Last Updated May 23, 2019

Law and Practice

Contributed By MMC Africa Law

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MMC Africa Law was established in 1995 and is headquartered in Spring Valley, Nairobi, with a full-service office in the coastal city of Mombasa. The firm is made up of 12 Partners and over 30 lawyers with expertise in a wide variety of legal matters. As well as being a member of ALFA International, a global network of independent law firms, it has a close association with the leading global law firm of Orrick, Herrington & Sutcliff LLP. MMC Africa Law’s dedicated real estate team comprises three partners and 12 lawyers who pride themselves on their extensive experience handling sophisticated and complex transactions such as those relating to mixed-use developments, an emerging market in real estate. The team also offers specialised services in urban regeneration projects, construction law, REITs, hospitality and hotels, residential developments, commercial and farmland leases, land use and planning, environmental compliance, contractual agreements, conveyancing and conducting due diligence on property.

Limited Liability Company

A public LLC is required to have a company secretary; a private LLC will be required to have a company secretary if it has a share capital over of over KES5 million.

An LLC is required to hold an annual general meeting within six months of the day following its accounting reference date each year, and thereafter within three months of the end of its financial period.

A public LLC is required to have a minimum of four board meetings annually.

LLCs listed on the Nairobi Securities Exchange are required to comply with the code of corporate governance for listed companies.

Private LLCs are expected as a matter of best practice to comply with the code of conduct for private organisations.

If the company has share capital, it must file an annual return like any other limited liability company. If it has no share capital, it must file an annual return stating the address of the registered office.

If the register of members is not kept at the registered office, the address of the place where it is kept must be stated.

The particulars of the directors and the secretary are required to be kept in the register of directors and secretaries. Particulars of the total amount of the company’s indebtedness in respect of all charges are required to be registered.

Limited Liability Partnership

An LLP must:

  • have a manager;
  • file a solvency report annually;
  • keep proper accounting records;
  • have a registered office in Kenya; and
  • all documents issued by the LLP must bear the name and registration number of the partnership and a statement that it is an LLP.

REITs

Under the Capital Markets (Real Estate Investment Trusts) (Collective Investment Schemes) Regulations, 2013 a REIT must have:

  • a trustee who is licensed by the CMA (this trustee must be a financial institution);
  • a REIT manager appointed by the trustee with the approval of the CMA;
  • a structural engineer appointed by the trustee in consultation with the manager.

A REIT is required to keep proper books, records and accounts in respect of the fund and scheme in accordance with the law.

The manager is required to prepare, present to the trustee semi-annual and annual reports for the REIT and thereafter submit the reports to the CMA.

The trustee is required:

  • to appoint an auditor to audit the accounts of the REIT at least annually;
  • to notify the CMA within seven days of any changes in its structure;
  • to appoint a valuer for purpose of valuation of the assets of the REIT.
MMC Afica Law

MMC Arches,
Spring Valley Crescent,
Off Peponi Rd.
Westlands

+254 020 2329898

+254 720 585 785

eomulele@wakili.com www.wakili.com
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MMC Africa Law was established in 1995 and is headquartered in Spring Valley, Nairobi, with a full-service office in the coastal city of Mombasa. The firm is made up of 12 Partners and over 30 lawyers with expertise in a wide variety of legal matters. As well as being a member of ALFA International, a global network of independent law firms, it has a close association with the leading global law firm of Orrick, Herrington & Sutcliff LLP. MMC Africa Law’s dedicated real estate team comprises three partners and 12 lawyers who pride themselves on their extensive experience handling sophisticated and complex transactions such as those relating to mixed-use developments, an emerging market in real estate. The team also offers specialised services in urban regeneration projects, construction law, REITs, hospitality and hotels, residential developments, commercial and farmland leases, land use and planning, environmental compliance, contractual agreements, conveyancing and conducting due diligence on property.

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