Project Finance 2025 Comparisons

In Kenya, project sponsors and lenders generally include a combination of private entities, public institutions and development finance organisations, depending on the nature and scale of the project.

Sponsors are typically private companies, state-owned enterprises, or public-private partnership (PPP) vehicles established to develop, operate, or finance specific projects. They are drawn from sectors such as infrastructure, energy, transport, manufacturing, and telecommunications.

Foreign investors also frequently participate as co-sponsors, particularly in capital-intensive or technology-driven ventures.

Lenders commonly include commercial banks, development finance institutions, export credit agencies, and multilateral lenders. Local financial institutions often provide short- to medium-term facilities, while international and multilateral lenders extend long-term project financing, credit guarantees, and concessional loans.

Government entities may also act as sponsors or counterparties in PPP arrangements, particularly for infrastructure and utilities projects.

PPP transactions in Kenya are primarily governed by the Public Private Partnerships Act, 2021 (which repealed the 2013 Act), and its accompanying regulations. The framework establishes a clear legal and institutional structure for the development, procurement, and implementation of PPP projects across national and county governments.

Under the Act, a PPP is defined as a contractual arrangement between a public entity and a private party for the design, financing, construction, operation, or maintenance of public infrastructure or services, where the private party assumes substantial financial, technical, and operational risk.

The Public Private Partnerships Committee, established under the Act, is the principal decision-making body overseeing PPP policy, approval, and project oversight. The Directorate of Public Private Partnerships serves as the technical and administrative arm responsible for appraising projects, providing transaction support, and maintaining the national PPP pipeline.

Key features of Kenya’s PPP regime include competitive and transparent procurement processes, mandatory feasibility studies and value-for-money assessments, and standardised project documentation to ensure accountability and risk allocation between public and private partners.

However, PPP implementation still faces several practical challenges, including lengthy approval processes, limited local financing capacity for large-scale projects, co-ordination difficulties between national and county governments, and occasional delays in land acquisition and environmental approvals. Additionally, currency fluctuation risks and the need for government guarantees often complicate project bankability.

Despite these obstacles, Kenya’s PPP framework is regarded as one of the more developed in Africa, and the 2021 reforms, particularly the creation of a streamlined single approval process and enhanced private-sector participation mechanisms have significantly strengthened investor confidence and regulatory clarity.

When structuring a deal in Kenya, particularly for major commercial or infrastructure projects, the key objective is to balance risk allocation, financing efficiency and legal compliance. The structure typically depends on the project’s nature, revenue model, and the level of government or private sector involvement.

Key issues to consider include:

• Legal and Regulatory Framework: The transaction must comply with Kenyan company, tax, environmental, and sector-specific laws. For public projects, compliance with the Public Procurement and Asset Disposal Act or the Public Private Partnerships Act, 2021, is essential.
• Risk Allocation: Risks such as construction, demand, financing, political and foreign exchange risks must be clearly allocated between the parties based on their ability to manage them. This is critical to ensure the project’s bankability and long-term stability.
• Project Vehicle: Projects are commonly implemented through a special purpose vehicle (SPV) established by the sponsors. The SPV holds project assets, enters into contracts, and raises financing, thereby ring-fencing the project from the sponsors’ other liabilities.
• Revenue and Repayment Structure: Determining the source of project revenue – eg, user fees, off-take agreements, or availability payments is central to structuring the transaction and attracting lender confidence.
• Security and Guarantees: Lenders often require a robust security package, including charges over project assets, assignment of receivables, and step-in rights. In some cases, government support or guarantees may be provided to enhance creditworthiness.
• Dispute Resolution and Governing Law: Parties typically provide for arbitration under Kenyan or international rules, with governing law aligned to Kenyan law unless foreign lenders require otherwise.

Typical funding techniques include:

• project finance, where repayment is primarily sourced from the project’s cash flows rather than the sponsors’ balance sheets;
• equity financing, contributed by sponsors or investors to meet capital requirements and absorb initial risk;
• debt financing, provided by commercial banks, development finance institutions, or export credit agencies; and

• hybrid models, combining grants, concessional loans, and guarantees, particularly in public infrastructure and renewable energy projects.

Agriculture & Agribusiness

Agriculture remains foundational: favourable weather patterns, government support such as subsidised inputs and irrigation, and efforts to improve value addition are likely to drive growth.

ICT and Digital Economy

Strong growth in ICT and related services – ie, mobile payments, e-commerce, cloud and data infrastructure is expected to continue. Kenyans’ increasing digital adoption gives this sector a boost. Financial services and fintech innovations will also be prominent, especially as efforts deepen to increase inclusion and expand access to finance.

Tourism and Hospitality

Revenues in tourism are projected to rise, helped by marketing campaigns, improved connectivity, and diversification of offerings beyond traditional safari routes.

Infrastructure, Construction and Real Estate

Investments in roads, energy generation/transmission, housing and industrial parks are expected to keep the construction and real estate sectors busy. The government’s push via infrastructure funds and the broader push for industrialisation point to increasing public sector projects.

Renewable Energy/Green Projects

Renewable energy (solar, wind, geothermal) gains are expected, especially as Kenya needs more power generation and seeks cleaner energy sources. Green infrastructure such as data centres powered by renewable energy and environmentally sustainable construction are likely areas of growth.

Manufacturing and Value Addition

There have been considerate efforts to increase local processing of agricultural outputs and manufactured goods as well as exploit regional trade agreements for export growth. Although challenges persist, such as high input, energy, and logistics costs, progress is being driven by supportive policies and continued improvements in infrastructure.

Under Kenyan law, security interests are recognised in two broad categories: immovable property securities and movable property securities. Immovable property is securitised under the Land Act, 2012, and the Land Registration Act, 2012, primarily through the creation of a charge over land. Charges may be formal (registered encumbrances) or informal (title deposits with an undertaking to charge).

Movable property is governed by the Movable Property Security Rights Act, 2017 (MPSRA), which provides a unified legal framework for security rights over both tangible and intangible assets. The scope of collateral is wide, covering receivables, inventory, bank accounts, intellectual property, motor vehicles, crops, goodwill, book debts, future proceeds, consumer goods, negotiable instruments, financial leases, and all present and after-acquired property.

