Duties and Responsibilities of a Company Director in Kenya As a director of a limited liability company in Kenya, there are certain statutory duties and obligations imposed on you by the Companies Act, 2015. Fail to meet these obligations and you risk being fined, prosecuted, personally held liable for the debts of the company, or being disqualified to hold directorship office in another company for between 5 to 15 years. These risks are particularly severe where a director is involved in unlawful, or illegal conduct when the company is insolvent, or where such conduct is discovered duri ..read more

  The Advantages of Having a Shareholders’ Agreement A shareholders’ agreement is a formal agreement between all or some of the shareholders in a company. A shareholder agreement is usually considered alongside the company’s articles of association, which defines the relationship between the shareholder and is in law considered a contract inter se between the shareholders.  Nevertheless, invariably a shareholders’ agreement will have a clause which makes its provisions superior to those in the articles of association.  A shareholders’ agreement is intended to protect the shareho ..read more

  Living and Testamentary Trusts One of the greatest fulfilment for many people is to leave behind a lasting legacy for the loved ones and or for preferred charitable objects. To achieve these objectives, the usage of living and testamentary trusts is inevitable. In living trusts, the person who create a trust is called the settlor or trust maker.  In testamentary trust, the person who established the trust is not called the settlor but testator or will maker.  Living Trusts? I had previously given more information on these types of trusts in my previous article; which can eithe ..read more

  Shareholder and Boardroom Disputes Incidents or cases of shareholder and boardroom disputes are now a commonplace in both public as well as private companies. In Kenya, the causes of such disputes are varied and will generally involve: breach or lack of trust between shareholders or directors; dishonesty, embezzlement or misappropriation of funds and theft of company’s assets; difference of opinion arising from failure to agree on key management or governance issues; dispute on operational issues like disagreements relating to operations issues like dates or agenda for meetings or even ..read more

  Estate Planning  A Revocable Living Trust A "living trust" (also called a revocable living trust) is legally in existence during your lifetime, has a trustee who currently serves, and owns property which (generally) you have transferred to it during your lifetime. While you are living, the trustee (who may be you, although a co-trustee might also be named along with you) is generally responsible for managing the property as you direct for your benefit. Upon your death, the trustee is generally directed to either distribute the trust property to your beneficiaries, or to continue to ..read more

  Registration of  a Foundation as a Company limited by guarantee A company limited by guarantee or a foundation is the most appropriate entity where the members wish to form a charitable organization and also reserve limited liability against claims from third parties.  Under the Companies Act, 2015 a group or association of persons can incorporate as a private or public company.  A private company requires at least one (1) and no more than 50 shareholders. A public company requires at least seven members.   A private charitable foundation as a company limited by guar ..read more

What to Consider when issuing your company’s shares to employee? It is common for an owner of a private company (including family- owned companies) to issue company’s shares to staff in order to inter alia attract and or retain talented employees or align their interests to those of the owner. No matter that motivation behind such a scheme, issuing shares to employees offers many benefits to both the owners of the company and the employees. With careful planning, clear communication, and thoughtful drafting of employment and shareholders’ agreements, these arrangements c ..read more

Estate Planning Estate planning is a legal process of deciding what should happen to your estate or assets in your die or become incapacitated, and taking requisite legal set to ensure that your decisions are effectuated. It includes the process of anticipating and arranging, during a person's life, for the management and disposal of that person's estate during the person's life and at and after death, while minimizing potential management or tax exposures. I have an experienced team of professionals who can assist you in all matters or issues related to estate planning as well as in probate ..read more

Requirements for Exemption from Income Tax  for charitable religious organisations Exemption from income tax by religious and charitable organisations is provided for under paragraph 10 of the First Schedule to the Income Tax Act, chapter 470, of the laws of Kenya. The application should be addressed to Kenya Revenue Authority, the Commissioner for Domestic Taxes, but is usually processed through the regional KRA office in the jurisdiction where the applicant is based. There is no formal application form that is required to be filled. Thus, the application should be made in form of a ..read more

Shareholders’ Agreement- Scope and importance No person gets married expecting a nasty divorce several years down the line. Similarly, no one expect their other half will go on unbridled spending spree on their joint account or waste the family assets... but is there anything can be used to prevent such occurrences? Following the enactment of the the Matrimonial Property Act, 2013 and the Marriage Act, 2014, some couples have resulted to negotiation of pre-nuptial agreements in an effort to minimize such occurrences. What about in a company business? It is common for shareholders ..read more