Structuring ESOPs for Kenyan Tech Startups: Legal and Governance Considerations
Employee share ownership can attract and retain talent, but only if it is structured carefully. The key legal and governance points.
Read insight →Corporate & Business Law
Business Structure & Company Registration
Choosing the right structure and setting up your company correctly from the start saves cost and difficulty later.
Overview
The way a business is structured affects its tax position, liability, governance and ability to raise capital. We help founders and investors select the right vehicle and put the legal foundations in place, from incorporation through to the agreements that govern ownership and control.
Who this service is for
- Founders incorporating a new business
- Investors establishing a holding or operating company
- Existing businesses restructuring or adding shareholders
- Foreign investors setting up in Kenya
Typical legal issues we address
- Choosing between a private company, partnership or other vehicle
- Company registration and statutory filings
- Shareholding structure and share classes
- Shareholders’ and founders’ agreements
- Directors’ duties and constitutional documents
- Beneficial ownership and compliance registers
How we can assist
- Advising on the most suitable structure for your goals
- Preparing and filing incorporation documents
- Drafting shareholders’ and founders’ agreements
- Putting governance and statutory registers in place
Our approach
We start with your commercial objectives, then recommend a structure that fits them, rather than a one-size-fits-all template. We keep the set-up clean and well documented so the business has a sound legal footing as it grows.
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Frequently asked questions
What type of company should I register in Kenya?
The right vehicle depends on your goals, ownership and plans for investment. A private limited company is common for businesses expecting to grow or raise capital, but we advise on the option that best fits your circumstances.
Do I need a shareholders’ agreement?
Where a company has more than one owner, a shareholders’ agreement helps prevent disputes by setting out how decisions are made and what happens if an owner leaves. We recommend putting one in place early.
Can foreign investors own a Kenyan company?
Foreign ownership is permitted in most sectors, though some have specific requirements. We advise on the structure and any sector rules relevant to your investment.
The information on this website is general in nature, is not legal advice, and does not create an advocate-client relationship. It should not be relied upon for any specific matter. Requirements may change and should be confirmed against the current law, regulations and regulator guidance before action is taken. Please contact Njau & Associates Advocates for advice on your circumstances.