Formalities and Perfection Requirements

Immovable property (charges over land)

• Creation: A formal charge is created by execution of the prescribed statutory form, payment of stamp duty (generally 0.1% of the secured amount under the Stamp Duty Act), and registration at the relevant Land Registry. Where the chargor is a company, particulars of the charge must also be filed at the Companies Registry within 30 days under Section 876 of the Companies Act, 2015.
• Informal Charges: These are recognised under Section 79(6) of the Land Act, 2012, and arise where title documents are deposited with a lender together with a written undertaking to create a charge. Registration is optional, but enforcement (possession or sale) requires a court order.
• Preliminary Consents and Clearances: Depending on the nature of the land, the charge may require Land Control Board consent (for agricultural land), rent and rates clearance certificates, or spousal consent for matrimonial property.
• Searches: A Land Registry search must be conducted to confirm ownership, existing encumbrances, and property particulars.

Movable property (security rights under the MPSRA)

• Creation: A security right is created by execution of a written security agreement, signed by the grantor, identifying the parties, the secured obligations, and describing the collateral.
• Perfection: While not mandatory for validity between the parties, a security right must be perfected to be effective against third parties. Perfection is generally achieved by registration of a notice at the Collateral Registry established under the MPSRA.
• Searches and Stamp Duty: Searches are conducted at the Collateral Registry to establish existing encumbrances. The security agreement is subject to assessment and payment of stamp duty prior to registration.
• Priority: Sections 42–45 of the MPSRA establish a “first-to-register” rule. A perfected security interest ranks ahead of an unperfected one, and priority among perfected rights is determined by the order of registration.

Kenyan law expressly permits security to be created in favour of an agent or trustee acting for a group of lenders. Section 2 of the MPSRA defines a secured creditor to include “a person acting on behalf of secured creditors”, thereby validating the role of security trustees and agents. This provision reflects international financing practice and is particularly important in syndicated and project finance transactions.

In practice, a security agent or trustee is appointed to hold and enforce security for the benefit of all lenders. The enforceability of such security depends on the underlying security instrument being validly created, duly stamped, and properly perfected at the relevant registry. Common law principles, as well as the Trustees Act (Cap. 167), reinforce the legitimacy of such arrangements.

Under Kenyan law, a company may create a floating charge over all present and future assets, typically covering circulating or fungible property such as inventories, receivables, book debts, and agricultural produce. The concept is well established under the Companies Act, 2015, and the Movable Property Security Rights Act, 2017, which expressly allow security interests over present and after-acquired property.

A floating charge permits the company to continue dealing with the secured assets in the ordinary course of business until the charge crystallises, usually upon default or the commencement of insolvency proceedings.

In practice, however, floating charges are not popular among Kenyan lenders. One key drawback is that floating charges are subordinated to the rights of preferential creditors under Sections 474 and 475 of the Insolvency Act, 2015, including employees, certain tax authorities, and statutory schemes, which erodes their effectiveness.

They are also vulnerable to challenge: under Section 560 of the Insolvency Act, 2015, a floating charge created within twelve months of liquidation may be set aside unless the company was solvent immediately after its creation. Further, tracing the proceeds of assets subject to a floating charge is practically limited to funds paid into a designated account, making enforcement less reliable than under fixed charges.

In Kenya, the costs associated with registering collateral security interests primarily arise from stamp duty, registration fees and professional charges. The most significant of these is stamp duty, payable under the Stamp Duty Act (Cap. 480), which is generally assessed at 0.1% of the facility amount secured.

This applies to instruments such as charges, mortgages, and debentures. Stamp duty is payable within 30 days of executing the security instrument or, where executed outside Kenya, within 30 days of the instrument entering Kenya. Certain transactions may qualify for exemptions or reductions, particularly where government entities or statutory bodies are involved.

In addition to stamp duty, registration fees are payable at the relevant registries. For land charges, modest fees are charged at the Land Registry under the Land Registration Act, 2012. Charges created by companies must also be registered at the Companies Registry under the Companies Act, 2015, within 30 days of creation. The prescribed filing fees for registration of charges or debentures range between KES2,000 and KES14,000, depending on the nature and size of the security.

With respect to movable property securities, registration is governed by the Movable Property Security Rights Act, 2017. Security rights over movable property are perfected by filing a notice at the Collateral Registry, which imposes only a flat, low fee. Notably, there are no charges for perfection of security rights over movable property, making it a more cost-efficient option compared to immovable property charges.

Other costs include professional legal fees, which are chargeable under the Advocates Remuneration Order and usually scale with the value of the facility. Ancillary disbursements may also arise, such as search fees at the Land, Companies, and Collateral Registries, and statutory consents.

For example, perfection of land security may require Land Control Board consent for agricultural land, rates and rent clearance certificates, or spousal consent where matrimonial property is involved.

In Kenya, the approach to describing collateral in a security instrument differs depending on whether the asset is movable or immovable. For movable assets, the law is flexible. Under the Movable Property Security Rights Act, 2017, the collateral must be described in a manner that reasonably allows for its identification.

A generic description of the secured obligations is considered sufficient, and collateral may be identified by specific listing, category, type, or quantity. This means a lender may take security over broad classes of assets such as “all motor vehicles”, “all present and future receivables”, or “all inventory”, without the need for item-by-item listing, so long as the description is not overly vague.

For immovable property, the law imposes stricter requirements. Under the Land Act, 2012, and the Land Registration Act, 2012, the land or interest in land must be specifically identified in both the security document and the registration forms in order for a valid charge to be created. This requires details such as the title number, land reference number, location, and acreage, ensuring certainty and indefeasibility of the registered interest. A general description is not sufficient in this context.

In Kenya, the grant of security or guarantees is generally permissible, but it is subject to a range of statutory and regulatory restrictions. One of the most notable applies to land forming matrimonial property, which cannot be validly charged or alienated without the spousal consent required under the Land Act, 2012.

Lenders taking security over family or residential land therefore insist on proof of spousal consent before accepting such land as effective collateral. In the absence of consent, the charge is void and unenforceable.

For companies, the ability to grant security is governed by the Companies Act, 2015, and the company’s memorandum and articles of association. Directors must also ensure that the transaction is in the best interests of the company, failing which it may be challenged as ultra vires or as a breach of fiduciary duty.

Public companies are further restricted from providing financial assistance for the acquisition of their own shares or those of their holding company. Any transaction that amounts to prohibited financial assistance is unlawful and may attract penalties under the Companies Act.

In addition, sector-specific and statutory controls limit or condition the grant of security or guarantees by regulated entities. For example, banks, insurers, pension and retirement schemes, and certain utilities operate under prudential rules that restrict transactions with related parties, govern the provision of guarantees, and require supervisory approvals for certain transactions.

