How long does legal due diligence take?

It depends on the size of the company, the quality of its records and the scope agreed. A focused review of a small private company is much quicker than a full review of a group with land, licences and many contracts.

What is vendor due diligence?

Vendor due diligence is a review commissioned by the seller before marketing a business. It helps identify and fix problems early and can speed up a sale.

Is legal due diligence the same as financial due diligence?

No. Legal due diligence examines ownership, contracts, compliance and legal risk. Financial and tax due diligence is usually carried out by accountants. The two should be coordinated.

Corporate Due Diligence in Kenya

Corporate Legal Due Diligence in Kenya

Due diligence is how an investor, buyer or lender finds out what they are really getting before they commit money. A company's records, contracts and compliance history can look very different once examined properly.

We carry out legal due diligence on Kenyan companies and businesses and report clearly on the issues that affect value, risk and the transaction documents.

When you may need advice

You are investing in or acquiring a Kenyan company and need to verify ownership and liabilities.

You are lending to a business and want to confirm its authority to borrow and grant security.

You are entering a joint venture and want to understand your partner's legal position.

You are a seller who wants to identify and fix problems before buyers find them.

What a legal due diligence covers

Scope is agreed in advance based on the transaction and the business. A typical review of a Kenyan company examines:

Incorporation, constitution and an official search of the company register (CR12) to confirm directors and shareholders
Share capital, allotments, transfers and any charges or encumbrances
Beneficial ownership records and statutory registers
Material contracts, including change-of-control and termination provisions
Land and leases, verified through official searches
Licences, permits and regulatory compliance in the company's sector
Employment arrangements and compliance with the Employment Act 2007
Data protection compliance under the Data Protection Act 2019
Intellectual property ownership and registrations
Litigation, claims and disputes, current and threatened

Turning findings into protection

A due diligence report is only useful if it changes the deal where it needs to. We grade issues by seriousness and recommend how to address each one — through a price adjustment, a condition to be satisfied before completion, a specific indemnity, a warranty, or a decision not to proceed.

Common risks and mistakes

Relying on management representations without checking primary records and official searches.
Missing change-of-control clauses that let key customers or lenders terminate after a sale.
Assuming land is owned by the company when it is held by a director or a related party.
Overlooking regulatory licences that are not transferable or have lapsed.
Receiving a long report that lists facts without telling you what they mean for the deal.

Who should seek counsel

Investors, private equity and venture funds
Corporate buyers and joint venture partners
Banks and lenders extending facilities to businesses
Sellers preparing a business for sale (vendor due diligence)

How we work

1Scope and request listWe agree the scope and issue a tailored document request list.
2Review and searchesWe review the data room and conduct official company, land and other searches.
3Findings reportYou receive a report ranking issues by risk, with an executive summary for decision-makers.
4Deal protectionWe translate findings into conditions, warranties, indemnities or price adjustments.

Advocates for this matter

Trevor Samson Lichuma, CPMManaging Partner

Frequently asked questions

A CR12 is an official record from the Registrar of Companies confirming a company's directors, shareholders and shareholding. It is one of the first documents reviewed in corporate due diligence.

Corporate Law in Kenya Mergers & acquisitions Property due diligence Data protection compliance Term sheets for investors

This page gives general information about Kenyan law and is not legal advice for your situation. Contacting us does not create an advocate–client relationship. Last reviewed 8 Oct 2026.