The strength of your company doesn’t start with products or pitch decks. It starts with the relationship between your shareholders—on paper.
At Mwendwa Chuma & Associates, we help business owners in Nairobi draft, review, and negotiate shareholder agreements that protect every party’s interests, reduce future conflicts, and give your company the legal clarity it needs to grow.
If you’re building a company with co-founders, taking on investors, or restructuring ownership in a growing business, this is the one document you don’t want to overlook—or download from a template site.
Why a Shareholder Agreement Is Non-Negotiable
In Kenya, a company’s Memorandum and Articles of Association provide a legal foundation. But they rarely cover the day-to-day realities of how shareholders interact. That’s where a shareholder agreement comes in—it defines the rules of engagement between co-owners, beyond the Companies Act.
We’ve seen businesses stall, collapse, or enter costly disputes—not because they lacked potential, but because key ownership terms were never agreed on at the beginning.
A well-drafted shareholder agreement helps founders and investors stay aligned, even when things get complicated. It protects your stake, clarifies your voice, and defines your path out if you ever decide to move on.
Our Shareholder Agreement Legal Services in Nairobi
We work with early-stage companies, SMEs, and mature corporations looking to formalise ownership structures or avoid future disputes.
This is how we help clients build shareholder agreements that are clear, enforceable, and tailored to their commercial reality:
We map out what each shareholder can do, vote on, or control. This reduces the risk of boardroom gridlock or unfair decisions being pushed through without proper consensus.
Not all shares are created equal. We guide clients on structuring different share classes—ordinary, preference, non-voting—so that financial and control rights align with business goals.
We help define when and how dividends will be distributed, and how retained earnings are treated. This keeps shareholder expectations in check and prevents later conflicts over cashflow priorities.
What happens when a shareholder wants out—or dies? We draft clear pathways for voluntary exits, buyouts, or share transfers, including pre-emption rights and valuation formulas.
If disagreements arise and votes are split, how is the matter resolved? We include mechanisms like tag-along/drag-along rights, mediation clauses, and fallback processes to prevent legal paralysis.
For startups, we structure vesting schedules that protect against founder walkaways, and anti-dilution clauses that protect early-stage investors from unfair loss of equity during later funding rounds.
These clauses don’t come from theory—they’re based on real Nairobi shareholder disputes we’ve advised on. That legal hindsight is what helps us future-proof your company from the outset.
Who We Work With
We assist a wide range of clients in Nairobi’s business ecosystem:
- Startups formalising co-founder equity and responsibilities- Family-owned businesses bringing in external partners or preparing for succession
- SMEs accepting investor capital and needing clean ownership frameworks
- Foreign investors requiring secure local structures with exit safeguards
- Professional firms rebalancing equity among partners
Each business has its own ownership dynamic. We don’t rely on “standard” templates—we build the agreement your business actually needs.
What Sets Our Firm Apart
At Mwendwa Chuma & Associates, we combine deep experience in corporate law with commercial insight. Our clients value us not only for precision in drafting, but for the questions we ask that help them spot risks early.
We deliver:
- Customised agreements written for Kenyan companies and courts- Risk-driven legal insight based on real disputes and resolutions
- Direct access to your advocate, not passed along to paralegals
- Fast turnarounds without compromising legal substance
- Advice you can act on, not just documents to file away
Your business deserves legal tools that work—not legal jargon that gets ignored until it’s too late.
Our Process
Every engagement starts with a conversation—what are you building, and who are you building it with? From there, we take you through a structured process that clarifies roles, reduces future conflict, and produces a legally enforceable agreement everyone can stand behind:
| Step | What We Do | Why It Matters |
|---|---|---|
| 1. Initial Consult | We clarify who the shareholders are, the nature of the business, and what key events or risks you want covered. | Ensures the agreement reflects your real ownership structure and anticipates the business scenarios most likely to arise. |
| 2. Drafting or Review | We either prepare a fresh shareholder agreement or review an existing one, with detailed written comments. | Gives you a legally sound, tailored document—avoiding generic clauses that don’t protect your position. |
| 3. Negotiation Support | Where needed, we help you align with co-founders, investors, or board members on key clauses—legally and diplomatically. | Prevents friction by ensuring all parties understand and agree on critical terms from the start. |
| 4. Final Signing Package | We prepare the final document, clean copies for signing, and a summary of key clauses for your internal records. | You get a ready-to-sign, professional agreement plus a plain-language summary for internal use or investor reference. |
Our work helps you focus on growing the business—with fewer blind spots and stronger foundations.
Legal Fees for Shareholder Agreements
Once we understand your situation—number of shareholders, complexity of terms, and level of negotiation involved—we’ll share a fixed fee quote with clear timelines. No hidden costs, no vague estimates.
Why This Isn’t Something to Put Off
Many companies approach us after a dispute begins—when a co-founder walks out, or an investor wants to exit with unexpected demands. That’s when it gets expensive.
The better time to draft or review your shareholder agreement is now—before there’s money on the table or conflict on the horizon.
We’ve helped dozens of businesses in Nairobi avoid internal breakdowns by putting the right legal structure in place early. Let’s do the same for yours.
Book a Shareholder Agreement Consult
If you’re forming a new company, taking on investors, or reviewing how your business is owned, this document matters more than most.
Speak with a Nairobi-based lawyer who’s helped companies across sectors build shareholder agreements that actually work.
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