Lenders are therefore expected to confirm whether the grantor is a regulated entity and, if so, obtain evidence of compliance with any sectoral approval requirements before proceeding.

In Kenya, lenders must rely on a combination of registry searches, contractual protections, and due diligence to satisfy themselves that collateral is free of prior liens or competing security interests.

By nature, a lien is a possessory right, allowing a creditor to retain possession of an asset until outstanding claims are satisfied. Where such a lien is exercised purely through physical possession, it is difficult for third-party creditors to confirm the absence of higher-ranking liens, since possession itself serves as the principal notice to the world.

However, the Movable Property Security Rights Act permits security rights, including liens, to be created through a security agreement. While registration of such rights is not mandatory, creditors often opt to register them at the electronic Collateral Registry. Registration gives constructive notice to third parties and establishes priority. Accordingly, a lender assessing movable collateral can conduct a search at the Collateral Registry to determine whether any security rights, including liens, have been registered against the asset.

For immovable property, lenders conduct searches at the relevant Land Registry under the Land Registration Act, 2012, to establish whether the land is free from encumbrances such as charges, cautions, or easements. Where the borrower is a company, the Companies Registry must also be searched to confirm whether existing charges or debentures have already been registered under the Companies Act, 2015.

In Kenya, the mechanism for releasing or discharging security depends on the form of the security and the registry through which it was perfected.

Charges Over Land

Upon repayment of the secured obligations, the chargor applies for a discharge of charge. The discharge instrument is duly stamped and then lodged at the relevant Land Registry together with the original title documents. The Registrar registers the discharge of charge and endorses the land register to reflect that the security has been satisfied, after which the title is returned free of encumbrance.

Company Charges

For charges created by companies, once the secured obligations have been discharged the secured creditor must lodge an amendment or cancellation notice at the Companies Registry in accordance with the Companies Act, 2015. The company’s internal register of charges must also be updated to reflect the satisfaction of the charge.

Security Rights Under the Movable Property Security Rights Act (MPSRA)

Where security rights are created over movable property under the Movable Property Security Rights Act, 2017, the secured creditor is required to register a cancellation notice once the secured obligation has been fully satisfied. The Act also entitles the grantor to request such cancellation, and if the secured creditor fails to comply, the grantor may file the request directly. Upon registration of the cancellation notice, the Collateral Registry removes the public record of the registered security right.

Pledges, Chattel Mortgages, and Possession-Based Securities

For security arrangements that depend on possession (such as pledges, chattel mortgages, and liens), release ordinarily involves repayment of the secured obligations, issuance of a written release or discharge by the secured creditor, and the physical redelivery of the pledged asset or relevant documents of title to the grantor.

In all cases, it is standard practice for borrowers or their advocates to demand prompt execution and registration of the release instruments to ensure that the security is legally and publicly discharged, thereby avoiding lingering encumbrances on the collateral.

The right to enforce is derived from both the financing agreements and statutory frameworks such as the Movable Property Security Rights Act, 2017 (MPSRA), the Land Act, 2012, and the Insolvency Act, 2015.

A secured lender may enforce collateral when a borrower defaults on its obligations under the loan agreement. Common triggers include:

• failure to make scheduled payments;
• breach of contractual covenants;
• insolvency of the borrower;
• fraud or misrepresentation by the borrower; and
• termination of a key project contract.

Methods of Enforcement

The enforcement route depends on the type of security:

• Land/Immovable Property (Charges and Mortgages): The Land Act allows lenders to realise a charge through sale of the property, appointment of a receiver, foreclosure or leasing. Statutory notices and independent valuations are mandatory safeguards.
• Movable Assets: Under the MPSRA, lenders can enforce by taking possession, selling collateral or appropriating it after default, usually without needing court intervention.
• Guarantees: Guarantees are enforced as contractual obligations upon written demand. Courts will generally uphold them unless they were obtained through duress, misrepresentation or undue influence.
• Step-In Rights: In project finance, direct agreements often grant lenders step-in rights, allowing them to assume the borrower’s role in concession or offtake agreements to preserve project continuity.
• Set-Off Rights: A lender may offset amounts owed to the borrower against the borrower’s obligations under the loan. This is particularly relevant where the borrower maintains deposit accounts with the same bank that provided financing. The right of set-off is implied under common law and has been recognised by Kenyan courts as a form of self-help remedy that does not require court intervention.

Procedures and Restrictions

Enforcement must follow statutory timelines and notice requirements. Under the Land Act, lenders must serve a 90-day statutory notice before exercising a power of sale. The borrower’s right to redeem the property before sale remains protected until completion of enforcement.

The Insolvency Act, 2015, imposes an automatic moratorium once administration or liquidation begins, temporarily restricting enforcement actions by secured lenders unless court leave is obtained. This aims to balance recovery with preservation of the company as a going concern.

Lenders also have a duty of care to obtain the best reasonably obtainable price when disposing of assets.

Concerns in Practice

In practice, lenders face challenges such as:

• judicial delays where court intervention is required;
• public policy sensitivities where collateral involves strategic assets like land, natural resources, or public infrastructure;
• political risk in projects with government counterparties; and
• valuation disputes, particularly in forced sales.

These considerations often push lenders to negotiate consensual workouts before initiating formal enforcement.

Enforcement by Security Agent

In syndicated loans and complex financings, it is common to appoint a security agent or trustee to hold and enforce collateral on behalf of lenders. While Kenyan statutes do not expressly provide for the role of a security agent, the practice is supported by common law trust principles and by recognition of agency in the Law of Contract Act (Cap 23).

Courts have upheld enforcement actions by security agents where intercreditor arrangements clearly delegate authority. This approach streamlines enforcement and avoids multiple parallel proceedings by individual lenders.

Kenyan law generally respects party autonomy in contract. Under the Law of Contract Act (Cap 23) and common law principles, parties are free to choose a foreign law to govern their financing or security documents, provided that the choice is made in good faith, is legal and does not contravene Kenyan public policy.

Courts will usually uphold such clauses, especially in cross-border transactions where lenders are foreign and project revenues may flow internationally.

Submission to a foreign jurisdiction is also recognised. The Civil Procedure Act (Cap 21) empowers Kenyan courts to stay proceedings where parties have clearly agreed to litigate elsewhere as seen in the case of United India Insurance Co. Ltd v East African Underwriters (Kenya) Ltd [1985] KLR 898, where the Court of Appeal held that jurisdiction clauses should generally be enforced unless there were “strong reasons” not to do so.

