From the moment a founder registers a company to the day a business negotiates a major acquisition, commercial and corporate law shapes nearly every significant decision along the way. At Kathurima N Advocates, we support businesses across Kenya through company formation, contracts, shareholder relationships, and transactional work, giving founders, growing companies, and established organizations the legal foundation to build with confidence rather than exposure.
Commercial and corporate activity in Kenya operates within a defined regulatory structure. The Companies Act, 2015 governs how companies are formed, managed, and dissolved, setting out directors' duties, shareholder rights, and reporting obligations. The Business Registration Service Act oversees the registration of business names, companies, partnerships, and Limited Liability Partnerships through the Business Registration Service. The Competition Act, 2010 promotes fair competition and governs how mergers and acquisitions are reviewed for anticompetitive effect. Larger businesses raising capital or operating in regulated sectors also engage with the Capital Markets Act and sector specific regulators. Understanding which of these frameworks applies to your specific business, and at which stage of growth, is central to building on solid legal ground from the outset.
Business Formation and Structuring. We advise founders on the right legal structure for their specific business, a private limited company, a Limited Liability Partnership, or a simple business name, weighing liability protection, compliance burden, and future growth plans before recommending a path. Choosing incorrectly at the outset is one of the most common and costly mistakes founders make, and one we help clients avoid.
Company Registration. We manage company incorporation from start to finish through the Business Registration Service, name reservation, constitutional documents, beneficial ownership disclosure, and Certificate of Incorporation, so your business starts on properly documented legal footing.
LLP Formation. For professional partnerships, law firms, accounting practices, consulting firms, we register Limited Liability Partnerships under the Limited Liability Partnerships Act, 2011 and draft the partnership deed that governs how partners actually share profits, make decisions, and handle an eventual exit.
Shareholder Agreements. We draft shareholder agreements that go well beyond the Companies Act's default provisions, covering exit mechanisms and valuation, drag along and tag along rights, antidilution protection, and deadlock resolution, protecting both majority and minority shareholders before a dispute ever arises.
Commercial Contracts. We draft, review, and negotiate the full range of commercial agreements, supply and vendor contracts, service agreements, licensing arrangements, and partnership agreements, built to protect your interests and hold up if a dispute arises later.
Mergers and Acquisitions. We advise on the legal aspects of buying, selling, and merging businesses, due diligence, transaction structuring, and regulatory compliance under the Competition Act, 2010, helping clients move through complex transactions with clarity rather than costly surprises late in the process.
Joint Ventures. We structure joint venture agreements between local and international partners, addressing governance, profit sharing, and exit terms clearly from the outset.
Corporate Governance and Compliance. We advise boards and management on directors' duties under the Companies Act, 2015, annual filing obligations, and the ongoing compliance requirements that keep a company in good standing with the Registrar.
Business Sales and Restructuring. We handle the legal side of buying or selling an existing business, and advise on corporate restructuring where a business needs to reorganize its structure to support new growth or investment.
One of the most consequential early decisions any founder makes is choosing between a business name, an LLP, and a limited company, and it is a decision that shapes personal liability exposure, the ability to bring in partners or investors later, and how much ongoing compliance a business must manage. A business name offers speed and simplicity but no separation between personal and business liability. An LLP suits professional partnerships wanting liability protection without a company's full governance burden. A limited company, built around a share structure, is generally the right foundation for any business planning to raise outside investment or scale significantly. We walk founders through this decision based on their actual business, not a default assumption, and handle the registration and documentation once the right structure is chosen.
A significant share of commercial disputes in Kenya originate not from bad faith, but from agreements that were never properly documented in the first place, a shareholder arrangement based on a handshake, a partnership without a written deed, a commercial relationship with no clear contract governing what happens if something goes wrong. We build agreements, shareholder agreements, partnership deeds, commercial contracts, that anticipate the disagreements a business relationship might eventually face, valuation on exit, deadlock between founders, what happens if a key partner wants out, so that if a dispute does arise, the parties are working from clear terms rather than starting an argument from scratch.
We work with businesses at every stage, from a first time founder registering their first company to an established business negotiating a significant acquisition, tailoring our advice to where the business actually is and where it is trying to go. That means practical, commercially minded guidance rather than theoretical legal analysis divorced from how your business actually operates, and it means being available to move quickly when a transaction or a deadline requires it.
Should I register a company or an LLP? It depends on your business. A limited company suits businesses planning to raise outside investment, built around a share structure investors expect. An LLP suits professional partnerships wanting liability protection with a lighter compliance load. We assess your specific situation before recommending either.
How long does company registration take in Kenya? For a complete, properly prepared application through the Business Registration Service, registration typically takes around three to five working days.
Do I need a shareholders agreement if I already have Articles of Association? Yes. The Companies Act's default provisions and standard Articles are general by design and rarely address the specific scenarios that cause disputes, valuation on exit, deadlock, drag along rights. A shareholders agreement fills these gaps deliberately.
What does a mergers and acquisitions transaction typically involve? Due diligence on the target business, negotiation of transaction terms, drafting of the sale or merger agreement, and compliance with the Competition Act, 2010 where the transaction meets relevant thresholds for regulatory review.
Can foreign investors register a company or LLP in Kenya? Yes, both individuals and corporate entities, local or foreign, can be shareholders or partners, though certain roles, such as an LLP's manager, require Kenyan residency.
What ongoing compliance does a registered company need to maintain? Annual returns filed with the Registrar, proper accounting records, and prompt notification of any changes to directors, shareholders, or registered office details.
Whether you are registering your first company, drafting a shareholder agreement, or navigating a significant transaction, our commercial and corporate law team is ready to give your business the legal foundation it needs to grow with confidence.
