Analysis for directors, investors and family principals on the questions that actually reach our desks — company structure, land title, employment exposure, tax disputes and succession. No summaries of the statute you could read yourself.
100
Articles
14
Practice areas
10+
Years advising
Most read
Incorporation is the easy part. The obligations that attach the moment your certificate issues are where most Kenyan companies fall out of compliance in year one.
Read the analysisMost ELRC claims are not about whether the employer was right. They are about whether the employer followed procedure.
Read the analysisArticle 65 of the Constitution caps foreign land ownership at leasehold. Most overseas buyers discover this after paying a deposit.
Read the analysisThe full library
Every article is written by a Gracen Law advocate and reviewed before publication. Where the law is unsettled, we say so.
Anyone can file the forms. The value sits in the shareholding structure, the articles, and the founder protections that are expensive to retrofit after a raise.
Read the analysisThe Companies Act 2015 codified directors' duties that many Kenyan boards still treat as advisory. Personal liability says otherwise.
Read the analysisThe threshold is clearer than most directors think, and the penalty for getting it wrong is not the fine — it is the invalid resolution.
Read the analysisForeign founders routinely incorporate first and ask about permits second. That sequence costs months and sometimes forces a restructure.
Read the analysisEntity choice is a tax and liability decision dressed up as an administrative one. Converting later is possible, rarely cheap.
Read the analysisMost compliance failures in Kenya are not decisions. They are calendar failures, and they compound quietly until a transaction exposes them.
Read the analysisDirectors who simply stop filing believe the company quietly disappears. It does not, and the liabilities follow them personally.
Read the analysisEvery fraudulent title we have seen would have failed at least one of nine standard searches. The searches cost less than the loss.
Read the analysisLand litigation in Kenya is won on documents assembled years earlier, not on arguments made at the hearing.
Read the analysisA clean Kenyan conveyance takes about sixty days. The ones that take six months usually stalled at a consent nobody applied for early.
Read the analysisTitle fraud in Kenya rarely involves a forged document. It usually involves a real document and a person with no right to sell.
Read the analysisCoastal title carries a century of layered claims. A search that satisfies you in Nairobi is not sufficient in Mombasa.
Read the analysisTenants negotiate hard on rent and sign whatever the reinstatement clause says. That clause is where the money is.
Read the analysisKaren titles are old, large and often subject to covenants written for a Nairobi that no longer exists.
Read the analysisSectional title changed how Nairobi townhouses are owned. Many Lavington developments still transfer on the old basis.
Read the analysisBuyers treat a 99-year lease as ownership. With thirty years left, the bank does not, and that is when the difference bites.
Read the analysisRankings measure the size of a firm's marketing budget as much as its capability. These nine questions measure the capability.
Read the analysisThe gap between a good and a poor external counsel relationship is usually scoping, not talent.
Read the analysisKenyan legal fees are partly statutory. Knowing which parts are fixed and which are negotiable changes the conversation.
Read the analysisFCPA exposure in Kenya usually arrives through a local agent or facilitation payment nobody at head office authorised.
Read the analysisUpper Hill runs on documentation that must be right the first time. Security registered late is security that ranks behind someone else.
Read the analysisCompanies scaling through Westlands hit the same four legal constraints in the same order. Anticipating them is cheaper.
Read the analysisA branch exposes the parent directly. A subsidiary does not. That single difference usually settles the question.
Read the analysisCounty licensing is where most CBD businesses first meet enforcement, and it is entirely avoidable.
Read the analysisCAK clearance is the long pole in most Kenyan deals. Structuring to fall below the threshold is legitimate and often overlooked.
Read the analysisGovernance is not a document set. Investors test whether the board actually met and whether the minutes reflect real decisions.
Read the analysisDirectors who trade on past the point of no return face personal liability. The Insolvency Act gives them a route out if used early.