Kenyan courts, however, retain ultimate supervisory authority where disputes involve matters with a strong domestic nexus. For instance, contracts touching on land in Kenya, natural resources, or public infrastructure may not be wholly removed from Kenyan law and jurisdiction due to constitutional and statutory restrictions. In such cases, Kenyan law and jurisdiction may override the parties’ choice.

In practice, many project finance deals adopt English law or New York law for loan documentation, while maintaining Kenyan law for security agreements. This “split governing law” approach ensures lenders benefit from the predictability of established financial legal systems while complying with mandatory local laws on collateral.

Foreign judgments can be enforced in Kenya, but the route depends on the jurisdiction of origin.

Where there is a reciprocal arrangement under the Foreign Judgments (Reciprocal Enforcement) Act, a judgment may be registered locally and enforced without a retrial.

For judgments from non-reciprocating countries, a fresh action must be filed in Kenyan courts, with the foreign judgment serving only as evidence of the debt.

Arbitral awards are generally easier to enforce. Kenya is a party to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, and the Arbitration Act, 1995, allows foreign awards to be recognised by the High Court and enforced as decrees provided they meet Convention standards.

Enforcement may be refused only on narrow grounds such as fraud, lack of proper notice, or where the award is contrary to Kenyan public policy.

Foreign lenders do not face outright prohibitions on enforcing loan or security agreements in Kenya, but certain regulatory and practical issues may affect timing and certainty of enforcement.

First, foreign judgments and arbitral awards must be recognised in Kenya before enforcement. Recognition is possible under the Foreign Judgments (Reciprocal Enforcement) Act for judgments from reciprocating countries, and arbitral awards are enforceable under the New York Convention, to which Kenya is a party. However, local courts retain discretion to refuse recognition on grounds such as public policy.

Another practical issue is the flow of funds. Kenya does not maintain strict exchange controls, but the Central Bank of Kenya closely monitors large cross-border transfers. This means that repatriation of proceeds from enforcement or loan repayments may be delayed if documentary approvals or compliance checks are required.

The Insolvency Act, 2015, may limit enforcement by imposing moratoriums once insolvency proceedings begin. Foreign lenders are then drawn into the collective insolvency process, with their recovery dependent on the statutory order of priorities. In practice, this levels the playing field between domestic and foreign creditors but may dilute the advantage of having strong security.

Political sensitivities are another consideration, especially in projects involving public utilities or infrastructure, where the government may seek to influence enforcement to protect service continuity.

Finally, where security involves land, foreign lenders must take note of the constitutional and statutory restrictions on land ownership by non-citizens. While security interests may still be registered, enforcement may require transfer to a Kenyan entity or disposal through auction, which could reduce flexibility and, in some cases, affect the pricing of the secured asset.

Foreign lenders are generally permitted to grant loans to Kenyan borrowers, as Kenya maintains a liberalised financial sector with no formal exchange controls. However, certain regulatory and legal requirements apply. A key requirement is that foreign lenders must operate either through a licensed financial institution or in compliance with applicable regulations on foreign exchange and cross-border lending.

To enforce loans in Kenyan courts, foreign lenders must register as foreign companies under the Companies Act if the lending activity constitutes carrying on business in Kenya, a concept the courts have interpreted to include extending credit to Kenyan entities even if the agreement is executed abroad.

Specifically, foreign loans are subject to Central Bank of Kenya (CBK) approval, particularly where the transaction involves foreign currency, as the CBK regulates inflows and outflows to safeguard the country’s balance of payments and financial stability. Certain reporting obligations must also be met, including the submission of loan agreements and periodic returns to the CBK.

Additionally, foreign lenders engaged in credit provision require licensing from the Central Bank of Kenya (CBK), particularly for digital lenders or non-deposit-taking credit providers. Reporting obligations and compliance with prudential standards, anti-money laundering rules, and know-your-customer requirements also apply. Certain exemptions exist, for example, interest on loans for infrastructure projects, such as energy and roads, may be tax-exempt.

While there are no general prohibitions, non-compliance with registration, licensing, or reporting requirements may affect the enforceability of the loan or expose the lender to penalties, so foreign lenders typically engage local legal and financial advisers before extending credit in Kenya.

There are no specific legal prohibitions against granting security or guarantees to foreign lenders in Kenya. Security interests, such as charges, debentures, and other encumbrances, are recognised and enforceable, provided they are properly perfected.

For example, charges over land must be registered at the Lands Registry, charges over company assets at the Companies Registry, and notices over movable property at the Collateral Registry under the Movable Property Security Rights Act.

Guarantees governed by foreign law are generally valid in Kenya, provided they do not contravene public policy. Companies providing guarantees must demonstrate a corporate benefit, and regulatory rules on thin capitalisation apply where foreigners control 25% or more of the company; particularly, a debt-to-equity ratio exceeding 3:1 may limit the deductibility of interest for tax purposes.

Stamp duty is payable at 0.1% for principal securities or a nominal KES200 for guarantees, with exemptions typically granted for infrastructure-related instruments.

While Kenyan law facilitates the provision of security and guarantees to foreign lenders, compliance with registration, corporate, and tax requirements is essential to ensure enforceability and avoid regulatory or legal challenges.

Kenya’s foreign investment regime is liberal and investor-friendly, governed primarily by the Investment Promotion Act (2004), which established the Kenya Investment Authority (KenInvest) to facilitate both local and foreign investments. Foreign investors are generally required to meet a minimum capital threshold of USD100,000, although sector-specific thresholds may apply.

The Foreign Investment Protection Act (Cap 518) guarantees equal treatment for foreign investors as well as protection against expropriation with prompt compensation.

The broader legal framework includes the 2010 Constitution, the Companies Act (2015), and the Public Private Partnerships Act (2021), which allow up to 100% foreign ownership in most sectors, except those deemed critical to national security, such as certain utilities. Kenya aims to grow foreign direct investment from USD500 million in 2022 to USD10 billion by 2027 under its 2023–2027 Strategic Plan, targeting agro-processing, energy, infrastructure, and technology.

Investors benefit from incentives such as tax holidays in Export Processing Zones (EPZs), work permits for key personnel, and no restrictions on foreign ownership in project companies. Sector-specific regulations may require local participation – for example, a minimum 25% local shareholding for listed companies, and merger control under the Competition Act may impose public interest conditions.

