Corporate and Commercial Law
Expert Legal Representation.
About the Practice
Deals are won in the structuring, long before anyone reaches the signing table. This is where we earn our keep. Clients come to us for the shape of a transaction as much as for its paperwork, and they stay because we move at the pace of business without dropping a stitch.
Our work runs across mergers and acquisitions, private equity and venture investments, joint ventures, shareholders agreements, franchise and distribution arrangements, intellectual property licensing and the commercial contracts a Kenyan business lives on. We take multinationals into Kenya and Kenyan companies across the border, we sit with founders when the first investor arrives, and we sit with the same founders years later when it is time to sell.
We are known for being commercially savvy and for negotiating with a clear head. We know which points are worth a fight and which are worth trading, and we will tell you the difference before the other side does. Boards also rely on us for the quieter work of the Companies Act 2015, beneficial ownership, merger control before the Competition Authority and the sectoral approvals which decide whether a deal closes at all.
Select Experience
Retained by leading regional IT companies on their day-to-day commercial matters
Advised a foreign bank on establishing commercial and investment banking operations in Kenya
Acted for a Kenyan company in the sale of its petrol stations in Uganda and Rwanda to another Kenyan company
Acting for a Kenyan company on its acquisition of a controlling stake in a licensed Tanzanian fund manager
Advised numerous clients on company law matters, including subscription agreements, shareholders agreements, bespoke articles of association, reserved matters, quorum protections and deadlock provisions
Advised a Kenyan technology enabled last mile delivery startup on KES 50 million funding from a development finance institution
Handled several registrations of foundations, societies and clubs
Frequently Asked Questions
How long does it take to register a company in Kenya?
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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.
Does my company need a company secretary?
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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.
When does an acquisition need Competition Authority approval?
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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.
What should be in a shareholders agreement?
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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.
Can a foreign company own 100 percent of a Kenyan company?
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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.
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Contact our Corporate and Commercial Law team today for expert guidance and representation.
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