Shareholder Agreement Drafting & Review in Kenya
Define shareholder rights, governance, and exit mechanisms before disputes arise
Our Expertise
Governance Clarity
Define board composition, reserved matters, and voting thresholds so that key decisions require appropriate levels of consensus.
Share Transfer Controls
Pre-emption rights, tag-along, drag-along, and lock-in provisions give you control over who becomes a shareholder.
Deadlock Resolution
Mechanisms such as escalation procedures, mediation, and buy-sell provisions prevent deadlocks from paralysing the company.
Minority Protection
Reserved matters and consent rights ensure that minority shareholders have a voice on critical decisions such as share dilution, asset sales, and changes to the business.
Exit Planning
Put and call options, valuation mechanisms, and good leaver/bad leaver provisions create clear and fair exit paths for all shareholders.
Investor Readiness
A professional SHA demonstrates governance maturity to potential investors, making fundraising and M&A processes smoother.
Shareholder Agreement Drafting & Review in Kenya
A shareholder agreement is a private contract between the shareholders of a company that governs their relationship, rights, and obligations beyond what is provided in the Articles of Association and the Companies Act, 2015. It is one of the most critical documents for any company with more than one shareholder.
LHK Advocates drafts, reviews, and negotiates shareholder agreements for companies of all sizes, from two-person startups to large joint ventures. We ensure that the agreement clearly addresses share transfer restrictions, decision-making processes, dividend policies, dispute resolution, and exit mechanisms.
A well-drafted shareholder agreement prevents disputes by establishing clear rules in advance. It addresses scenarios such as deadlock, minority shareholder protection, founder exits, new investor admission, and what happens if a shareholder dies, becomes incapacitated, or wants to sell. Without this agreement, shareholders are left with only the default provisions of the Companies Act, which may not reflect their intentions.
Frequently Asked Questions
Discover How We Can Help With Shareholder Agreement Drafting & Review in Kenya
Schedule a consultation with our experienced legal team and discover how we can help you achieve the best outcome.