Most Kenyan tech founders focus on product and growth before they focus on legal structure. The legal decisions made in the first six months, including incorporation, IP ownership, founder agreements, and employment contracts, have consequences that are difficult and expensive to undo later.

1. Incorporate Properly

Incorporate a private limited company at the Business Registration Service. Avoid starting as a sole proprietorship or informal partnership if you intend to raise investment. Articles of association should be tailored to address founder vesting, anti-dilution provisions, and consent rights.

2. Assign All IP to the Company

All intellectual property must be assigned to the company immediately. Founders who develop IP before incorporation must assign it to the company. Any IP developed by contractors must be owned by the company through IP assignment clauses in all employment contracts and contractor agreements.

3. Sign a Co-Founder Agreement

Before incorporating, all founders should address the equity split, the vesting schedule, what happens if a founder leaves before vesting, each founder’s role and responsibilities, and the decision-making process for major decisions.

4. Register Your Trademark

Register your trademark at KIPI before you launch publicly. A trademark application filed before launch protects the brand name you have invested in building.

5. Comply with Data Protection from Day One

Any app or platform collecting personal data from Kenyan users is subject to the DPA 2019. Register with the ODPC, publish a privacy policy, implement consent mechanisms, and build data minimisation into your product design from the start.

6. Get Employment Contracts Right

Every person who works for the company should have a written contract complying with the Employment Act 2007. IP assignment, confidentiality, and non-compete clauses are essential for all early employees.

Setting up a tech startup in Kenya? Contact Clay & Associates Advocates for a startup legal audit. Book a Consultation