CORPORATE & COMMERCIAL LAW

This department encompasses two areas of closely related but distinct practices of law; the Commercial Law unit and the Corporate and Company Secretarial unit.

1. WKM LLP Advocates offers the following Commercial Law services;

   1. Mergers and Acquisitions: In response to the growing trend of companies forming alliances to enhance market presence or reduce production costs, we offer comprehensive pre- and post-merger/acquisition advice. Our services include expert guidance on a wide range of transactions, such as the acquisition and disposal of assets, shares, companies, and businesses. We handle all types of transactions that involve a change in control of a business, whether inside or outside Kenya. This encompasses takeovers, schemes of arrangement, corporate restructuring, and management buy-outs.

   2. Tax Law Services: Our Firm provides comprehensive direct and indirect tax advisory services to a broad range of clients, including companies, foreign company branches established in Kenya, NGOs, charitable trusts, and individuals. Our services cover a wide spectrum, including pre-business establishment tax advice to help clients understand the tax implications and identify the most tax-efficient structures for their business. We offer general tax advice for individuals and corporate entities, guidance on optimal remuneration structures for expatriate employees and senior executives, and assistance with stamp duty exemptions on land transactions where applicable. Additionally, we handle tax litigation before Local Committees, Tax Tribunals, and Courts, and conduct tax due diligence and reviews in mergers, acquisitions, and share deals, addressing related tax implications and warranties.

   3. Energy, Mining and Petroleum; The Firm provides specialized legal services for energy industry companies, developers government clients, and significant users of energy services etc.

   4. Infrastructure and Public-Private Partnerships: Our Firm offers comprehensive legal and related services to clients in the Infrastructure and Public-Private Partnerships sectors. We provide specialized services including project finance and liability analysis, tax advisory, legislation drafting and interpretation, Joint Venture Agreements, and Service Level Agreements. We also offer advice on legislative or statutory powers and compliance issues, production sharing agreements, and handle litigation, mergers, and acquisitions, among other services.

   5. Intellectual Property, Information & Communication Technology, Media and Entertainment Law: We offer representation and advisory services to both local and international clients on all aspects of intellectual property, including copyrights, trademarks, industrial designs, patents, and utility models. Our services encompass registrations, assignments, renewals, and the drafting of user and license agreements. With nationwide reach and strong relationships with national, regional, and global intellectual property organizations—such as the Kenya Industrial Property Institute (KIPI), the Kenya Copyright Board, the African Regional Intellectual Property Organization (ARIPO), and the World Intellectual Property Organization (WIPO)—we provide comprehensive support. Additionally, we handle transactions and offer advisory services related to media and entertainment law.

   6. Capital Markets: Our Firm is equipped to advise on a wide range of capital markets transactions, including Initial Public Offerings (IPOs), secondary and follow-on share offerings, high-yield debt, bridge financing, convertible debt offerings, equity-linked securities, private equity, mezzanine financing, and asset-backed securities.

   7. Employment Law Services: Our Firm specializes in drafting legal employment contracts and Human Resource Policies, Procedures, and Guidelines for clients. We provide advice on the legal implications of establishing employer-employee relationships, including tax and employee benefits implications such as contributions to the National Hospital Insurance Fund (NHIF) and the National Social Security Fund (NSSF). Additionally, we offer guidance on collective bargaining agreements and assist with employee transitions in the context of mergers and acquisitions.

2. WKM LLP Advocates offers the following (but not limited to) Corporate and Company Secretarial Services;

   1. General Corporate Law Services: Our Firm provides comprehensive corporate legal services, including the incorporation of companies (public, private, or limited by guarantee), trusts, societies, business names, Non-Governmental Organizations (NGOs), Co-operative Societies, Self-Help Groups, and Community-Based Organizations (CBOs). We offer advice on the relevant regulatory frameworks, ensure timely filing of annual returns, and manage changes to constitutional documents within required deadlines. Additionally, we draft and file documentation related to client decisions, issue necessary legal notices, and ensure overall compliance with legal requirements.

   2. Company Secretarial Retainer Services: Our Firm offers comprehensive company secretarial services, including the custody and maintenance of the Register of Members, Directors, and Secretaries, as well as the Minute Book and other statutory documents. We manage the company’s statutory records, provide our office as the Registered Office and location for statutory books, and handle seal custody. We also provide guidance to the Board of Directors on technical matters in accordance with the Companies Act (2015) and the Memorandum and Articles of Association, and assist with bank board resolutions, bank account openings, and borrowing.

   3. Board Meetings & Shareholders Meetings; which include Shareholder Meetings: Convening and attending Annual General Meetings/preparation of paper resolutions constituting Annual General Meetings (where applicable); Convening, attending and taking minutes of Board Meetings to record Board resolutions; Maintaining the minute book with all the minutes of the Board and shareholders, circular resolutions and extract resolutions; and Advising the Board on corporate Governance and procedural requirements in governance of Limited Liability Companies.

   4. Non-routine Secretarial Services; which include Attending to changes in capital and directorship whenever required by drafting the relevant notifications and resolutions and filing them with the Registrar of Companies; Share capital variations including capital and structural reorganizations, and stamp duty, planning, share transfers and allotments among other services; Nominee services; Acting as Secretaries to project Committees, Trusts and provident Funds; Preparation of Financier and Investor Guidance Reports and Other Corporate Reports; Dividends Management and administration services; Attending to changes in the Company structure Company dissolution/ de-registration; Company Liquidation and winding up; Provision of legal support on maintenance of statutory internal control standards; Rights issue and bonus issue; Corporate Training; and Attending to procuring of company searches.

Under this practice the Firm has handled various transactions which include:

1. The Firm renders various corporate and commercial services to and on behalf of companies. Our portfolio of clients includes prolific international companies.
2. The firm assists this company in processing work permits for various expatriates of its clients as well as reviews contracts on its behalf to ensure compliance with the immigration offices.
3. The Firm has advised a Netherlands based Lender in setting up of security agent to enable the structuring of its lending.
4. The Firm has advised various international based organizations in setting up branches and subsidiaries in Kenya.
5. The Firm acts for companies, in the preparation and review of its various contracts including all types of employment contracts; fixed-term employment contract, permanent employment contract, employment contract on trial basis, part time job contract, internship agreement, apprentice contract, jobber’s contract, seasonal contracts, outsourcing contracts and others.
6. The Firm registers and manages IP products for various products of international clients in the cosmetics and hair industry.
7. The has advised international clients in setting up of a Non-Governmental Organization (NGO) in Kenya.