Corporate
Lawyer in Kenya —
Fintech · M&A · Startups

Legal due diligence for an acquisition in Kenya covers corporate records and incorporation documents, share register and ownership history, all material contracts and agreements, land titles and property interests, employment contracts and liabilities, pending litigation, tax compliance, regulatory licences and permits, and intellectual property. We produce a comprehensive due diligence report identifying risks, liabilities and contingencies — giving you the information needed to negotiate price adjustments, warranties and indemnities.

Yes, in most cases. The Competition Act requires parties to notify the Competition Authority of Kenya (CAK) of any proposed merger or acquisition that meets the prescribed thresholds. Transactions completed without CAK approval are void and parties face substantial penalties. We assess whether your transaction triggers notification requirements, prepare the merger notification filing and manage the CAK review process — including responding to information requests and attending hearings where required.

A properly drafted founders or shareholder agreement for a Kenyan startup should address: equity ownership percentages and share classes, vesting schedules and cliff periods, IP assignment to the company, roles and responsibilities of each founder, decision-making and voting rights, reserved matters requiring unanimous consent, anti-dilution protections, drag-along and tag-along rights, non-compete and non-solicitation clauses, exit provisions and dispute resolution mechanisms. We draft these agreements to protect all parties while keeping the company investable for future funding rounds.

VC investments in Kenyan startups are typically structured through preferred share issuance, convertible notes or SAFEs (Simple Agreements for Future Equity). The transaction documents include a term sheet, subscription agreement, shareholder agreement (with investor protections like anti-dilution, board seats and information rights), and constitutional amendments. We advise both startups and investors on the optimal structure, negotiate terms and prepare all legal documentation to close the round efficiently.

An Employee Share Option Plan (ESOP) allows your startup to grant employees the right to purchase shares at a predetermined price after a vesting period. ESOPs are critical for attracting and retaining talent in Kenya's competitive tech market — especially when cash compensation alone isn't enough. We structure ESOPs that comply with Kenyan company law and tax regulations, draft the scheme rules and individual option agreements, and advise on the tax implications for both the company and participating employees.