Clay&AssociatesAdvocates

Corporate & Commercial

Your Business, Our Solutions.

Analysis and commentary on Kenyan law as it is practised: corporate, IP, regulatory, disputes and the industries we serve. Written by the advocates who do the work.

Two business people shaking hands in an officeCorporate & CommercialShareholder Agreement or Articles of Association: Which One Actually Governs What?Every Kenyan company has Articles of Association. Far fewer have a shareholders' agreement, and many founders assume the…18 Sep 2026Two colleagues discussing charts at a tableCorporate & CommercialAn Employee Just Reported Misconduct. What Do We Do in the First 48 Hours?An employee has come to you, or to HR, with a report of misconduct, fraud, or corruption inside…18 Sep 2026A group of businesswomen in a boardroom meetingCorporate & CommercialWhen Should a Kenyan Startup Actually Get a Board?A Kenyan startup with one or two founders and no outside money does not need a board in…18 Sep 2026A group of colleagues discussing business at a tableCorporate & CommercialMy Family Business Is Growing. Do I Need to Formalise the Board?Many Kenyan family businesses run for years on trust and conversation around a kitchen table, and it works,…18 Sep 2026Legal and corporate team conducting cybersecurity due diligence review ahead of an M&A transaction in KenyaCorporate & CommercialCybersecurity Due Diligence in Kenyan M&A TransactionsBuyers routinely diligence a target's financial statements, tax position and material contracts down to the last clause, then…16 Sep 2026Close-up of two African businessmen shaking hands in an office, representing a company reconstruction or amalgamation agreement in Kenya.Corporate & CommercialStamp Duty Relief for Company Reconstructions and Amalgamations in KenyaEvery corporate reorganisation eventually needs paperwork, a conveyance, a share transfer instrument, a vesting document, and in Kenya…16 Sep 2026Diverse team of African business professionals in a boardroom meeting on laptops, representing a corporate group discussing an internal reorganisation.Corporate & CommercialKenya’s New Tax Relief for Internal Corporate ReorganisationsA company reorganising its group structure in Kenya, whether by distributing an asset or a subsidiary's shares out…16 Sep 2026Close-up of a hand signing a loan or financing document at a desk, representing a lender and borrower finalising a warehouse receipt collateral agreement in KenyaCorporate & CommercialUsing Warehouse Receipts as Loan Collateral in KenyaA farmer or trader who stores agricultural produce in a warehouse licensed under Kenya's Warehouse Receipt System Act…16 Sep 2026Newly built agricultural warehouse with a corrugated metal roof in rural Kenya, representing a licensed warehouse operator under the Warehouse Receipt System ActCorporate & CommercialLicensing a Warehouse Operator Under Kenya’s Warehouse Receipt System ActA cooperative or agribusiness that wants to store maize, coffee, or other produce and issue receipts farmers can…16 Sep 2026 Talk to usNeed advice on Corporate & Commercial?Speak to an advocate about your Corporate & Commercial matter.Get in touch