Corporate & Commercial

Corporate and commercial law sits at the heart of every business transaction in Kenya. Whether you are a founder registering your first company, a growing enterprise negotiating supply contracts, or an established corporation executing a cross-border merger, the legal framework that governs your operations determines how efficiently you can move, how well you are protected, and how much value you retain.

This area covers the full lifecycle of a business entity. On the formation side, they handle company incorporation through the Business Registration Service (BRS), including name reservation, memorandum and articles of association drafting, shareholder agreements, and post-registration compliance setup such as director registers, beneficial ownership disclosures, and statutory filings. Advocates also advise on the most appropriate entity structure — private limited company, public limited company, limited liability partnership, or branch of a foreign company — taking into account tax efficiency, regulatory exposure, and the long-term commercial goals of the founders.

For operating businesses, they draft and negotiate the full spectrum of commercial contracts: supply and distribution agreements, service-level agreements, agency and franchise arrangements, software licensing and technology transfer contracts, joint venture agreements, and shareholder agreements. Every contract they produce is tailored to the Kenyan legal context, incorporating the provisions of the Companies Act, 2015, the Competition Act, and sector-specific regulations where applicable. Advocates pay particular attention to dispute resolution clauses, force majeure provisions, and termination rights — the provisions that matter most when commercial relationships sour.

On the transactional side, their mergers and acquisitions team guides clients through the entire deal process: structuring the transaction (share purchase versus asset purchase), conducting legal due diligence, drafting the term sheet and definitive agreements, securing regulatory clearances from the Competition Authority of Kenya and sector regulators, obtaining third-party consents, and managing the completion process. Mandates arise on both the buy-side and the sell-side, and range from family-business succession transactions to private equity exits and inbound foreign investments.

Corporate governance is another core pillar of this practice. Advocates advise boards and executive teams on their fiduciary duties under the Companies Act, 2015, the drafting and implementation of board charters and corporate governance policies, compliance with the Code of Corporate Governance Practices, and the management of related-party transactions and conflicts of interest. For listed companies, they provide guidance on Capital Markets Authority regulations and Nairobi Securities Exchange listing requirements.

Finally, they support clients through corporate restructuring — whether that means a group reorganization, a scheme of arrangement, a demerger, or a winding-up. Advocates work alongside tax advisors, insolvency practitioners, and auditors to ensure that every restructuring is legally sound, tax-efficient, and minimally disruptive to ongoing operations.