Read the analysisA substantively fair dismissal conducted unfairly is still unfair dismissal in Kenya. Procedure is not a formality.
Read the analysisThe statutory cap is twelve months' pay. What decides where in that range a claim lands is almost always the paper trail.
Read the analysisRestraint of trade clauses copied from English precedents are routinely struck down in Kenya for being unreasonable in scope.
Read the analysisEmployers lose ELRC claims on documents they did not create at the time. No defence rebuilds a disciplinary record after the fact.
Read the analysisCompliance failures surface during due diligence, when they are repriced as a deduction from your valuation.
Read the analysisEmploying a foreign national without a valid permit exposes the company and its directors, not just the employee.
Read the analysisStartups classify early staff as contractors to stay flexible. The ELRC looks at the substance of the relationship, not the label.
Read the analysisRedundancy in Kenya requires notification before decisions are made. Employers who notify afterwards have already lost.
Read the analysisMost Kenyan debts are recoverable. The question is whether the recovery costs less than the debt, and that is decided in the first month.
Read the analysisRecovery is decided early. By the time a matter is a year old, the assets have usually moved.
Read the analysisA valid statutory demand converts a payment dispute into an insolvency risk for the debtor. That changes the conversation.
Read the analysisThe best recovery clause is written before the invoice. The second best is a sequence that leaves the relationship intact.
Read the analysisAgainst a shipping counterparty, arrest is leverage no demand letter can match — but the window is short.
Read the analysisA judgment from London is not self-executing in Nairobi. Which route you take depends on where it was obtained.
Read the analysisA power of attorney signed abroad and never registered in Kenya will be refused by the Lands Registry. That is the most common failure we see.
Read the analysisWhen a majority shareholder dies without planning, the company's bank account is frozen while the family argues. Trading stops.
Read the analysisIntestacy in Kenya distributes by statute, not by fairness or by what the family agreed at the funeral.
Read the analysisMost Kenyan wills that fail were validly executed. They failed on dependant provision, which drafting can address in advance.
Read the analysisExecutors who distribute before advertising for creditors pay those creditors personally. It is a common and expensive mistake.
Read the analysisA single global will usually means two probates and two sets of costs. Mirror wills, drafted to interlock, avoid that.
Read the analysisSettlors want asset protection and full control. Kenyan law lets you have one of them properly, not both.
Read the analysisIn family businesses the estate plan and the shareholders' agreement must be drafted together, or they will contradict each other.
Read the analysisKenyan law protects dependants against the terms of a will. Testators who do not plan for that create the dispute they were trying to avoid.
Read the analysisA UK grant does not administer Kenyan land. Resealing exists, and diaspora families almost never plan for it in advance.
Read the analysisKenya abolished estate duty. That does not make death tax-free, and UK-domiciled families face a second bill entirely.
Read the analysisDependant provision claims succeed far more often than capacity challenges. Most families choose the harder argument.
Read the analysisAlmost every long-running estate dispute we see traces to one of four planning failures, all of them cheap to prevent.
Read the analysisA will alone leaves four of the six gaps open. Pension nominations, in particular, override it entirely.
Read the analysisSectional title apartments do not transmit like land. Service charge arrears follow the unit, not the deceased.
Read the analysisThe grant is not the end. Confirmation is, and the gap between them is where most Kenyan estates stall for years.
Read the analysisThe gazettement window exists so objections surface early. Families who treat it as a formality meet those objections at confirmation instead.
Read the analysisFamilies arrive at succession meetings with a death certificate and little else. Six documents decide how long the matter will take.
Read the analysisIntestacy rules were written for a household structure that many Kenyan families do not have. The result is rarely what anyone intended.
Read the analysisTransferring control while the founder is alive costs tax. Transferring it at death costs the business.
Read the analysisResealing works only for certain jurisdictions. For the rest, a fresh Kenyan grant is the only route, and it is not slower.