Kenya’s membership in the East African Community (EAC), COMESA, and IGAD further facilitates regional investment flows and market access.

There are no restrictions on payments abroad or repatriation of capital by foreign investors in Kenya, which operates a fully liberalised capital account under a managed floating exchange rate. Since the repeal of the Exchange Control Act in 1995, foreign investors are generally free to remit profits, dividends, loan repayments, and capital out of Kenya, subject to compliance with standard tax and reporting obligations.

Currently, the Foreign Investment Protection Act explicitly guarantees the right to repatriate after-tax profits, including uncapitalised retained earnings, investment proceeds, and loan principal and interest in approved foreign currency at prevailing exchange rates.

Repatriation is generally subject to withholding tax, such as 15% on dividends to non-residents and 20% on interest, although certain infrastructure loans may be exempt. No prior government approval is required for routine repatriation. Practical requirements include declaring large cash movements over USD10,000 at borders to comply with anti-money laundering regulations.

Additionally, outward investments exceeding USD500,000 require Central Bank of Kenya (CBK) approval via commercial banks. Companies must also ensure that all corporate and regulatory filings are up to date, including returns to the Kenya Revenue Authority (KRA) and the Central Bank of Kenya (CBK) if relevant.

This liberalised framework is designed to provide foreign investors with confidence that profits, capital, and loan proceeds can be transferred abroad efficiently, subject only to standard tax and regulatory compliance.

It is generally permissible for a project company in Kenya to maintain offshore foreign currency accounts, subject to compliance with applicable laws and Central Bank of Kenya (CBK) regulations.

Kenya has no exchange controls and allows free movement of capital, enabling companies to hold accounts either through local banks partnered with offshore entities or directly with foreign banks for international transactions. Locally, authorised dealers provide foreign currency accounts in major currencies such as USD, EUR, and GBP, and exporters may retain proceeds in these accounts.

The use of offshore accounts is typically structured to comply with foreign exchange reporting requirements and anti-money laundering regulations. Companies must ensure that all inflows and outflows are properly documented, reported where required, and supported by legitimate commercial purposes. In certain cases, particularly for outward remittances exceeding USD500,000, CBK approval may be required via the company’s local bank.

While Central Bank of Kenya (CBK) approval may be required for regular foreign currency transactions under the Foreign Exchange Business Regulations, this is generally routine for project companies and does not impede the use of offshore accounts. These arrangements facilitate project financing, cross-border payments, and efficient management of foreign-denominated cash flows, while ensuring compliance with Kenyan reporting and regulatory requirements.

In Kenya, the enforceability of financing and project agreements, particularly those that create security interests, depends heavily on compliance with statutory registration and filing requirements. For security over movable property, the Movable Property Security Rights Act, 2017 (MPSRA), establishes a comprehensive framework.

A valid security agreement must be in writing, signed by the grantor, clearly identifying the parties, the secured obligation, and describing the collateral in a way that makes it identifiable. To make such a security right effective against third parties, a notice must be registered with the Collateral Registry. Failure to register does not invalidate the agreement as between the immediate parties, but it prevents the secured creditor from obtaining priority over other competing claimants, thereby exposing the creditor to substantial risk in case of competing claims or insolvency.

For immovable property such as land, the Land Registration Act, 2012, and the Land Act, 2012, govern charges and mortgages. These statutes require that any charge or encumbrance over land be duly registered at the relevant land registry. The principle of “first in time, first in right” applies, meaning that the priority of charges is determined by the order of registration.

Non-registration, while not automatically voiding the agreement, significantly compromises the lender’s ability to enforce its rights against third parties and may lead to the loss of priority.

Similarly, for company charges and debentures, the Companies Act, 2015, requires the particulars of such charges to be lodged with the Registrar of Companies, together with the instrument creating or evidencing the charge.

Registration is not merely a procedural formality: if a registrable charge is not registered, it may be rendered void against a liquidator or any creditor of the company. Thus, in project finance transactions in Kenya, lenders and sponsors must ensure meticulous compliance with these registration regimes, as failure to do so could result in unenforceable or subordinated security interests.

Kenyan law places significant emphasis on licensing and regulatory compliance when it comes to ownership of land and the exploitation of natural resources. The Constitution of Kenya (2010), particularly Article 65, restricts non-citizens and foreign entities from owning freehold land. Foreigners are permitted only to hold land on leasehold tenure, with leases limited to a maximum of ninety-nine years.

Furthermore, under the Land Control Act, transactions involving agricultural land or land designated as “land control areas” require the consent of the Land Control Board. If such consent is not obtained, the transaction may be deemed void, especially where foreigners or companies not wholly owned by Kenyan citizens are involved. This underscores the constitutional policy of protecting Kenyan citizens’ rights over agricultural and strategic land.

In addition to land restrictions, projects involving natural resources such as mining, petroleum, water, or forestry are regulated by sector-specific statutes. For example, the Mining Act and the Petroleum Act require that licences be obtained before exploration or exploitation can take place. These laws usually mandate that the licence holder comply with environmental regulations, including the Environmental Management and Coordination Act, which requires an environmental impact assessment.

While foreign companies are not outright barred from holding such licences, the licensing process often requires local incorporation, adherence to local content requirements, ministerial approvals, and compliance with community consultation obligations.

Beyond land and natural resources, operating a project-related business requires adherence to general business licensing frameworks, such as obtaining business permits, tax registrations, and compliance with labour laws. Foreign entities are permitted to hold licences and operate projects but must either register as foreign companies with the Registrar of Companies or incorporate a local subsidiary to meet regulatory, tax, and operational requirements.

Consequently, while foreign sponsors can participate, they must navigate restrictions on land ownership and comply with a dense web of sectoral regulations, making local incorporation the preferred vehicle for structuring project finance transactions.

The concepts of agency and trust are recognised under Kenyan law, though their use is circumscribed by both statutory and constitutional limitations. Trusts are expressly recognised under the Trusts Act (Cap. 167), and trustees are bound by fiduciary duties in managing trust property. Trusts are commonly used for estate planning, charitable activities, nominee shareholding arrangements, and other beneficial ownership structures.

However, trusts cannot be exploited to circumvent statutory or constitutional prohibitions. For example, attempts by foreigners to hold freehold land through a trust arrangement will not withstand scrutiny, as Kenyan courts have consistently held that beneficial ownership cannot override constitutional restrictions under Article 65 of the Constitution.

