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.

A businesswoman working at a desk with a laptop and notebookRegulatory & ComplianceIs My SME Legally Required to Have Formal Governance? What Changes as You GrowNo. Kenyan company law does not force a small or medium business to adopt a board with independent…18 Sep 2026Two colleagues reviewing a document on a laptop togetherCorporate & CommercialWhat Am I Actually Signing Away in My Startup’s Term Sheet?A startup term sheet is usually a short summary, mostly non-binding, but it is where control between founder…18 Sep 2026Two business people shaking hands in an officeCorporate & CommercialShareholder Agreement or Articles of Association: Which One Actually Governs What?They do different jobs, and the Companies Act, 2015 treats them differently. The articles of association are the…18 Sep 2026Two colleagues discussing charts at a tableRegulatory & ComplianceAn Employee Just Reported Misconduct. What Do We Do in the First 48 Hours?When an employee misconduct report lands on your desk, the first 48 hours should do four things: check…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 startup board…18 Sep 2026A group of colleagues discussing business at a tableCorporate & CommercialMy Family Business Is Growing. Do I Need to Formalise the Board?No. A Kenyan private company is not legally required to run a formal board. Under the Companies Act,…18 Sep 2026Legal and corporate team conducting cybersecurity due diligence review ahead of an M&A transaction in KenyaRegulatory & ComplianceCybersecurity 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 2026 Talk to usNeed advice on Corporate & Commercial?Speak to an advocate about your Corporate & Commercial matter.Get in touch