Read the analysisThe Law of Succession Act expressly steps back where Islamic law applies. Knowing which regime governs decides everything that follows.
Read the analysisCommercial disputes in Kenya turn on five clauses. Negotiating effort usually goes to price, which is rarely disputed.
Read the analysisA contract review that only checks legal enforceability has done half the job. The commercial risk allocation is the other half.
Read the analysisThe forum is usually chosen years earlier in a contract clause nobody negotiated. That clause deserves more attention than it gets.
Read the analysisA defective arbitration clause sends you to court to argue about where to argue. Most defects are a single missing word.
Read the analysisDetained cargo accrues demurrage daily while the dispute runs. Speed of response matters more than the strength of the argument.
Read the analysisInterim relief is often the whole case. Once assets are preserved, most Kenyan commercial disputes settle.
Read the analysisEvery JV dispute we have handled traced to a deadlock the agreement did not resolve. The mechanism costs nothing to include.
Read the analysisRegister the trade mark before the franchise agreement, not after. Kenya is first-to-file and brand hijacking is common.
Read the analysisSecurity not registered within the statutory window is void against a liquidator. The window is short and unforgiving.
Read the analysisCBK enforcement has shifted from capital to governance and AML. Institutions still resourcing for the old priorities are exposed.
Read the analysisFinancial assistance rules catch acquisition structures that look ordinary. The fix is straightforward if identified before signing.
Read the analysisMost Kenyan fintechs need a licence they had not identified at launch. Retro-fitting one while live is the expensive path.
Read the analysisProjects reach financial close when risk sits with the party best able to bear it. Most stall because it does not.
Read the analysisRegulators do not fault the policy document. They fault the gap between the policy and what staff actually do.
Read the analysisCustomer float must sit in trust, separated from the operator's balance sheet. That single requirement shapes the whole business model.
Read the analysisThe private placement exemption is narrower than most Kenyan issuers assume, and breaching it invalidates the raise.
Read the analysisTreaty protection depends on where your holding company sits. That decision is made once and cannot be usefully revisited later.
Read the analysisKenya's stated FDI incentives and its enforced sector caps do not always align. Knowing which is which shapes the structure.
Read the analysisIn Kenyan private deals, the findings that most often reprice are unregistered land and undocumented employment liabilities.
Read the analysisForum selection matters more than governing law in China-Kenya contracts. Enforcement is where these disputes are decided.
Read the analysisThe structure you buy through decides your tax on exit. Most investors decide it after they have found the building.
Read the analysisOff-plan buyers in Kenya are unsecured creditors unless the contract says otherwise. It rarely says otherwise by default.
Read the analysisKenya has no exchange control on repatriation. The constraint is tax, and treaty relief has to be claimed correctly and early.
Read the analysisA building without a valid occupancy certificate is not lettable, and no valuation report will mention it.
Read the analysisKenya's REIT regime is well drafted and lightly used. The barrier is scale, not law.
Read the analysisCRS ended the era of undisclosed offshore holdings for Kenyan families. Structures now have to work in daylight.
Read the analysisMost Kenyan family balance sheets grew by accretion, not design. The legal structure rarely reflects how the assets are actually held.
Read the analysisAsset protection put in place after a claim arises is a transaction at undervalue. Timing is the entire question.
Read the analysisA family office that manages only family money usually sits outside the CMA perimeter. Adding one outside investor changes that.
Read the analysisTax-efficient and legally robust are not the same objective, and advisers optimising separately produce structures that fail both.
Read the analysisThe beneficial ownership register changed the baseline. Planning that assumes anonymity is planning against the current rules.
Read the analysisTreaty access now requires genuine substance. Structures built for the old rules no longer deliver the relief they were built for.
Read the analysisThe hardest question is not who inherits. It is how heirs who do not work in the business are paid without draining it.
Read the analysisIf any of this is live for you right now, speak to an advocate. The first consultation is free and you will get a straight answer on where you stand.