Agency and nominee arrangements are also recognised under Kenyan law, primarily through common law and equity principles. Foreign investors have traditionally used nominee shareholders or agents to hold interests on their behalf. However, with the advent of the Companies Act, 2015, and the introduction of beneficial ownership disclosure requirements, transparency in such arrangements is mandatory.

Companies must maintain a register of beneficial owners and lodge this information with the Business Registration Service. This legal shift reflects Kenya’s broader policy emphasis on corporate transparency and combating misuse of nominee arrangements to conceal ownership.

Where trust or nominee arrangements are unsuitable or risky, alternative structures are often adopted.

These include joint ventures with Kenyan citizen partners, incorporation of local subsidiaries, long-term leases rather than outright ownership, and public-private partnerships. In this way, although agency and trust concepts are legally valid and frequently used, they operate within clear legal and regulatory limits, particularly when national interests in land and natural resources are implicated.

The rules governing the priority of competing security interests in Kenya are drawn from a combination of statutes, including the Movable Property Security Rights Act, 2017, the Land Registration Act, 2012, the Companies Act, 2015, and the Insolvency Act, 2015. For movable property, the MPSRA establishes a registration-based system where priority is determined by the date and time of registration in the Collateral Registry.

The creditor who registers first generally enjoys priority over later registrants. Similarly, for immovable property, the Land Registration Act adopts a first-to-register rule: the earliest registered charge or mortgage takes precedence.

Under the Companies Act, charges created by companies must be registered, and priority is determined by the date of registration. In practice, fixed charges rank above floating charges, and within floating charges, the order of registration may determine priority.

Floating charges also carry additional implications under the Insolvency Act, since holders of qualifying floating charges may appoint an administrator to take control of the company’s affairs during insolvency proceedings.

Contractual subordination is expressly recognised under Kenyan law. The MPSRA permits a secured creditor to subordinate its priority in favour of another creditor, whether existing or future, without requiring the subordinated party’s direct participation.

These agreements are enforceable, but they cannot override statutory priorities imposed in insolvency. For instance, under the Insolvency Act, certain claims such as employee wages, statutory deductions, and costs of the insolvency process are treated as preferential and must be satisfied before secured creditors can enforce their rights.

Kenyan law does not impose an absolute requirement that project companies be incorporated locally. Foreign companies may register as branches under the Companies Act, 2015, provided they file the necessary documents such as their foreign certificate of incorporation, constitutive documents, and appoint a local representative.

However, in practice, incorporation of a local entity is almost always the preferred route for project finance transactions. This is because many practical considerations such as land ownership restrictions, licensing processes, tax obligations, and regulatory compliance are more easily navigated by a locally incorporated company.

The most common form of project company in Kenya is a private company limited by shares, which provides shareholders with limited liability, a clear legal identity, and flexibility in governance. Such companies are favoured because they can own or lease land, hold project licences, and enter into financing agreements directly.

For larger projects requiring public participation, a public company limited by shares may also be used, although this is less common in infrastructure finance.

Foreign companies operating through branches face several disadvantages, including restrictions on land ownership, limited ability to secure certain licences, and possible reduced lender confidence.

For these reasons, sponsors and lenders almost always structure project companies as Kenyan-incorporated subsidiaries, which not only ensures compliance with domestic law but also facilitates smoother interactions with regulators, creditors, and local communities.

In Kenya, company reorganisation is guided by the Insolvency Act, No 18 of 2015. This law was introduced to modernise the old insolvency system and, importantly, to shift the focus from simply shutting down companies (liquidation) to trying to rescue and revive them wherever possible.

The goal is to help struggling companies get back on their feet while still protecting the rights of creditors. When a company is reorganised successfully, it is able to continue operating as what is called a “going concern”, meaning it keeps running as a business rather than being closed permanently.

The Act provides several tools that companies can use when they face financial trouble:

• Administration: This is one of the main rescue procedures. An independent professional called an administrator is appointed to take over the management of the company from the directors. The administrator’s role is to try to save the company or at least achieve a better result for creditors than if the company were shut down immediately. Sometimes this involves reorganising assets so that secured or preferential creditors such as banks or employees who are owed wages can be paid first.
• Company Voluntary Arrangement (CVA): This procedure allows the company to make a formal agreement with its creditors under the supervision of an insolvency practitioner. The agreement might involve rescheduling debt repayments, reducing the total debt, or restructuring operations so that the business can remain sustainable. The creditors must agree to the proposal, but once approved, it becomes binding on all of them.
• Schemes of Arrangement: Provided for under the Companies Act, 2015, this is another tool that can be used to reorganise a company’s finances. It allows the company to restructure things like its share capital or its debts. A scheme requires approval by a majority of creditors or shareholders and then confirmation by the court before it takes effect.

Together, these mechanisms show that Kenya has embraced international best practices which view insolvency not just as the end of a business but as an opportunity to restructure, rescue, and preserve value. Instead of rushing to liquidate, the law encourages attempts to keep businesses alive, protect jobs, and ensure creditors get the best possible outcome.

The commencement of insolvency proceedings in Kenya has a profound impact on the rights of lenders to enforce their loans, securities, or guarantees. Once a company enters administration or liquidation, a statutory moratorium automatically comes into effect under Section 560 of the Insolvency Act, 2015, that suspends all legal actions, enforcement proceedings, or recovery efforts against the company’s property or assets without the prior consent of the administrator or leave of the court.

The underlying purpose of this moratorium is to provide the company with temporary protection from creditor actions, thereby giving it “breathing space” to explore restructuring or for the insolvency practitioner to manage its affairs in an orderly and equitable manner.

For secured creditors, their rights remain recognised but subject to limitations. A fixed charge holder, for example, cannot immediately enforce security during the moratorium unless the administrator consents or the court authorises such enforcement. This delay can adversely affect lenders who wish to move swiftly to realise assets, particularly if the secured assets are perishable, rapidly depreciating, or susceptible to market fluctuations.

Holders of floating charges face even greater uncertainty, as their rights are not only stayed by the moratorium but are also subordinated to preferential claims such as that of fixed charge holders and insolvency costs when distributions are eventually made.

For unsecured creditors, the commencement of insolvency proceedings is particularly disadvantageous. Their ability to bring or continue recovery suits is suspended, and they must instead lodge claims in the insolvency process. As a result, they typically rank lower in the statutory order of payment and face the risk of recovering little or nothing once the assets are distributed.

