Shareholders Agreement in Kenya: Template and Key Clauses (2026)

A shareholders agreement in Kenya is a private contract between the owners of a company that sets out how they will run it, how shares can move, and how disputes between them will be settled. It sits alongside the company's articles of association and fills the gaps the articles leave. In Kenya the main company law is the Companies Act 2015, and company registration and filings are handled through the Business Registration Service and the Registrar of Companies. This is general information, not legal advice. The law changes and every deal is different, so confirm the current position before relying on any clause. ## How Kenyan law shapes the agreement Two documents govern a Kenyan company's internal affairs. The articles of association are the public constitution registered with the Registrar of Companies and binding on the company and its members. The shareholders agreement is the private contract between the shareholders. The agreement cannot override a mandatory provision of the Companies Act 2015 or validly contradict the articles, so the two are usually drafted to work together, and the articles may be amended to match the deal. For a private company, share transfers are usually restricted, and allotments, transfers and changes to directors must be filed with the Registrar. A transfer of shares normally attracts stamp duty, and the rate and process should be confirmed at the time. Where a shareholder is a corporate or foreign investor, additional checks may apply. <!-- [VERIFY] exact Companies Act 2015 section numbers on transfer and pre-emption and the current stamp duty rate on share transfers before stating them as fixed figures --> ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` SHAREHOLDERS AGREEMENT Parties: [Shareholders] and [the Company] Date: [date] 1. INTERPRETATION Definitions and the order of priority between this agreement and the articles of association. 2. SHARE CAPITAL The current shareholdings, classes of shares and the rights attached to each class. 3. BUSINESS OF THE COMPANY The scope and purpose of the company and how it will be funded. 4. BOARD AND MANAGEMENT Who may appoint directors, board composition, quorum and how the company is run day to day. 5. RESERVED MATTERS Decisions that need a higher threshold or the consent of named shareholders, such as new debt, new shares or sale of the business. 6. SHARE TRANSFERS Restrictions on transfer, pre-emption rights and the process for a shareholder who wants to sell. 7. TAG ALONG AND DRAG ALONG Minority rights to join a sale and the majority right to require a sale on the same terms. 8. NEW SHARES Pre-emption on new issues so existing holders can keep their percentage. 9. DIVIDENDS The dividend policy and how profits are distributed. 10. DEADLOCK How a genuine disagreement between equal owners is broken. 11. CONFIDENTIALITY AND NON-COMPETE Protection of company information and limits on competing, so far as enforceable. 12. DISPUTE RESOLUTION AND GOVERNING LAW Governed by Kenyan law, disputes by arbitration or the courts. Schedule 1: Shareholdings Schedule 2: Reserved Matters

- **File with the Registrar.** Allotments, transfers and changes to directors must be filed through the Business Registration Service, so keep the register and filings up to date.
- **Stamp duty.** A share transfer normally needs to be stamped, and an unstamped instrument can cause problems in evidence. Confirm the current rate and process.
- **Foreign and corporate shareholders.** Extra registration or regulatory steps can apply, so confirm those before closing. ## Common mistakes to avoid - Letting the shareholders agreement and the articles of association contradict each other, which creates uncertainty about which prevails.
- Leaving out drag along, so a single small shareholder can block a sale of the whole company.
- Vague reserved matters that are either so wide they stall the business or so narrow they protect no one.
- No deadlock mechanism in a 50-50 company.
- Forgetting to stamp and file a share transfer, then relying on it later. ## Keeping shareholder documents in one place A shareholders agreement rarely stands alone. It links to the articles, the share register, board resolutions, filings with the Registrar and later amendments as new investors join. When these live across email and folders, it is easy to lose track of the current cap table, who agreed to what, and which version is in force. Drafting a shareholders agreement, reviewing a transfer or reserved-matters clause, editing a schedule in plain English and holding every related document with its dates in one view can live in a single AI workspace tuned to how your company contracts. Adira is built around that workspace, running on Claude, with per-seat pricing shown up front and a 7-day trial, India-first and built to work across jurisdictions. You can read more at [adiralaw.com](https://adiralaw.com). For a simple two-owner company the skeleton above is enough on its own. The point worth keeping is that ownership documents are easier to govern when the agreement, the register and the filings stay together and current.