Corporate & Commercial
Corporate structuring, joint ventures, shareholder agreements, commercial contracts, distribution and franchise arrangements, board governance and regulatory compliance under the Companies Act 2015. We advise founders, boards, investors and in-house legal teams on the full transaction lifecycle and on day-to-day commercial operations.
What we advise on. We act on company formation and group structuring, shareholder and joint-venture agreements, share and asset sales, commercial contracts of every kind (supply, distribution, agency, franchise, services and licensing), corporate governance and board advisory, and regulatory compliance under the Companies Act 2015. We support clients from the first commercial term sheet through negotiation, documentation, execution and post-deal implementation, and we handle the recurring corporate housekeeping — resolutions, registers, filings and beneficial-ownership compliance — that keeps a company in good standing.
Governing law and regulators. Our advice is grounded in the Companies Act 2015, the Limited Liability Partnership Act, the Contract Act, the Business Registration Service Act and the relevant sector regulators. Where a transaction triggers merger control we coordinate with our Competition team for filings before the Competition Authority of Kenya, and where it has tax consequences we work alongside our Tax team on structuring.
Who we act for. We advise founders and owner-managed businesses, multinational subsidiaries, private equity investors, family enterprises, NGOs and state corporations. Whether you need a one-off contract reviewed or an outsourced general-counsel relationship, the engagement is scoped and priced transparently before work begins.
Why OLM for corporate and commercial. Clients get partner attention and commercial answers — not a memo that lists every theoretical risk and leaves the decision to you. We tell you what matters, what doesn’t, and what we would do, and we turn documents around on timelines that keep your deal moving.
Frequently Asked Questions
How long does it take to register a company in Kenya? A private limited company is typically incorporated at the Business Registration Service within 7 to 14 working days once name reservation and beneficial-ownership details are in order.
Do foreign-owned companies face restrictions in Kenya? Most sectors permit 100% foreign ownership, but certain regulated sectors (such as telecommunications, insurance and ICT) carry local-equity thresholds. We advise on the specific requirement for your sector before you commit to a structure.
What is the difference between a shareholders’ agreement and articles of association? The articles are the company’s public constitution filed at the registry; the shareholders’ agreement is a private contract among the owners that governs control, transfers, deadlock and exit. Most well-run companies have both, and we ensure the two are consistent.
What types of company can I register in Kenya? The main vehicles are the private limited company, public limited company, limited liability partnership (LLP), partnership, and branch of a foreign company. We advise on the best structure for ownership, liability and tax before incorporation.
What is the minimum share capital for a company in Kenya? There is no general statutory minimum share capital for a private company, though certain regulated sectors (such as banking and insurance) impose capital thresholds. We advise on the capital structure appropriate to your business.
How many directors and shareholders does a Kenyan company need? A private company requires at least one director and one shareholder; a public company requires at least two directors. At least one director must ordinarily be resident, and we advise on board composition and residency.
What are directors’ duties under the Companies Act 2015? Directors owe statutory duties to act within powers, promote the success of the company, exercise independent judgement and reasonable care, avoid conflicts and not accept benefits from third parties. We advise boards on discharging these duties.
Do I need a company secretary in Kenya? Every public company, and every private company with paid-up capital above the prescribed threshold, must appoint a qualified company secretary. We provide outsourced company-secretarial services where required.