LEGALITY OF SELLING AN ALREADY INCORPORATED COMPANY AT LESS THAN KSHS. 50,000.00 IN KENYA

The law governing fees chargeable by advocates for various legal services is found in the Advocates (Remuneration) Order (ARO) as read with the Advocates Act, Chapter 16 of the Laws of Kenya. The ARO stipulates that lawyers should charge a minimum of Ksh. 50,000 for registration of companies as PROFESSIONAL FEES. 

Section 36 (1) of the Advocates Act on the other hand provides that “Any advocate who holds himself out or allows himself to be held out, directly or indirectly and whether or not by name, as being prepared to do professional business at less than the remuneration prescribed, by order, under this Act shall be guilty of an offence.” Section 36 (2) thereof provides that “No advocate shall charge or accept, otherwise than in part payment, any fee or other consideration in respect of professional business which is less than the remuneration prescribed, by order, under this Act.”

On the face of it, it would therefore appear that selling an already registered company at less than Kshs. 50,000 would be an illegality by virtue of section 36 of the Advocates Act. However, the ARO does not prescribe the PRICE at which a lawyer and or anyone else for that matter may SELL his existing companies to someone else. As such, once a company is registered, its shareholders may as well sell the company at Kshs. 1 as consideration.

Unfortunately or otherwise, this lacuna in the law has been used by practitioners keen on defeating the import of Section 36 of the Advocates Act in so far as legal fees for incorporation of companies is concerned.

Be that as it may, that which the law does not prohibit expressly or otherwise remains lawful. Accordingly, it's perfectly lawful to incorporate a company (shelf) and thereafter sell the same at whichever price the buyer is willing to part with.

We welcome any enquiries regarding registration of companies, business names and any other corporate entity. Our email address is stralexgroup@gmail.com or you may call us on +254 773 865 798. We will endevour to revert to your queries within 24 hours.

For: Strategic Legal Solutions Group Limited

Corporate Law & Business Services Consulting Group * a participating consultancy in the SLS Group of Consultancies.

TAX RESIDENCY IN MAURITIUS

Mauritius is a tax treaty planning jurisdiction with a network of 36 Double Taxation Avoidance Agreements. Entities holding a GBC 1 License wishing to avail to the benefits of a tax treaty must obtain a Tax Residence Certificate from the Mauritius Revenue Authority.

So far Mauritius has concluded 36 tax treaties and is party to a series of treaties under negotiation.

The treaties currently in force are: Barbados Belgium Botswana, Croatia, Cyprus, Sri Lanka, France, Germany, India, Italy, Kuwait, Lesotho, Luxembourg, Madagascar, Malaysia, Mozambique, Namibia, Nepal, Oman, Pakistan, People’s Republic of Bangladesh, People’s Republic of China Rwanda, Senegal, Seychelles, Singapore, South Africa, State of Qatar, Swaziland, Sweden, Thailand, Tunisia, Uganda, United Arab Emirates, United Kingdom, and Zimbabwe. 

Treaties Awaiting Ratification: Russia, Zambia and Republic of Congo.

Treaties Awaiting Signature: Egypt Kenya, Malawi, Nigeria, and Ghana. 

Treaties Under Negotiation: Algeria, Greece, Yemen, Burkina Faso, Republic of Iran Portugal, Canada, Saudi Arabia, Czech Republic and Vietnam. 

Pre-requisite for Tax Residence Certificate (to be given in form of undertakings)

1. The Company shall at all times have at least one general partner resident in Mauritius. The general partner shall be of appropriate calibre who can exercise independence of mind and judgment;
2. All meetings of the Board of general partners shall be held, chaired and minuted in Mauritius; 
3. The Partnership shall at all times keep all its accounting records at its registered office in Mauritius; and 
4.  The Partnership shall ensure that all its banking transactions are channeled through a bank account in Mauritius.

For further consultation and or advisories, please contact us at stralexgroup@gmail.com or call us on +254 773 865 798

For: Strategic Legal Solutions Group LLP

Globalex Consulting Group * a participating consultancy in the SLS Group of Consultancies. If provides advisory services on laws affecting conduct of business in other jurisdictions, including international tax law.

REPLACEMENT OF PASSPORT AFTER (EXPIRED OR FILLED UP) 5 -10 YEARS

The following are the requirements for replacement and or renewal of passport in Kenya.

1. Duly completed Passport application form Form PP1;
2. Expired or filled up Passport being replaced and its copy;
3. Three coloured Passport size photographs of the applicant with one of photos duly certified as true likeness of the applicant by the recommender - It is advisable to take the passport at Nyayo House as the Registrar is very particular about the passport size requirements; and
4. Certified copy of the recommender’s National Identity Card. (This is a regulation recently established with a view to phasing out the old generation of National Identity Cards).

 These must then be filed at Nyayo House and a passport issued usually within one month from the date of submission of all documents and meeting all requirements.

Please call us on +254 773 865 798 or +254 734 330 100 for any enquiries concerning replacement and or renewal of passports in Kenya.

For Strategic Legal Solutions  Group Limited

Corporate Law & Business Services Consulting