack before it goes to the board, and a complete and well presented application moves far faster than one which invites queries.

Question 30

What is an intermediary service platform provider licence?

Accepted Answer

It is the licence a technology platform needs to distribute collective investment scheme products to the public on behalf of licensed fund managers. It sits under the Collective Investment Schemes Regulations 2023 and the 2025 licensing regulations, and it has become the route of choice for fintechs which want to offer unit trusts and money market funds inside their apps without becoming fund managers themselves.

Question 31

Do I need a CMA licence to run a private equity or venture fund?

Accepted Answer

A fund which raises money from investors in Kenya will generally fall within the Alternative Investment Funds Regulations 2023, which cover private equity, venture capital, real estate and similar funds offered to professional investors, and which require registration and a licensed manager. An offshore fund investing into Kenya is a different question, and we advise on where the line falls before any capital is raised.

Question 32

How long does a CMA licence application take?

Accepted Answer

It depends on the quality of the pack and the Authority's board calendar. Applications are decided at board sittings, so the practical aim is to clear the secretariat's review before the next sitting. With complete documents and prompt answers to queries, licences have been obtained within a few months of filing.

Question 33

Who regulates crypto and virtual assets in Kenya?

Accepted Answer

The Virtual Asset Service Providers Act 2025 splits the field. The Central Bank of Kenya oversees stablecoins, payments and wallet services, while the Capital Markets Authority oversees exchanges, brokers, tokenisation and investment activity. Existing operators have a transition period which ends in November 2026, and we are guiding clients through the applications now.

Question 34

What are a director's duties under Kenyan law?

Accepted Answer

The Companies Act 2015 codifies them. A director must act within powers, promote the success of the company, exercise independent judgement, exercise reasonable care, skill and diligence, avoid conflicts of interest, refuse benefits from third parties and declare any interest in a proposed transaction. The duties are owed to the company and breach exposes the director personally, whatever the size of the company.

Question 35

Can a director be sued personally in Kenya?

Accepted Answer

Yes. Directors face personal liability for breach of duty, for wrongful or fraudulent trading when a company slides into insolvency, for unpaid statutory deductions and, increasingly, for regulatory breaches in banking, capital markets and data protection. Directors and officers insurance helps, but the better protection is a board which keeps proper records and takes advice before it acts.

Question 36

Does the CMA Code of Corporate Governance apply to my company?

Accepted Answer

The Code of Corporate Governance Practices for Issuers of Securities to the Public 2015 binds companies which have listed shares or issued debt to the public, on an apply or explain basis. Private companies are not bound by it, but banks, insurers and fund managers face their own regulators' governance rules, and many private boards adopt the Code voluntarily as the standard investors expect.

Question 37

What does a governance audit involve?

Accepted Answer

We read the constitutive documents, board and committee charters, policies and minutes, we interview the chair, the chief executive and the company secretary, and we test the structure against the law and the regulator's expectations. The result is a report which says plainly what is missing and what will fix it, followed, if the client wishes, by the instruments themselves.

Question 38

Do we need a whistleblower policy?

Accepted Answer

Listed companies, banks and other regulated entities are expected to have one, and the Bribery Act 2016 obliges every private entity to put in place procedures for the prevention of bribery, which a whistleblower channel supports. For any organisation handling public money or sensitive information, a clear policy protects the board as much as the staff.

Question 39

Do I need to register my family trust in Kenya?

Accepted Answer

Yes. From 25 September 2026 a written trust must be registered or incorporated under the Trust Administration Act, 2026, and one that is not is not enforceable. A trust incorporated under the old Trustees (Perpetual Succession) Act, or created by registering the deed under the Registration of Documents Act, is deemed a trust under the new Act but must comply with it, including lodging a register of beneficial owners, by 25 September 2028.

Question 40

What is a family trust and why would I need one?

Accepted Answer

A family trust holds property through trustees for named or ascertainable beneficiaries under a registered trust deed, so that the property passes outside the estate and outside probate, is managed by trustees you choose under rules you set, and stays together across generations. Under the Trust Administration Act, 2026 a family trust is a non-trading entity settled for planning or managing a personal estate, and the settlor may also be a beneficiary.

Question 41

Can a trust hold land in Kenya?

Accepted Answer

Yes. A trust incorporated under the Trust Administration Act, 2026 is a body corporate with perpetual succession that may acquire, hold, develop and dispose of land in its own name. A registered but unincorporated trust holds land through its trustees. The constitutional limits on land ownership by non-citizens continue to apply, so the citizenship of trustees and beneficial owners matters.

