Commercial & Debt
Venture Capital & Startup Law in Kenya
Investor-ready legal foundations and fundraising support for founders, startups and investors.
Ownership, vesting and IP assignment are reviewed by every serious investor. Getting them right before your next round avoids delays and renegotiation at closing.
Do any of these situations sound familiar?
You are preparing to raise funding and need investor-ready corporate records, term sheets and transaction documents.
Co-founder roles, equity splits and vesting have never been documented and you need clarity before the business grows further.
You are an investor who needs reliable legal due diligence on a Kenyan company before committing capital.
You're not alone. Our advocates deal with these exact situations every week. Speak to us today →
Our Venture Capital & Startup Law Practice
Founders and investors need legal advice that moves at the pace of the business. Our Venture Capital & Startup practice supports technology and growth-stage companies from incorporation through each funding round — with documentation that is investor-ready and practical for a young company to live with.
We advise founders on company structure, founder vesting, employee share option plans, intellectual property assignment and the commercial contracts a startup needs to operate. For fundraising, we prepare and negotiate term sheets, convertible instruments, share subscription agreements and shareholders' agreements, and manage the corporate approvals, share allotments and filings required to close a round.
We also act for angel investors and funds on due diligence and investment documentation, and we support companies planning regional or multi-jurisdictional expansion, including the holding structures commonly used by investor-backed businesses operating in Kenya. Our advice is grounded in commercial reality: protecting what matters while keeping the deal moving.
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
Startup Structuring
Incorporation, founder arrangements, vesting and early-stage governance.
Employee Share Option Plans
ESOP design, documentation and implementation in line with the company's articles.
Fundraising Documentation
Term sheets, convertible instruments, subscription and shareholders' agreements.
Investor Due Diligence
Legal due diligence for investors and data-room preparation for founders.
Commercial Contracts & IP
Customer, supplier and technology contracts, and assignment of intellectual property to the company.
Expansion & Holding Structures
Structuring for regional and multi-jurisdictional growth.
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 Venture Capital & Startup Law Team
Frequently Asked Questions
Common questions our clients ask about venture capital & startup law in Kenya.
Ideally before the first co-founder or investor arrangement is agreed. Early decisions on share ownership, vesting, intellectual property and company structure are difficult and expensive to unwind later — and investors examine them closely during due diligence.
A convertible note or similar instrument lets an investor fund the company now in exchange for shares issued later, usually at the next priced round and often at a discount or subject to a valuation cap. It can be quicker than a priced round, but the discount, cap, maturity and conversion terms need careful drafting to avoid surprises on conversion.
Investors typically review the company's incorporation and share records, founder and shareholder arrangements, ownership of intellectual property, key commercial contracts, employment arrangements, regulatory licences, tax compliance and any disputes. We help founders prepare a clean data room before a round, and act for investors conducting the review.
An ESOP is a common way for startups to attract and retain talent. The plan should set out eligibility, vesting, exercise and leaver provisions, and must be implemented consistently with the company's articles and the Companies Act 2015. The tax treatment of employee share schemes should also be considered when the plan is designed.
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 Venture Capital & Startup Law 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