Practice Areas / Corporate & Commercial
Corporate & Commercial
Businesses in Kenya operate in an environment of opportunity and complexity. New markets are opening across East Africa and beyond. Regulatory frameworks are evolving. Competition for capital, talent,…
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Overview
Businesses in Kenya operate in an environment of opportunity and complexity. New markets are opening across East Africa and beyond. Regulatory frameworks are evolving. Competition for capital, talent, and market share is intensifying. At every stage, from the first incorporation, filed with the Business Registration Service, to the most complex cross-border transaction, the quality of legal counsel shapes the outcome.
Our corporate and commercial practice advises businesses across the full spectrum of commercial activity. We work with founders incorporating their first company, established enterprises structuring major transactions, investors deploying capital into East African markets, and multinational corporations navigating Kenya's commercial landscape.
We do not treat corporate law as paperwork. Every company formation, every shareholder agreement, every commercial contract is a decision that shapes the future of a business. We approach each engagement with that perspective
What we do
12 service lines. Select one to see what it covers.
Corporate & CommercialCompany Formation
We advise on the formation of private limited companies, public limited companies, limited liability partnerships, and sole proprietorships under the Companies Act No. 17 of 2015. Our service covers name reservation at BRS, bespoke articles of association drafted around your actual shareholding and control structure, shareholder agreements, board resolutions, KRA PIN registration, and beneficial ownership reporting, so the company is properly constituted from the outset rather than needing costly fixes once it is trading.
Corporate & CommercialForeign Company & Branch Registration
A foreign company must register as a branch or subsidiary with the Registrar of Companies under the Companies Act, 2015 before it can lawfully commence business in Kenya. We advise on the branch-versus-subsidiary decision, prepare and file the registration documents, appoint a local authorised representative, and handle the KRA PIN and any sector-specific licensing that follows, so your Kenyan entry is compliant from the first transaction.
Corporate & CommercialMergers & Acquisitions
We advise buyers, sellers, and investors on the full M&A lifecycle: deal structuring, legal and regulatory due diligence, drafting and negotiation of transaction documents, Competition Authority filings, and post-completion integration. Whether you are acquiring a competitor, exiting a family business, or consolidating group holdings, we manage the legal risk at each stage so the deal that completes is the deal you actually agreed to.
Corporate & CommercialCapital Markets
We advise on capital raising including private placements, bond issuances, and structured finance. Our work covers CMA compliance, disclosure obligations, and prospectus preparation under the Capital Markets Act (Cap 485A), giving issuers a clear regulatory path from initial structuring through to a completed raise, and giving investors confidence that the instruments on offer meet Kenyan securities law.
Corporate & CommercialPrivate Equity & Venture Capital
We advise both investors and investee companies on PE and VC transactions: term sheets, subscription agreements, shareholders' agreements with investor protections (anti-dilution, liquidation preferences, drag-along/tag-along), regulatory approvals, and exit planning. Having acted on both sides of the table, we know which terms are standard market practice in Kenya and which are genuinely worth negotiating.
Corporate & CommercialEmployee Share Ownership Plans (ESOPs)
We design and implement employee share ownership plans for growth companies looking to attract, retain, and align key staff, structuring the scheme rules, vesting schedules, and trust or nominee arrangements around your existing cap table. We also advise on the tax treatment for the company and for participating employees, so the scheme rewards the people building the business without creating unexpected liabilities on either side.
Corporate & CommercialShare Buybacks & Capital Reduction
We advise companies returning surplus capital to shareholders, buying out a departing member, or restructuring their share capital, on the solvency statement, special resolution, and Companies Act procedure each route requires. Getting the mechanics right protects the directors who authorise the transaction, since a defective buyback or reduction can be challenged long after it has taken effect.
Corporate & CommercialCommercial Contracts
We draft, review, and negotiate supply agreements, service contracts, licensing deals, joint ventures, NDAs, and master service agreements. Our approach is to keep every clause clear, enforceable, and commercially sensible under Kenyan law, so the obligations you sign up to are ones you can actually rely on, and enforce, when it matters.
Corporate & CommercialDistribution & Agency Agreements
We advise businesses expanding into a new territory or product line on the choice between a distribution and an agency structure, and draft the resulting agreement to fix pricing, territory, exclusivity, minimum performance, and termination on terms that protect your position. Getting this choice right at the outset avoids the disputes that surface when a relationship ends and neither side agreed what should happen next.
Corporate & CommercialCorporate Governance
We advise boards, directors, and shareholders on governance under the Companies Act 2015: fiduciary duties, board charters, governance audits, shareholder disputes, minority rights, annual compliance, and beneficial ownership reporting. For regulated entities we also work to the specific governance standards your sector regulator expects, so a governance review reduces real risk rather than sitting as a policy document nobody consults.
Corporate & CommercialCorporate Restructuring & Insolvency
We advise financially distressed companies and their creditors on administration under the Insolvency Act, 2015, the formal rescue mechanism that lets a company negotiate with creditors and restructure its affairs as an alternative to winding up. Where restructuring is not viable, we advise on receivership and liquidation, working to protect our client's position, whether that client is the company, a director, or a creditor.
Corporate & CommercialStartup Advisory
We provide a structured legal foundation for founders: incorporation, co-founder agreements, vesting, IP strategy, employment contracts with IP assignment, DPA 2019 compliance, and seed fundraising support. Our fee structures for startups reflect early-stage resource constraints and are designed to scale with the company rather than draining runway the business needs elsewhere.
Most matters cross two or three of these.
Describe the situation in your own words. We will tell you what it actually involves, which services it touches, and what it will cost, before you commit to anything.
Why clients instruct us for corporate & commercial
Four commitments specific to this practice.
You know the cost before the first meeting
Company registration, business name registration and demand letters carry fixed fees on our public schedule. No estimate that quietly grows.
We act for founders and for investors
Working both sides of the cap table means we know how the other party will read the clause you are negotiating, and where they will push.
One firm across the whole lifecycle
The team that forms your company can paper your contracts, negotiate your raise and stand behind you in a shareholder dispute.
Partner attention by design
Deliberately structured so senior lawyers work the matter rather than passing your file down a pyramid.
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Tell us what you are working on. You will get a clear view of what the matter involves and what it costs before you commit to anything.
- &Your consultation fee is credited in full against your engagement fee
- &Scope, approach and fee confirmed in writing before work begins
- &Our full fee schedule is published online
- &Nextgen Mall, 5th Floor Suite 6, Mombasa Road, Nairobi
