Commercial & Debt
Company Formation & Restructuring in Kenya
Corporate structures that are compliant from day one — and ready to evolve as your business grows.
Informal shareholder arrangements are a common source of costly disputes. Put a shareholders' agreement in place before bringing in partners or investors.
Do any of these situations sound familiar?
You are setting up a business in Kenya and want the right structure, documents and governance in place from the start.
New partners or investors are joining and the company's ownership and decision-making rules need to be agreed in writing.
Your group structure has grown informally and needs to be reorganised for investment, succession, lending or sale.
You're not alone. Our advocates deal with these exact situations every week. Speak to us today →
Our Company Formation & Restructuring Practice
The right corporate structure is the foundation of a well-run business. We help founders, family businesses and foreign investors establish companies in Kenya under the Companies Act 2015 — advising on the appropriate vehicle, preparing constitutional documents, registering through the Business Registration Service and putting governance arrangements in place from the start.
As businesses grow, their structures need to evolve. We advise on share capital changes, the admission of new shareholders, shareholders' agreements, board and governance frameworks, conversions between company types and the registration of foreign companies operating in Kenya. We keep statutory registers, annual filings and beneficial ownership disclosures in order so the company is ready for investment, lending or sale.
Where a business needs to be reorganised — to separate assets, prepare for succession, bring in investors or address financial difficulty — we advise on mergers, share transfers, group restructuring and, where appropriate, the rescue procedures available under the Insolvency Act 2015, including administration and company voluntary arrangements. Each restructuring is planned with attention to tax, regulatory approvals and creditors' interests.
How We Work With You
Initial Consultation
We listen, understand your matter, assess urgency and give you a clear view of your legal options.
Strategy & Planning
We build a defined legal strategy with milestones, timelines and a transparent cost estimate.
Expert Execution
Our senior advocates handle all filings, negotiations, documentation and court appearances.
Resolution & Follow-Up
We secure the outcome, ensure it's properly documented and follow up on implementation.
How We Can Help
Company Incorporation
Choice of vehicle, articles of association, name reservation and registration with the Business Registration Service.
Shareholders' Agreements
Ownership, decision-making, transfer restrictions, exits and deadlock provisions.
Governance & Statutory Compliance
Board frameworks, statutory registers, annual returns and beneficial ownership filings.
Foreign Company Registration
Registration of foreign companies and branches carrying on business in Kenya.
Group Restructuring
Share transfers, mergers, conversions and reorganisation of group structures.
Business Rescue Advisory
Administration, company voluntary arrangements and creditor negotiations under the Insolvency Act 2015.
Why Clients Choose WTT Lichuma Advocates LLP
EBS Presidential Honour — Senior Partner
Led by Mrs. Winfred Osimbo Lichuma, EBS — over three decades of experience and former Chairperson of the National Gender and Equality Commission.
International & Regional Reach
We undertake domestic, regional and international assignments — bringing world-class legal standards to every matter.
Dedicated Legal Team
Advocates of the High Court of Kenya assigned to your matter from instruction to conclusion.
Plain-Language Communication
We explain your legal position clearly at every stage. No jargon. Just clear, actionable guidance.
Your Company Formation & Restructuring Team
Frequently Asked Questions
Common questions our clients ask about company formation & restructuring in Kenya.
Registration is done online through the Business Registration Service. You will generally need a proposed company name for reservation, the company's articles of association, details and identification documents for directors and shareholders, KRA PIN details and a registered office address. Foreign nationals can be directors and shareholders. We prepare the documents, file the application and deliver the incorporation documents.
In many sectors, yes. However, some regulated sectors set local shareholding requirements as a condition of licensing, and non-citizens — including companies that are not wholly owned by Kenyan citizens — may only hold land on leasehold of up to 99 years under Article 65 of the Constitution. We check sector-specific restrictions before you incorporate.
Kenyan companies must keep a register of their beneficial owners — the natural persons who ultimately own or control the company — and lodge that information with the Registrar of Companies, updating it when changes occur. We prepare and maintain beneficial ownership filings as part of ongoing corporate compliance.
Common triggers include bringing in investors, separating property or higher-risk operations from the trading business, preparing for succession or sale, consolidating group companies and responding to financial distress. Early advice allows a restructuring to be sequenced to manage tax exposure and to obtain any regulatory or creditor approvals in time.
Have a question not covered here? Ask one of our advocates →
Who We Serve
Related Practice Areas
Take the Next Step
Ready to Resolve Your Company Formation & Restructuring Matter?
Speak with our advocates in Karen, Nairobi or Kakamega. Request a consultation and we will respond the same business day.
Tana House, Karen Shopping Centre, Karen, Along Lang'ata Road, 3rd Floor, Room 309 | Regulated Advocates | Commissioners for Oaths & Notaries Public