Corporate Law & Business Services Consulting Group



CLBS specialized in corporate law transactions including registration and restructuring of corpo-rate entities, corporate due diligence, company secretarial services, nominee company director and shareholder services, custodial services, trust funds management services, and general company administrative services.

Our goal here is to provide cutting-edge business and corporate law solutions for growth of our clients’ businesses. The principal areas of law covered under this practice group include, the Consti-tution of Kenya, Companies Act, Registration of Business Names Act, Societies Act, the NGOs and Coordination Act, Trustees (Perpetual Succession) Act, Contracts Act, Certified Public Secretaries Act, Local Government Act and the by-laws promulgated thereunder, tax law, immigration laws, statutes governing establishment of professional firms such as the Advocates Act, and a host of other laws having a bearing on the conduct of business in Kenya.

Our service portfolio under CLBS is therefore broad, and includes:

Registration of Business and other Corporate Entities

We advise clients on formation, registration and incorporation of corporate organizations such as corporations, companies, business names, trusts, non-governmental organizations, etc. Our services also include: registration of foreign companies, Obtaining PIN & VAT Certificates, Obtain-ing Company Seal, Obtaining company rubber stamps/seals. We undertake Registration of Sole Proprietor; Registration of Partnerships; Effecting Change of Business Name; Effecting Change of Business particulars; Removal or appointment of partners; Effecting Cessation of Business Name registration, etc.

Business Licenses and Trade Permit

We also apply for and or procure various kinds of business licenses which are conditions precedent before any business may be lawfully undertaken. For instance, we obtain City Council Licenses for general businesses such as hotels and catering establishments, tourism services. We also obtain professional trade licenses or permits for provision of professional services such as Surveying, Medical Practice, Law Practice, Architectural Practice, etc.

Work Permits

Our practice routinely obtain work permits for foreigners wishing to work or practice as profes-sion in Kenya. We provide legal advisories on immigration law and undertake the entire and work permit application process for and on behalf of our clients. We also provide services in Obtaining Entry Visa/Permits and Passes, Obtaining Business Permit for work in Kenya as well as Investor Permits for investments in Kenya.

Joint Ventures and Special Purpose Vehicles

We routinely advice on incorporation and structuring of Special Purpose Vehicles (SPVs), Joint Ventures Partnerships including Private and Private Public Partnerships to effect a joint business venture while reconciling and managing all the relevant interests by agreement. The practice negotiates and prepares various Joint Venture Agreements, Venture Capital Agreements and all such contractual and security documents as may be necessary to start and successfully manage a joint investment.

Employee Share Options Schemes

The current trend amongst most corporates is to allow employees to be real part of the organiza-tion. This is a form of CSR which at the same time as empirical evidence shows, a sustainable approach to employee motivation and increased capital production. We advise companies and corporate entities on Employee Ownership Schemes (ESOPs) methods for effecting employee ownership in the company or participation in the equity of their employers.

Post Incorporation Advisories

Often, incorporation or registration of a business entity is just the first step. After incorporating entities, we provide post incorporation advisories on requirements for business and corporate entities. For instance, we advice on law and procedure for obtaining the relevant licences, tax documents such as PIN Certificates, Tax Compliance Certificates, filing of annual returns, prepara-tion of Board Resolutions in formats prescribed by law or envisaged in constitutional documents, etc.

Fund Management Services

We routinely manage our clients’ funds on trust basis subject to execution of underlying Memo-randum of Understanding and service agreements. For instance, we open bank accounts, issue payment instructions, receive funds, develop policy documents for management of such funds for ease of adoption/implementation.

Local Investments Options for Foreigners

CLBS offers consultancy services on establishment and management of investments options with local and foreign investors. We advice investors on methodologies for structuring investments within the ambits of the law to reduce tax obligations while accruing maximum profits. We also advice on transfer pricing and related transfer pricing legislation in Kenya.

Winding Up Processes

CLBS has wide experience in dissolution of businesses and winding up of companies and other corporatized entities. We advice on pre and post dissolution compliance requirements pursuant to relevant laws such as Companies Act, the Bankruptcy Act, Partnerships Act, NGOs Coordination Act, etc.

Company Secretarial Services

CLBS also provides company secretarial services to various companies in compliance with the mandatory requirements of the Companies Act. Our services here include: Preparation and execution of minutes/board resolutions; Preparation and submission of the Annual Returns to the Registrar of Companies; Allotment and transfer of shares, and issue of share certificates; effecting change of directors, change of registered office and Company’s name; Guiding Board of Directors on the technical application of the Companies Act (Cap 486); Advising on alterations to the Memorandum and Articles of Association; Advising on restructuring of share capital e.g. increase of share capital; Preparation of Indemnity forms for lost share certificates; Obtaining official searches; Safe custody of company seal and other company documents; Sealing and countersigning documents, and executing all companies legal documents on behalf of client; Maintaining company secretarial file and register of members; Advising on new legal compliance requirements as and when they arise

Nominee Director and Shareholder Services

CLBS also provide company director and nominee services to interested clients. For various commercial reasons, it may become necessary to hold shares in trust for our clients and act as company directors as well. Company law envisages corporate directors and shareholders and as such, CLBS these services subject only to underlying agreements on the terms of engagement. CLBS also guarantees confidentiality of its transactions with each client and client information is held subject to confidentiality agreements signed between ourselves and our clients.

Custodial Services

Security of titles and very important documents is a constant issue for any person, whether individual or corporate. CLBS offers custodial services including but not limited to safe custody of title deeds to real property, motor vehicle log books, share certificates, security documents such as charges mortgages and or chattels mortgages, marriage certificates, birth certificates as well as academic documents/certificates. We provide registries for secure storage and retrieval of documents, and such retrieval must be authorised by a series of signatories, while ensuring sufficient speed of retrieval as circumstances may warrant.

Trademarks Registration

We provide various IP services including but not limited to: Undertaking registration of trademarks, service Marks, patents, etc; Undertaking searches as Kenya Institute of Industrial Property; Filing intellectual property registration documents; and Following up on registration and collection of certificates. We also provide services in relation to renewal, assignment and licensing of various IP rights, and in partnership with reputable law firms, we assist our clients with enforcement of their IP rights in Kenya and in other jurisdictions.