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Corporate  Law


As a Kenyan law firm, we offer end-to-end corporate legal solutions that support businesses through every stage of their lifecycle from incorporation and growth to restructuring and dissolution. Our services are grounded in the Companies Act, 2015, and relevant statutory frameworks.

1. Company Formation and Incorporation



  • Incorporation of Companies:
    • Private and public limited liability companies
    • Companies limited by guarantee (NGOs, foundations, etc.)
    • Foreign companies establishing a local presence (branch or subsidiary)
  • Business Name Registration: Assistance with registration of sole proprietorships, partnerships, and trade names.
  • Start-Up Advisory: Structuring and incorporation advice tailored to founders and early-stage businesses.


2. Corporate Structuring and Reorganisation


  • Group Structuring: Structuring and re-organizing companies into efficient group structures (holding/subsidiary arrangements).
  • Capital Restructuring: Advising on share buybacks, recapitalisation, and debt-to-equity conversions.
  • Change of Company Type: Assisting in conversion between private and public companies or to limited by guarantee.


3. Corporate Governance


  • Board Advisory: Advising boards of directors on their fiduciary duties, statutory obligations, and best corporate practices.
  • Policies and Codes: Drafting codes of conduct, board charters, governance frameworks, and corporate social responsibility (CSR) policies.
  • Annual General Meetings (AGMs): Advising on and managing AGMs, EGMs, and board meetings in compliance with the Companies Act.


4. Company Secretarial Services


  • Statutory Filings: Preparation and filing of annual returns, changes in directorships, shareholding, or registered office with the Business Registration Service (BRS).
  • Maintenance of Statutory Registers: Maintaining registers of members, directors, charges, and beneficial owners (BO).
  • Resolutions & Minutes: Drafting board and shareholder resolutions, minutes, and notices.


5. Shareholder and Investor Relations


  • Shareholder Agreements: Drafting and reviewing shareholder agreements to manage rights, obligations, and exit terms.
  • Investor Onboarding: Advising on equity investments, convertible notes, SAFEs, and other investor instruments.
    • Dispute Resolution: Handling shareholder disputes, deadlocks, and derivative actions.


    6. Mergers, Acquisitions & Joint Ventures


    • Legal Due Diligence: Conducting thorough due diligence on target entities or assets.
    • Transaction Documentation:
      • Share Purchase Agreements (SPAs)
      • Asset Purchase Agreements
      • Joint Venture Agreements
    • Regulatory Approvals: Securing approvals from the Competition Authority of Kenya (CAK), COMESA Competition Commission, and other sector regulators.
    • Post-Transaction Integration: Legal support for business integration, staff transition, and IP/asset transfer.


    7. Corporate Compliance & Regulatory Advisory



    • Regulatory Framework Advice: Advising on compliance with Kenyan laws and sector-specific regulations (e.g., CBK, CMA, RBA, IRA).
    • Beneficial Ownership Disclosure: Assisting companies to comply with BO register requirements.
    • AML/CFT Compliance: Advising on Anti-Money Laundering (AML) and Countering Financing of Terrorism (CFT) requirements under the Proceeds of Crime and Anti-Money Laundering Act (POCAMLA).


    8. Capital Markets and Public Offerings



    • Public Listings: Advising companies on Initial Public Offerings (IPOs), rights issues, and listing on the Nairobi Securities Exchange (NSE).
    • Private Placements: Legal support for private placements, bond issues, and structured finance.
    • Capital Markets Compliance: Ensuring compliance with the Capital Markets Act, CMA regulations, and NSE listing requirements.


    9. Employment and Corporate HR Advisory



    • Executive Contracts: Drafting contracts for senior management and C-suite executives.
    • HR Policies: Designing workplace policies aligned with corporate governance and the Employment Act.
    • Corporate Disputes: Representing companies in employment disputes related to termination, redundancy, or restraint clauses.


    10. Corporate Insolvency and Exit Strategies


    • Voluntary Winding Up: Advising on voluntary liquidation, deregistration, and striking off of companies.
    • Corporate Insolvency: Advising on administration, receivership, and reorganization under the Insolvency Act, 2015.
    • Director Liability: Guidance on directors’ legal obligations during insolvency.


    11. Cross-Border and International Corporate Transactions

    • Foreign Investment Advisory: Assisting international clients to establish or invest in Kenyan entities.
    • Joint Ventures & Alliances: Structuring regional or cross-border corporate alliances.
    • International Compliance: Navigating multi-jurisdictional compliance, sanctions, and foreign regulatory risks.


    12. Corporate Litigation and Dispute Resolution

    • Minority Shareholder Protection: Representing minority interests in oppression and unfair prejudice claims.
    • Director Liability and Misconduct: Litigation involving breach of fiduciary duties, fraud, or negligence.
    • Contractual Disputes: Handling disputes related to shareholder agreements, M&A transactions, or governance failures.