The value of a transaction is usually decided in due diligence rather than in the negotiation that follows it. A buyer or investor who finds that the cap table does not reconcile, that the intellectual property was never assigned to the company, or that the statutory registers have not been maintained does not usually walk away. They discount, they demand indemnities, or they hold money back.
Two problems recur in Kenyan transactions often enough to be worth naming. The first is corporate housekeeping: the Business Registration Service has been enforcing the beneficial ownership requirements under section 93A of the Companies Act, 2015 with real consequences, and in April 2025 the Registrar issued notices warning that failure to file annual returns or maintain a beneficial ownership register can lead to strike-off. A company that is not in good standing is difficult to fund and harder to sell. The second is founder arrangements never reduced to writing — equity splits, vesting, who owns what was built before incorporation.
We act on the transaction and on the work that makes the transaction possible: structuring, shareholder and founder arrangements, funding rounds, acquisitions and disposals, corporate finance and restructuring. Where a deal is not yet ready to run, we would rather spend a short period making the company diligence-ready than take it to market and lose value in the discount.
Areas of work
Corporate and transactional work we handle
Corporate structuring and reorganisation
Group structure, holding company arrangements, share capital and internal reorganisation — including restructuring undertaken ahead of an investment or a sale to put the assets in the right entity.
Explore 02Shareholder and founder agreements
Equity splits, vesting, reserved matters, drag and tag rights, pre-emption and deadlock mechanics. The agreement matters most in the situation nobody expects at signing: one founder leaving early.
Explore 03Company incorporation and corporate housekeeping
Incorporation, statutory registers, annual returns and the beneficial ownership filings the BRS now enforces. Unglamorous, and the most common reason a transaction timetable slips.
ExploreCorporate governance and board advisory
Directors' duties under the Companies Act, 2015, board and shareholder procedure, conflicts, and the governance upgrades institutional investors expect as a condition of investment.
Startup structuring
Getting a company investable: clean cap table, IP assigned in from founders and contractors, employee equity arrangements, and articles that will not need rewriting at the first term sheet.
Explore 06Startup fundraising and funding rounds
Seed and growth rounds from term sheet to completion — SAFEs, convertible instruments, share subscription and shareholders' agreements, and the conditions precedent that decide when money actually moves.
Explore 07Venture capital and private capital
Acting for founders raising from institutional investors and for funds investing into Kenyan companies, including investor protections, information rights and board composition.
Explore 08Mergers and acquisitions
Share and asset acquisitions, disposals and mergers: structure, due diligence, sale and purchase agreement, warranties and indemnities, and completion mechanics.
Explore 09Buying a business
Buy-side advice including diligence scope, price adjustment mechanisms, warranty protection and how much of the consideration should be deferred or held in escrow.
Explore 10Selling a business and founder exits
Sell-side preparation and execution: getting the company diligence-ready, managing the disclosure exercise, and negotiating the limits on post-completion liability.
ExploreTransaction due diligence
Legal diligence on a target — corporate, contractual, employment, property, IP and regulatory — reported by materiality rather than as an undifferentiated list of findings.
Corporate finance and debt capital
Facility agreements, security packages, intercreditor arrangements, project and blended finance, refinancing and the corporate authorisations a lender will require.
Restructuring and distressed situations
Debt restructuring, rescue financing and the options under the Insolvency Act, 2015 for a business under pressure — where directors' exposure changes as solvency becomes doubtful.
Merger control and regulatory approvals
Competition Authority of Kenya notification and clearance where thresholds are met, together with any sector approvals the transaction requires. These sit on the critical path and are best assessed at structuring stage.
The law that applies
The corporate law framework in Kenya
Kenyan corporate transactions run on the Companies Act and a small number of adjacent statutes. These are the provisions that most often shape a deal, and the compliance obligations that most often delay one.
Companies Act, No. 17 of 2015
The principal statute: incorporation, share capital, directors' duties, shareholder rights and remedies, and the procedural machinery for corporate decisions. It also governs schemes of arrangement and the statutory routes for reorganisation.
Companies Act, 2015 section 93A — beneficial ownership
Every company must keep a register of beneficial owners and lodge it with the Business Registration Service through eCitizen, updating it within 14 days of any change. The BRS has enforced this actively since 2024, and non-compliance also affects access to financing and eligibility for government tenders.
Failure to keep the register attracts a fine of KES 500,000 plus daily default penalties. In April 2025 the Registrar issued notices warning of strike-off under section 894 for failure to file annual returns or update beneficial ownership records.
Insolvency Act, No. 18 of 2015
Provides administration, liquidation and company voluntary arrangements, and introduced rescue procedures aimed at preserving viable businesses. Relevant to any transaction involving a distressed target, and to directors weighing their position as solvency becomes uncertain.
Competition Act, 2010
Requires notification of mergers and acquisitions to the Competition Authority of Kenya where the applicable thresholds are met, with completion prohibited before clearance. Because clearance sits on the critical path, it should be assessed when the structure is chosen rather than when the agreement is signed.
