Kenyan Conveyancing, Step by Step: What Should Happen in Each of the 60 Days

Buyers assume conveyancing delays are caused by lawyers. Occasionally they are. Far more often the delay is a consent applied for in week seven that should have been applied for in week one, and by then the whole chain is waiting.

This article sets out what should happen in each stage of a Kenyan conveyance, how long each genuinely takes, and where the time is actually lost.

Stage one: offer and acceptance — days 1 to 3

The offer should be made subject to satisfactory due diligence and, where relevant, subject to finance. An unconditional offer commits you before you know what you are buying.

At this point both parties instruct advocates. The buyer must instruct their own — the seller's advocate acts for the seller and owes you no duty to protect your position. Where the purchase is financed, the bank instructs a third advocate whose client is the bank.

Stage two: due diligence — days 3 to 14

The most important fortnight in the transaction. An official search at the Lands Registry establishes the registered proprietor, tenure, unexpired term and registered encumbrances. Where anything is unusual — a recent transfer, a subdivision, an estate in the chain, a power of attorney — the title is traced backwards.

Alongside the search: land rates position from the county, land rent position on leaseholds, physical inspection to confirm beacons and occupation, and verification of the seller's identity and authority to sell.

Search results usually return in one to three working days. The fortnight allows for the physical inspection, the survey check, and following up whatever the search reveals.

Stage three: the sale agreement — days 14 to 21

The agreement records the price, the deposit, the completion period, the condition of the property, what is included, and the consequences of default by either side.

The deposit — commonly 10% — must be expressed to be held by the seller's advocate as stakeholder. A stakeholder cannot release the money until the contractual conditions are met. An advocate holding as agent for the seller can. The distinction is one word and it determines whether your deposit is recoverable.

The completion date should be realistic. Agreements providing for completion in 30 days where a government consent is required set the parties up for an extension or a dispute.

Stage four: consents — days 21 to 45, and the real bottleneck

Apply immediately on execution of the agreement. Every consent that might be required should be identified in week one and applied for in week three.

Land Control Board consent for agricultural land. The Board sits periodically — often monthly — the parties must attend, and the consent lapses if the transaction is not completed within six months. A controlled transaction completed without it is void.

Lessor consent on leasehold titles, whether from the national government through the Ministry of Lands, a county, or a private lessor. Government consents commonly take three to six weeks.

Spousal consent where the property may be matrimonial property. Obtain it rather than rely on the seller's description of their marital status.

Company approvals where either party is corporate — a board resolution, and member approval where the value or the articles require it.

This stage is where transactions lose months, and almost all of that loss is avoidable.

Stage five: completion documents — days 45 to 50

The seller delivers the executed transfer, the original title document, rates and rent clearance certificates, the consent, passport photographs, KRA PIN certificates, and where applicable the discharge of any existing charge.

Where the property is charged to a bank, the mechanism matters. The purchase price, or the portion required, is paid directly to the lender against a discharge, not to the seller in the expectation that they will settle it. Money paid to a seller who does not discharge the charge is money lost.

Stage six: stamp duty — days 50 to 57

Stamp duty is 4% of value in urban areas and 2% in rural areas. The value is assessed by the Ministry of Lands valuer, and the valuer is not bound by the price in your agreement.

The process: apply for assessment, the valuer inspects, the assessment issues, duty is paid, and the instrument is franked. Assessment commonly takes one to three weeks and is a frequent source of surprise where the valuation exceeds the agreed price. Budget on the assessment rather than on the contract figure.

What if the transaction fails?

Sale agreements should provide for default on both sides, and the remedies differ.

Where the buyer defaults, the agreement commonly permits the seller to rescind and forfeit the deposit, or to sue for specific performance. Forfeiture clauses are enforceable but a court can relieve against forfeiture where the amount is penal rather than a genuine pre-estimate of loss.

Where the seller defaults, the buyer may rescind and recover the deposit with interest, or seek specific performance compelling completion. Specific performance is a discretionary remedy and is more readily granted for land than for other assets, because land is treated as unique.

Where the failure is nobody's fault — a consent refused, a title defect discovered — the agreement should provide for rescission with the deposit returned. Without that provision the parties argue about who bears the abortive costs.

Register a caution against the title if the seller is refusing to complete and you intend to pursue specific performance. It prevents a sale to a third party while proceedings run.

Stage seven: registration — days 57 to 60 and beyond

The stamped transfer, consent, clearances and original title are lodged at the Lands Registry. Registration effects the transfer of legal title, and the new title document issues.

Registration timelines vary by registry. Digitised registries are faster; some registries still take several weeks. A final search immediately before lodging confirms nothing has changed on the register since the transaction began.

What is different about buying from an estate, a company or at auction?

Three transaction types carry additional steps that standard timelines do not allow for.

Buying from an estate. The personal representative can only sell once the grant is confirmed, and the confirmed grant must be produced. A sale agreed on the strength of an unconfirmed grant cannot complete, and the six-month minimum before confirmation can be applied for means these transactions frequently run twice the normal timeline. Confirm the status of the grant before agreeing a completion date.

Buying from a company. Obtain the CR12 to confirm directors, a board resolution authorising the sale and identifying signatories, and where the value or the articles require it, a members' resolution. Where the company is selling substantially all its assets, additional approvals may apply. A transfer executed by a director without authority is challengeable by the company later.

Buying at auction. Usually a sale by a chargee exercising a statutory power of sale. Verify that the statutory notices were properly served on the borrower, because a sale conducted without valid notice can be set aside — leaving the purchaser in litigation with the original owner. Auction terms are typically unconditional with a short completion period, so due diligence has to be completed before bidding rather than after.

What actually causes delay?

Consents applied for late. The single largest cause, and entirely within the parties' control.

Rates or rent arrears discovered at completion. These should surface in week one, when there is time to negotiate who pays. Discovered at week eight, they stop everything.

Stamp duty valuation above the price. Produces a funding gap the buyer must close.

Missing seller documentation. An unregistered power of attorney, an unconfirmed grant in an estate sale, a company resolution nobody passed.

Chain transactions. A seller buying onward makes your completion dependent on theirs.

Financing conditions. The bank's own diligence and conditions precedent run in parallel and frequently become the critical path.

What does conveyancing cost in Kenya?

Advocates' fees for conveyancing are governed by the Advocates Remuneration Order, which prescribes scales by property value. This means fees are substantially fixed rather than negotiable, and a quote materially below the scale should prompt a question about what is excluded.

Beyond legal fees: stamp duty at 4% or 2%, registration fees, search fees, valuation fees for stamp duty assessment, consent application fees, and rates and rent arrears where they exist. The stamp duty is by far the largest item and the one most often underestimated.

How to keep your transaction on schedule

Instruct your own advocate at offer stage, not at agreement stage. Insist that all searches complete before any substantial payment. Identify every consent in week one and apply in week three. Deal with rates and rent early. Confirm the deposit is held as stakeholder. Budget for a stamp duty assessment above your price. And ask your advocate for a written timeline with the consent applications as named milestones.

A transaction managed this way completes in about sixty days. Our property and leasing team runs conveyances to that schedule, and where a matter slips it is almost always because a third party — a lessor, a Land Control Board, a bank — has taken longer than the timetable allowed. Knowing that in week two is very different from discovering it in week eight. Where a transaction does break down, our dispute resolution practice handles deposit recovery and specific performance claims.