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Incorporate. Restructure. Scale — With Legal Precision.
Whether you're registering a new company, converting a business structure or executing a merger, you need lawyers who understand Kenya's Companies Act 2015 inside out. F.M. Muteti & Co. Advocates are Kenya's trusted corporate formation lawyers — guiding businesses from incorporation to complex restructuring with precision. 20+ years. 1,110+ Google reviews. Two offices.
From new company registration to mergers and demergers — speak to our corporate lawyers and get a clear roadmap at no initial cost.
📋 Get Free Corporate Consultation → 📞 Call Now: +254 769 554 444 WhatsApp Us Directly🔒 Attorney-client privilege applies from first contact.
Kenya's Companies Act 2015 imposes strict compliance requirements. A poorly formed or wrongly structured company exposes you to regulatory penalties, personal liability and missed business opportunities.
A sole proprietorship when you need a private limited company. An LLP when a subsidiary would serve better. The wrong structure exposes your personal assets to business liabilities, creates tax inefficiencies and limits your ability to raise capital or bring on investors.
Missing annual returns, failing to file beneficial ownership information or operating with outdated articles of association exposes your company to BRS penalties, striking off and even director disqualification under Kenya's Companies Act 2015.
Mergers, demergers and share capital changes that aren't properly documented lead to shareholder disputes, regulatory challenges and failed transactions. Restructuring without proper legal guidance can unravel years of business growth.
We handle end-to-end registration of private limited companies with the Business Registration Service (BRS) — including name reservation, drafting bespoke articles of association, KRA PIN registration, NSSF/NHIF registration and all post-incorporation compliance filings required under the Companies Act 2015.
We register Kenyan subsidiaries and branch offices for foreign companies — preparing the requisite Part XXXV filings, appointing local representatives, obtaining necessary permits and ensuring full compliance with the Companies Act 2015, Investment Promotion Act and sector-specific regulatory requirements.
We form and structure LLPs under the Limited Liability Partnerships Act 2011 — drafting partnership agreements that clearly define partner rights, profit-sharing, decision-making and exit mechanisms while protecting each partner's personal assets from business liabilities.
We structure and execute mergers and amalgamations under Part XXVI of the Companies Act 2015 — from drafting merger agreements and obtaining shareholder approvals to securing Competition Authority of Kenya (CAK) clearance where required and filing with the Registrar.
We advise on and implement corporate restructurings including demergers, spin-offs, share swaps and group reorganisations — ensuring proper valuations, tax efficiency, regulatory approvals and seamless transfer of assets, contracts and employees to the new entities.
We handle share allotments, share transfers, reduction of capital, conversion from private to public company (and vice versa), re-denomination of shares and all associated BRS filings — protecting existing shareholder rights while facilitating growth and investment.
We draft, review and amend articles of association, shareholders' agreements, board charters and governance policies to align with the Companies Act 2015 — establishing clear decision-making frameworks, director duties, minority protections and dispute resolution mechanisms.
We provide ongoing company secretarial services — filing annual returns, maintaining statutory registers, updating beneficial ownership information, preparing board and shareholder resolutions and ensuring your company remains in good standing with BRS and KRA at all times.
"A company's foundation determines its future. We build legally bulletproof corporate structures that protect founders and attract investors."
A structured, transparent process. We handle every filing and regulatory step so you can focus on building your business.
We assess your business objectives and advise on the optimal entity type, ownership structure and regulatory requirements.
We draft articles of association, shareholders' agreements and all constitutional documents tailored to your needs.
We file with BRS, reserve your company name, obtain your certificate of incorporation and register with KRA, NSSF and NHIF.
We open bank accounts, obtain sector licences, file beneficial ownership and set up your statutory registers and compliance calendar.
We provide company secretarial services, annual filings and corporate governance advice as your business scales.
"From single-shareholder startups to multi-entity group restructurings — we build corporate structures that are compliant, scalable and investor-ready."
— F.M. Muteti & Co. Advocates
Experienced advocates who understand every aspect of Kenyan corporate law — from BRS incorporation to Competition Authority merger clearance.
Deep knowledge of Kenya's companies legislation — we ensure every formation and restructuring is fully compliant.
Deadlines for filings and regulatory approvals don't wait. We're available around the clock for time-sensitive matters.
Clear pricing for company formation packages. No hidden charges — you know the full cost before we start.
We've registered hundreds of foreign subsidiaries and JVs — navigating work permits, sector licences and investment approvals.
Embassy House Nairobi and TSS Tower Mombasa — walk-in service Monday to Friday.
Every advocate is registered with the Law Society of Kenya, held to the highest professional standards.
"We needed a Kenyan subsidiary registered urgently for an investor deadline. FM Law incorporated our company, drafted the shareholders' agreement and got our KRA PIN within 10 working days. Exceptional service."
"FM Muteti handled our group restructuring — demerging two business units into separate entities and securing CAK clearance. The entire process was seamless. They saved us months of potential delays."
"As a foreign investor, registering a company in Kenya seemed daunting. FM Law handled everything — from name reservation to work permits. Their corporate team is genuinely world-class."
Clear answers to what clients ask us most about company registration and restructuring in Kenya. For specific advice, speak directly with our corporate lawyers — free, no obligation.
Get Free Consultation →Prefer to call us directly?
📞 +254 769 554 444 — Call NowA standard private limited company can be registered with the Business Registration Service (BRS) within 5–10 working days. This includes name reservation (1–2 days), filing of incorporation documents and issuance of the certificate of incorporation. Post-incorporation registrations with KRA, NSSF and NHIF add a further 3–5 working days. We manage the entire process for you.
Under the Companies Act 2015, Kenya abolished the minimum share capital requirement. You can register a company with as little as KES 1 in share capital. However, practical considerations such as banking requirements, sector licences and investor expectations may call for a higher initial capitalisation. We advise on the optimal share structure for your specific situation.
Yes. Foreigners can own 100% of a Kenyan private limited company in most sectors. There is no requirement for a local director or shareholder (though some regulated sectors have ownership restrictions). You will need a registered office in Kenya and must comply with beneficial ownership disclosure requirements. We handle registrations for foreign investors regularly and can advise on work permits and investment incentives.
A private limited company is a separate legal entity with share capital, governed by the Companies Act 2015. An LLP (Limited Liability Partnership) is governed by the LLP Act 2011 — it offers limited liability for partners without share capital. Key differences include tax treatment, governance flexibility and investor attractiveness. Private companies are generally preferred for businesses seeking external investment, while LLPs suit professional firms and joint ventures.
The process involves incorporating a new limited company, transferring the assets and liabilities of the existing business to the new entity, updating contracts and licences, and deregistering the old business name. We handle the entire conversion — including drafting transfer agreements, novating contracts and ensuring continuity of operations. The process typically takes 2–4 weeks.
Yes, in most cases. Under the Competition Act 2010, mergers and acquisitions that meet certain turnover or market share thresholds must be notified to and approved by the Competition Authority of Kenya (CAK) before implementation. Failure to obtain clearance can result in fines and the transaction being voided. We advise on whether your restructuring triggers a CAK filing and handle the entire notification process.
✦ F.M. Muteti & Co. Advocates · Embassy House, Nairobi · TSS Tower, Mombasa
Kenya's trusted corporate formation lawyers are ready to help. Free consultation. Transparent fees. Walk-in offices. Build your business on a solid legal foundation.
We share a commitment to providing our clients with the highest quality and most cost-effective legal services.
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