As for guarantees, creditors are still entitled to enforce guarantees given by third parties because guarantees are generally considered independent of the debtor company’s insolvency. However, practical complications arise if the guarantor is also in financial distress or insolvent. In such cases, the creditor may have to participate in a separate insolvency process against the guarantor, which can cause further delays and reduce prospects of full recovery.

In addition, the insolvency process may expose lenders to risks of avoidance actions. Transactions made shortly before the commencement of insolvency, such as the creation of new securities or repayments to certain creditors, may be reviewed and set aside by the court if found to be preferential or undervalued under Sections 480 to 486 of the Insolvency Act. This means a lender who received repayment or perfected security on the eve of insolvency could lose that advantage if the court finds it unfair to other creditors.

The Insolvency Act sets out a clear order of priority in the payment of creditors upon insolvency. First, the costs and expenses of the insolvency proceedings, including administrator or liquidator fees, must be paid. Thereafter, secured creditors with fixed charges are settled, followed by preferential creditors such as employees, who are entitled to wages and tax obligations owed to the Kenya Revenue Authority.

Next in line are holders of floating charges, followed by unsecured creditors such as trade creditors and suppliers. Shareholders are the last in the hierarchy and may only receive payment if there is any surplus after all creditors have been satisfied. This structured order ensures fairness and provides clarity on the rights of various stakeholders during insolvency proceedings.

One of the significant risks is the statutory moratorium, a legal “pause” that automatically takes effect when insolvency proceedings begin. This moratorium prevents creditors from suing the company or seizing its assets without court approval. While this gives the company breathing space to reorganise, it also delays lenders from enforcing their securities. The longer this delay, the higher the risk that the company’s assets will lose value, reducing the lender’s chances of recovering the full debt.

Another risk comes from the court’s power under Sections 480 to 486 of the Insolvency Act. These provisions allow the court to undo or set aside certain transactions that were carried out before the company became insolvent. For example, if the company sold an asset for less than its true value at an undervalued transaction or paid one creditor ahead of others in an unfair way amounting to a preferential transaction, the court can cancel those transactions. This means that even securities or payments a lender has already received may be reversed, creating uncertainty.

Floating charge holders are also in a weaker position compared to other creditors. A floating charge is a security interest over assets that can change from time to time, such as stock or receivables. Under the law, when insolvency happens, the claims of floating charge holders are ranked below preferential creditors, such as employees owed salaries and the tax authority, and also below the costs of running the insolvency process itself. This can significantly reduce what floating charge lenders eventually recover.

The situation becomes even more complex in cases of cross-border insolvency, where a borrower has assets in more than one country. Kenya’s law, following international practice, allows courts to recognise insolvency proceedings started in foreign jurisdictions. While this promotes fairness across borders, it can also limit a Kenyan lender’s ability to seize or recover foreign-based assets, since the foreign process may take precedence.

Although secured creditors (those with fixed charges like mortgages over land or machinery) are generally better protected and often recover more than unsecured creditors, these risks show why lenders must be careful. They need to structure credit facilities wisely, use strong securities, and continuously monitor the financial health of their borrowers to reduce the impact of insolvency.

Not all entities in Kenya fall under the general bankruptcy or insolvency regime provided by the Insolvency Act. Natural persons may be declared bankrupt under the Act, while companies are subject to corporate insolvency procedures. However, certain entities are excluded due to their special nature and the need for sector-specific regulation.

Banks and financial institutions are governed by the Kenya Deposit Insurance Act, 2012, and the Banking Act, Cap 488, which provide for resolution and liquidation mechanisms tailored to the financial sector. Insurance companies are regulated under the Insurance Act, Cap 487, and supervised by the Insurance Regulatory Authority.

Co-operative societies are dealt with under the Cooperative Societies Act, Cap 490, while public entities and state corporations are managed through special frameworks such as the Public Finance Management Act and the State Corporations Act. These exclusions reflect the essential role such institutions play in the economy and the need for specialised oversight and protection mechanisms beyond the general insolvency framework.

Insurance in Kenya is subject to a range of statutory levies and regulatory controls designed to strengthen oversight and ensure fairness in the market. An Insurance Premium Levy is charged on gross direct premiums written by insurers, while reinsurance premiums paid to businesses outside Kenya also attract the levy.

Policyholders in the general insurance business additionally contribute to the Insurance Training Levy, which is collected by insurers on behalf of the regulator. Both insurers and policyholders are further required to make mandatory monthly contributions to the Policyholders’ Compensation Fund, which provides protection to claimants should an insurer become insolvent.

Insurers are also required to file premium rates for general insurance with the Insurance Regulatory Authority (IRA) and any changes must be duly notified. Policies are generally required to express all sums in Kenyan shillings, though exceptions are allowed for specific classes of insurance such as aviation and marine, subject to regulatory approval. Offering rebates or inducements to attract policyholders is restricted by law.

In addition, the placement of Kenyan insurance business with an insurer not registered under Kenyan law requires the prior written approval of the IRA. These requirements are intended to ensure transparency, consumer protection, and the stability of the insurance sector.

Kenyan law guarantees that policyholders retain the right to receive payments and to sue for relief under Kenyan law, even if a policy contains a clause to the contrary. This means that disputes involving Kenyan insurance contracts are generally governed by Kenyan law, reinforcing predictability and access to justice for local policyholders. Marine insurance contracts, however, remain an exception to this rule and may be subject to different treatment.

Insurance policies covering project assets can be structured to provide benefits to foreign creditors, but such arrangements remain tightly regulated. While policies may be denominated in Kenyan shillings as the default, parties can agree to use a foreign currency with the written approval of the IRA. For certain specialised classes of insurance, such as aviation, marine, or engineering, policies may be issued in foreign currency without requiring specific approval from the Commissioner.

Even where foreign currency policies are permitted, the transfer or remittance of claim payments outside Kenya requires prior written approval from the IRA. This final layer of control ensures that outward flows of insurance funds are monitored in line with Kenya’s foreign exchange and financial stability policies. These requirements mean that while foreign creditors can benefit from project-related insurance in Kenya, their rights are always balanced against the broader regulatory and economic interests of the country.

The applicable withholding tax rate on interest payable by a Kenyan company to a non-resident lender (located and situated outside Kenya) is 15% subject to the provisions of any applicable Double Taxation Agreement (DTA).

This withholding tax is deducted from the interest payable to the lender and remitted to the Kenya Revenue Authority (KRA) on behalf of the lender. However, in order to benefit from the reduced rate under the Double Taxation Agreement, a Tax Residence Certificate must be shown. 

