Company & Commercial Law

We provide an efficient and responsive service to meet the needs of businesses and those who own and manage them; acting for enterprises and entrepreneurs ranging from multinationals to closely held family businesses.

Business Law

Our clients include corporations, partnerships and sole traders, from start-ups and small businesses to banks, manufacturing companies, professional associations, and the trading subsidiaries of charities. We also advise multinational corporate clients on a broad range of transactional and non-transactional issues affecting their international operations.

We develop close relationships with our clients and have acted for many as their on-going principal advisers. Our team of lawyers bring legal expertise and commercial perspective to the most complex transactions or projects. We are available at short notice to meet any sudden need and are committed to giving speedy and practical business advice.

Company & Commercial Law

Our corporate team provides expert legal advice, support and assistance on all of the core aspects and business affairs of your company as stipulated by the Companies Act, 2015 and the regulations thereto.

In any company, the Articles of Association are critical – they bind the members and govern the way in which the company is run.

Who appoints and dismisses the directors? Are any issues reserved for unanimous or qualified majority decision? Are minority interests protected? Are there suitable restrictions on the transfer of shares outside the family or other chosen group? Such questions must be regulated in the Articles because they will govern the legal position in the event of a dispute.

  • Shareholders Agreement

    A Shareholders’ Agreement sets out the private agreements of the shareholders: it is a private document – unlike the Articles, which is filed at Companies Registry.

    Our corporate team regularly advises on:

    • Setting up and structuring companies
    • Company secretarial and administration issues
    • Drafting and amending Articles to suit shareholder structures and wishes
    • Shareholders’ agreements
    • Directors’ duties and corporate governance.
    • Setting up of foreign companies.

  • Partnerships and LLPS

    The beauty of partnerships is their flexibility: a partnership can be established for any purpose and on virtually any terms.

    According to the Partnership Act no 3 of 2017 laws of Kenya and limited liability Partnership Act, Cap 30A, Laws of Kenya
    Partnerships can assume several different forms to wit;

    • General partnerships with unlimited liability.
    • Limited partnership and the limited liability partnership.

    Partnerships are dynamic entities and we advise on changes in the partnership structure and documentation at the significant points in their development.

  • Mergers And Acquisitions

    Buying or selling a company or a business is an exciting challenge, requiring planning and careful execution.

    According to Central Bank of Kenya:

    Due to changes in the operating environment, several licensed institutions, mainly commercial banks, have had to merge (combine their operations in mutually agreed terms) or one institution takes over another’s operations (acquisitions). Some of the reasons put forward for mergers and acquisitions are: to meet the increased levels of share capital; expand distribution network and market share; and to benefit from best global practices among others.

    The Companies Act defines this as any acquisition of shares, Business or other assets whether inside of outside Kenya resulting in the change of control of a business it also includes takeover.

    It’s important to note that all mergers and acquisitions must be reported by way of notice to the following Authorities.

    • Competition Authority which is established under the Competition Act, 2010;
    • Capital Markets Authority;
    • Central Bank of Kenya in case of Bank mergers; &
    • The Registrar of Companies.

    Our corporate team advises on the structure, due diligence process, negotiation and completion of such transactions. After completion, we are available to help with the integration and rationalisation processes.

  • Finance and Security

    We act for lenders and borrowers on all kinds of lending transactions, from simple bilateral loans to syndicated facilities, whether secured or unsecured.

    Our clients include domestic and foreign banks, companies and partnerships. We have particular expertise in:

    • Creating security.
    • secured property transactions
    • Consumercredit contracts.
    • We also specialize in Islamic Banking hence our partnership with Gulf African Bank.

  • Islamic Banking and Finance

    Our Islamic Finance team under the leadership of Zainab Ali offers a seamless service throughout our office network in Kenya We stand by your side from engagement to completion in areas like:

    • Syndicated financing
    • Shariah-compliant funds
    • Structured investment products
    • Islamic project finance
    • Trade finance
    • Real estate finance
    • Capital markets
    • Asset finance
    • Tax and regulatory issues relating to Islamic finance products, transactions and institutions
    • Takaful

  • Commercial Dispute Resolution

    We are experienced in dealing with commercial disputes efficiently and cost effectively.

    We understand the disruption and uncertainty, which unresolved disputes can cause to businesses, their management, reputations and external relationships. As a full-servicefirm, we offer a broad range of expertise to resolve disputes relating to all aspects of running a business. We regularly deal with the following multi-party disputes to wit.

    • Corporate, Joint Venture and Shareholder disputes.
    • Partnership disputes.
    • Civil fraud, asset tracing and recovery.
    • Debt collection and enforcement.
    • Group actions.
    • Manufacturing, retail and distribution. Media and defamation.
    • Insurance and reinsurance.
    • IT and telecoms.
    • Aviation.
    • Transport.

    We always seek to resolve disputes by the means most advantageous to our client – whether this proves to be negotiation, arbitration or mediation.

    Failing successful resolution, we are tenacious in pursuing our clients’ interests through the Courts.

    For instance, for the ten years we have served KCB Bank Kenya Limited with a proven success record. The same is true with Both Equity Bank (Kenya) Limited and Consolidated Bank of Kenya as well as Commercial Bank of Kenya Limited.

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