Monday, 7 November 2011


Corporate Law & Business Consulting Group is a participating consultancy in the Strategic Legal Solutions Group (The SLS Group) of consultancies. It provides company/corporate law and business advisories.

Our vision is to provide your business or company with Wholesome Innovative Practical Solutions to enable you undertake business in a Lawful, Cost Effective and Innovative manner.

We guide businesses and corporate entities on technical application of the Companies Act, NGOs Coordination Act, Co-operative Societies Act, Societies Act, Registration of Business Names Act, Trustees (Perpetual Succession) Act, Local Government Act, and ultimately, the Constitution of Kenya, among others laws.

Towards this vision, we provides services in core corporate law and business services as briefly highlighted below:

·         Formation:
-          We will advice you on incorporation of all form of corporate and or business entities, from limited liability companies, companies limited by guarantees, trusts, business names, NGOs, associations (societies), co-operative societies, self-help groups, and even registration of foreign companies in Kenya and establishment of branches and subsidiaries.
-          Before registration of any particular entity, we will advice you on the advantages and disadvantages of each to enable you make an informed choice of entity for executing your corporate or business goal.

·         Powers:
-          We will advice you on the statutory powers of various participants in any corporate or business entity to ensure there is clarity of roles and minimization of potential areas of conflict between shareholders and management.

·         Registered Office and Registered Agent:
-          We will also advice on statutory requirements concerning the registered office and agent and the rationale and implications thereof.

·         Directors and Officers:
-          We will advice on the various types of directors, their functions and powers, remuneration models, etc. We will also advice on the drafting of their letters of engagement and terms of remuneration in a manner that protects the shareholders interests while remaining attractive to skilled manager/directors.

·         Stock and Dividends:
-          Our practice will advice you on all issues concerning issuance of stock, structures for issuance/allotment of stock. We will advice on aspects  such as employee stock ownership plans and other mechanisms for encouraging ownership attitudes towards the company.

·         Stock Transfers:
-          We advice on stock transfers, the documentation required, stamp duty applicable and registration formalities
-          We also advice on the implications of stock transfers, right to transfer in the first place and statutory requirements in the event of stock transfers.

·         Meetings, Elections, Voting and Notice:
-          Our practice will advice on the statutory requirements for corporate meetings, agenda to be discussed and even participate in managing such meetings.
-          We also advice on election procedures and formalities, and issuance of notices within lawful timelines for both private and public corporate entities.

·         Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock:
-          We provide advisories on the law and procedure for amendment of corporate documents for corporate entities including, amendment of Memorandum and Articles of Association or Constitution, Change of Name of Organization, Change of Particulars of owners (especially for Business Names),

·         Merger, Consolidation or Conversion
-          This area of our practice provides wholesome advisory package when corporate entities merge into one or one entity acquires the other.
-          We advice on taxation issues involves in restructuring of mergers, consolidation and conversion of corporate entities.
-          We also advice on how to restructure and or reconcile issues of management when corporates merge or acquire another corporate or business entity.

·         Sale of Assets, Sale of Business, Dissolution and Winding Up
-          We advice on statutory requirements when contemplating and undertaking sale of assets, sale of entire business and dissolution or winding up of corporate entities.
-          We advice on preparation and issuance of statutory notices in the event of sale/transfer of business, and winding up and dissolution of corporate entities (companies, NGOs, etc).
-          We advice on preparation of the attendant documentation and filing of the same with the relevant authorities.

·         Insolvency, Bankruptcy, Receivers and Trustees
-          This area of our practice advices on how to manage insolvency and bankruptcy situations.
-          We advice on how best to structure your operations in a lawful way while enabling you to continue doing business and meeting your financial obligations.
-          We also advice on appointment of receivers and trustees, issuance of notices to stockholder and creditors, preparation of list of debts and statutory reports, employees’ lien for wages during insolvency, adjudication of claims and appeals, discontinuance of liquidation in the event of change of circumstances.

·         Revival and Restoration of Certificate of Incorporation:
-          We also advice on restoration of Certificate of Incorporation in the event of deletion of the same from Companies Registry records for whatever reason.

·         Suits Against corporates and businesses, Directors, Officers or Shareholders
-          We advice on suits against corporate entities, shareholders and officers such as directors or managers.
-          We advice on service of process, compliance with court orders, attachment of stock or company assets in the event of an award by court, etc.
-          We also advice on debt collection process and procedures while noting to adopt the most cost effective model for debt collection.
-          Our practice work closely with reputable law firms to access strength of cases and the best strategy for managing disputes including mediation and arbitration.

·         Foreign Companies
-          We advice foreign investors on registration of foreign companies in Kenya, including preparation of relevant documentation, issuance of notices, obtaining notarization of documents, appointment of agent as required by law, etc;
-          In consultation with our tax law partner (Taxlex Consulting Group) we advice foreign companies on tax saving measures and mechanisms to enable your company engage in profitable ventures in Kenya.

·         Immigration:
-           Our practice will also advice and assist in obtaining work permits, and all attendants permits to enable expatriates work in Kenya.

·         Intellectual Property
-          Our practice also advices on registration of intellectual property including trademarks and patents in Kenya. (Please see early articles on this blog on registration of trademarks and patents on the law, procedure and costs for registration of IP rights).

·         Partnerships
-          We advice on formation, structuring and registration of partnerships
-          We also advice on preparation of Partnership Deeds and the various forms of partnerships and implications of each model.

·         Secretarial Services
-          We provide advisories on company secretarial services as required under the Company Act and Certified Public Secretaries Act.
-          We work closely with reputable company secretarial services firms in Kenyan and in this regard, will attend to the following company secretarial services:
(a)     Preparation and execution of minutes and resolutions;
(b)     Issuance of Notices for statutory meetings;
(c)     Preparation and filing of the annual returns with the Registrar of Companies;
(d)    Filing of returns of Share Allotment and transfer;
(e)     Issuance of share certificates;
(f)      Effecting change of directors, change of company secretary, change of registered office and Company’s name, etc;
(g)     Preparation and filing of share capital restructuring documentation;
(h)    Facilitating the registration process for corporate entities and obtaining registration documents;
(i)      Signing and sealing of documents as company secretaries; and
(j)       Generally advising of legal requirements for corporate entities, etc.

·         Due Diligence

To enable our clients made informed decisions with other business partners, we provide due diligence services including:

-          Undertaking searches on companies, business names, NGOs, Saccos, Societies, passports, political parties, schools, at various registries in Kenya;
-          Undertaking searches at Kenya Revenue Authority on motor vehicles; and
-          Obtaining a certified list of directors, shareholders, officials, and general status of any corporate entity from relevant registries.

For further enquiries or instruction, please contact our senior partners Teddy OKELLO, Patrick ANAM at

You may also call us on +254 773 865 798/ +254 734 330 677.

Yours sincerely,
For: Strategic Legal Solutions Group


© 2011, Strategic Legal Solutions Group Limited


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