Similarly, interest payments made to resident lenders are also subject to withholding tax at the rate of 15%. The withholding tax is deducted from the interest payable to the lender and remitted to the Kenya Revenue Authority on behalf of the lender. Upon successful remission of the deducted amount to the Kenya Revenue Authority, a Withholding Certificate is issued.

Lenders making loans to entities incorporated in Kenya must consider several taxes, duties, and regulatory obligations beyond withholding tax. Loan agreements, charges, and guarantees executed in Kenya are generally subject to stamp duty under the Stamp Duty Act.

For instance, charges over property attract a duty of 0.1% of the secured amount, while guarantees or debentures may incur a nominal fixed duty, currently KES 200, with exemptions available for certain infrastructure projects and government-approved transactions.

Interest charged on loans is typically exempt from VAT under the VAT Act, as financial services in Kenya are generally zero-rated or exempt, though fees for advisory or ancillary services may attract VAT. Kenyan lenders must also account for interest income in their taxable income under the Income Tax Act, while borrowers’ deductibility of interest may be limited by thin capitalisation rules, particularly where foreign ownership exceeds 25% and the debt-to-equity ratio exceeds 3:1.

Certain loans, particularly those involving regulated sectors such as banking, insurance, or capital markets, may trigger compliance obligations and fees under the Central Bank of Kenya Act, the Capital Markets Act, or other sector-specific legislation. Foreign currency transactions must comply with Central Bank of Kenya reporting requirements and anti-money laundering regulations.

Loans linked to infrastructure, energy, or export-oriented projects may enjoy exemptions or preferential treatment in respect of stamp duty, withholding tax, or other charges under applicable incentive frameworks.

There are no usury laws that cap the interest chargeable between a lender and a borrower in Kenya. Interest rates are generally negotiated freely between the parties, reflecting the principles of contractual freedom and commercial practice, provided they do not violate the Constitution, the Banking Act, or public policy.

Currently, the only statutory limitation on interest relates to defaulted loans under Section 44A of the Banking Act, which caps the amount recoverable from a defaulting borrower. Specifically, a financial institution may recover:

• the principal owing at the time the loan becomes non-performing;
• the contractual interest accrued, but only up to an amount not exceeding the principal outstanding at the time the loan becomes non-performing; and
• the expenses incurred in recovering amounts owed by the debtor.

In practice, loan agreements may include fixed, floating, or variable rates, and lenders are free to negotiate terms with borrowers. However, courts may intervene if the interest is so excessive as to be unconscionable or contrary to public policy, though such cases are rare in commercial lending.

Consumer lending, on the other hand, is subject to stricter interest rate regulations under the Banking Act and relevant CBK directives.

This framework ensures that while commercial lenders retain broad freedom to negotiate interest on performing loans, protections exist to prevent excessive recovery from borrowers in default, balancing lender rights with fairness.

Project agreements are typically governed by Kenyan law where the project is located in Kenya or where the contracting parties are Kenyan residents. This ensures alignment with local statutes, regulatory requirements, and public policy considerations, particularly for agreements such as concessions, engineering, procurement and construction contracts.

The Law of Contract Act (Cap. 23) provides the framework for the formation, validity, and enforceability of contractual obligations. Where projects involve public participation or government entities, the Public Private Partnerships Act, 2021, regulates concession and PPP arrangements, while the Public Procurement and Asset Disposal Act, 2015, governs procurement processes.

For projects in the energy and infrastructure sectors, the Energy Act, 2019, establishes licensing, generation, and distribution requirements. Environmental compliance obligations are anchored in the Environmental Management and Coordination Act (EMCA), 1999, which mandates environmental and social impact assessments.

Projects involving land rights are subject to the Land Act, 2012, and the Land Registration Act, 2012, which regulate tenure, leases, and security interests. Additionally, the Companies Act, 2015, governs the incorporation, management, and operation of project vehicles and special purpose entities used in project execution.

However, in cases involving one or more foreign counterparties – eg, in cross-border infrastructure projects, public-private partnerships, or financing arrangements, it is common for parties to agree on a governing law from another jurisdiction, most often English law, given its global acceptance in commercial transactions.

In practice, this often results in a hybrid approach; agreements tied to local operations and regulatory approvals are governed by Kenyan law, while financing and certain cross-border arrangements are governed by foreign law to ensure certainty and enforceability in international markets.

Financing agreements are typically governed by Kenyan law where the borrower obtains financing from a domestic lender or where the transaction is largely local in nature. This applies particularly to domestic debt instruments such as debentures, bonds, and facility agreements issued to Kenyan investors, where the trust deed or facility agreement is ordinarily subject to Kenyan law.

The Law of Contract Act (Cap. 23) sets out the general principles governing the formation, validity, and enforceability of loan and guarantee contracts. Corporate borrowing, including the creation and registration of charges and guarantees, falls under the Companies Act, 2015.

Financial institutions and lending activities are subject to prudential regulation under the Central Bank of Kenya Act (Cap. 491) and the Banking Act (Cap. 488), which govern licensing, lending practices, and the oversight of financial service providers.

For cross-border borrowings or syndicated loans involving foreign lenders, however, it is common for the financing agreements to be governed by English law or another internationally recognised legal system, given its global acceptance and the depth of its commercial jurisprudence.

Nonetheless, any related security documents creating interests over Kenyan assets such as charges, debentures, or security over movable property must be governed by Kenyan law to ensure validity, perfection and enforceability in local courts.

In Kenya, matters that are closely tied to local assets, regulatory approvals, and public policy are typically governed by domestic law. This includes the creation, perfection, and enforcement of security interests over Kenyan assets, such as charges over land, debentures, pledges of shares in Kenyan companies, and security over movable property. Similarly, real estate transactions, including leases, concessions, and transfers of land, must comply with Kenyan property and land registration laws.

Other matters that are ordinarily subject to Kenyan law include employment contracts relating to personnel based in Kenya, taxation and fiscal obligations of project companies, licensing and regulatory approvals in sectors such as energy, mining, telecommunications, and financial services, and environmental and health and safety compliance.

Corporate governance of Kenyan-incorporated entities is also governed by the Companies Act, 2015, while insolvency and restructuring processes fall under the Insolvency Act, 2015.

Even where cross-border projects adopt foreign law to govern principal financing or project agreements, these Kenya-specific matters must be subject to Kenyan law to ensure validity and enforceability, as they fall squarely within the exclusive jurisdiction of Kenyan courts and regulators.