Question 42

How many trustees does a trust need, and must one be Kenyan?

Accepted Answer

A family trust needs at least one trustee. A charitable trust or a non-charitable purpose trust needs at least three natural persons or one licensed corporate trustee. Where the trustees are natural persons, at least one must be a Kenyan citizen or a resident of Kenya.

Question 43

What happens if someone dies without a will in Kenya?

Accepted Answer

The estate passes under the intestacy rules in Part V of the Law of Succession Act. A surviving spouse takes the personal and household effects and a life interest in the rest of the estate, and the children take on the death or remarriage of the surviving spouse. Where there is no spouse or child, the estate passes to the parents, then the siblings, then more remote relatives. Someone must still apply to court for letters of administration before anything can lawfully be distributed.

Question 44

What makes a will valid in Kenya?

Accepted Answer

A written will must be signed by the person making it, or by someone in their presence and by their direction, in the presence of two or more witnesses who each sign in the testator’s presence. A gift to a witness or to a witness’s spouse is void, so beneficiaries should not witness. The Law of Succession Act also recognises oral wills in limited circumstances, but a written will avoids the argument.

Question 45

How long does probate take in Kenya?

Accepted Answer

An uncontested estate is usually distributed within twelve to eighteen months of filing, allowing for the gazettement of the petition, the six month wait before confirmation of grant and the transmission of the assets. A contested estate takes as long as the dispute, which is the strongest argument for a clear will or a registered trust.

Question 46

I live abroad. How do I make sure my children inherit my property in Kenya?

Accepted Answer

Either a Kenyan will limited to your Kenyan assets, drafted to sit alongside any will in your country of residence, or a registered family trust that holds the Kenyan property now and names your children as beneficiaries. The trust avoids probate in Kenya altogether and lets a Kenyan resident trustee or a licensed corporate trustee manage the property while you are away. We advise on which suits your family and we handle the registration.

Question 47

What does it cost to set up a family trust in Kenya?

Accepted Answer

It depends on the size and make-up of the estate. A trust holding a single property for one family costs a fraction of one holding land in three counties, shares in a trading company and investments abroad, because the work lies in the structuring, the deed and the transfer of the assets rather than in the filing. Our fees are reasonable, agreed in advance and negotiable, and we quote a fixed figure once we have seen the asset list. Beyond our fee, budget for the Registrar’s fees under the Regulations to be made under the Trust Administration Act, 2026, for stamp duty and registration costs on moving land or shares into the trust, and for the modest annual cost of the return, the registers and, where you want one, a trust agent.

Question 48

Does my business need to register with the Data Protection Commissioner?

Accepted Answer

Every data controller and processor must comply with the Data Protection Act 2019, and those above the thresholds in the registration regulations, measured by turnover, staff numbers and the nature of the processing, must register with the Office of the Data Protection Commissioner and renew the registration. We assess whether registration applies, complete it and prepare the privacy policy and internal records the Act expects.

Question 49

What licence does a fintech need to operate in Kenya?

Accepted Answer

It depends entirely on the activity. Payments and wallets need a payment service provider authorisation from the Central Bank, digital lending needs a digital credit provider licence from the Central Bank, investment distribution needs a Capital Markets Authority licence and virtual asset activity now needs a licence under the Virtual Asset Service Providers Act 2025. Many businesses need more than one, and we map the licences before the product launches.

Question 50

When is the deadline for virtual asset service providers to be licensed?

Accepted Answer

The Virtual Asset Service Providers Act 2025 commenced in November 2025 with a twelve month transition, so existing operators must be licensed by November 2026 under the regulations gazetted in July 2026. Applications go to the Central Bank of Kenya or the Capital Markets Authority depending on the activity, and the pack is substantial, so operators should be filing now.

Question 51

What are my anti money laundering obligations?

Accepted Answer

Reporting institutions under the Proceeds of Crime and Anti Money Laundering Act, which include banks, fund managers, payment providers, insurers, advocates in certain transactions and real estate agents, must register with the Financial Reporting Centre, verify their customers, keep records, appoint a compliance officer and report suspicious and large cash transactions. We design and audit the programme to the standard the regulators and the Centre inspect against.

Question 52

What is the contact person requirement?

Accepted Answer

Since 2023, a company without a company secretary must register a natural person resident in Kenya as its contact person with the Registrar of Companies under section 243A of the Companies Act, to be the point of contact for the regulator on beneficial ownership and related compliance. Failure attracts a fine and a daily penalty for each day of default, and foreign owned companies are the ones most often caught out.

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