Capital Markets Act (Cap 485A)
Governs public offers, listed companies and regulated fundraising activity. Most private fundraising falls outside it, but the boundary matters: a widely marketed offer can engage the public offer rules without the company intending it.
Business Laws (Amendment) Act, 2024
In force from 27 December 2024, amending a group of business statutes including the Banking Act, the Central Bank of Kenya Act, the Microfinance Act, the Standards Act and the Special Economic Zones Act. Relevant when diligence touches a regulated target.
Who we act for
Who we act for on corporate transactions
Founders and startups
Raising a round, formalising arrangements between co-founders, or preparing for diligence a company has not been through before.
Investors and funds
Investing into Kenyan companies and needing diligence, investor protections and enforceable governance rights.
Boards and management
Governing a company through a transaction, a governance upgrade, or a period where solvency and directors' duties need careful attention.
Buyers and sellers of businesses
Acquiring or exiting a Kenyan business and needing structure, diligence and a sale agreement that allocates risk sensibly.
Established companies
Restructuring a group, raising debt, or resolving corporate housekeeping that has fallen behind and is now blocking something else.
Foreign acquirers and investors
Buying into or acquiring a Kenyan company and needing local diligence, regulatory clearance and completion mechanics handled here.
Get the company ready before the buyer looks
Whether you are raising, acquiring or selling, tell us what the transaction is and where the company currently stands. We will tell you what needs fixing first and what it will take to get there.
How we work
How a corporate transaction runs with us
- 01
Structure and readiness
We look at the transaction structure and the company's actual state — registers, filings, cap table, IP ownership — and flag what needs fixing before a counterparty sees it.
- 02
Diligence
Buy-side investigation or sell-side preparation and disclosure, reported by materiality so the commercial team can see what actually affects price or risk.
- 03
Documentation and negotiation
Term sheet through to definitive documents — subscription or sale agreement, shareholders' agreement, disclosure letter and ancillaries — negotiated against a position agreed with you in advance.
- 04
Completion and post-completion
Conditions precedent, regulatory clearances, completion mechanics, then the filings and register updates that make the transaction effective and the company compliant afterwards.
Common questions
Questions we are asked most
What is a beneficial ownership register and does my company need one?
Yes — every company registered in Kenya must keep a register of its beneficial owners and lodge it with the Business Registration Service through eCitizen under section 93A of the Companies Act, 2015, updating it within 14 days of any change. Failure to keep the register attracts a fine of KES 500,000 plus daily default penalties, and the Registrar has warned that companies which do not file annual returns or maintain beneficial ownership records may be struck off under section 894. It also affects access to bank financing and eligibility for government tenders, which is usually what brings it to a board's attention.
What do investors look for when they run due diligence on a Kenyan startup?
Consistently the same things: a cap table that reconciles to the statutory registers and to the resolutions behind them; written assignment of intellectual property from every founder, employee and contractor who built anything; up-to-date filings at the BRS including beneficial ownership; employment arrangements that reflect how people are actually engaged; and no undisclosed liabilities or related-party arrangements. None of this is difficult to fix in advance. All of it is expensive to fix during a round, because it is being fixed under time pressure with the price already indicated.
Should we raise on a SAFE, a convertible note or an equity round?
It depends on how far the business is from a priced round and on how much the parties want to negotiate now. Convertible instruments and SAFEs defer the valuation and are faster and cheaper to document, which suits early rounds. A priced equity round settles ownership and governance immediately, which investors putting in significant sums usually prefer. Whichever route is chosen, the conversion mechanics need to be drafted against Kenyan company law rather than lifted from a foreign template, because the share issue that ultimately implements the conversion has to work under the Companies Act.
Does an acquisition in Kenya need Competition Authority approval?
It depends on whether the transaction meets the applicable thresholds under the Competition Act, 2010. Where notification is required, the merger cannot be completed until clearance is obtained, and closing without it exposes the parties to serious consequences. Because clearance takes time and sits on the critical path, the analysis should be done when the structure is being chosen rather than discovered late in the timetable.
How long does an M&A transaction take in Kenya?
For a straightforward private acquisition with a well-prepared target, a few months from term sheet to completion is realistic. What extends it is almost always one of three things: diligence findings that require remediation before completion, regulatory clearance where merger control or a sector approval applies, or a target whose corporate records need reconstructing. The first and third are within the seller's control if work starts early enough.
Can a foreign investor own 100% of a Kenyan company?
In most sectors, yes — Kenya permits full foreign ownership of a private limited company as a general position. Specific sectors impose local shareholding requirements or licensing conditions, and some regulated activities carry their own restrictions, so the answer depends on what the company will actually do. The related questions worth resolving at the same time are directorship, work permits for foreign personnel, and whether an investment certificate offers any benefit for the intended scale of investment.