How long does the process of share transfer in Kenya take?

For private companies, the process usually takes 7–21 days depending on internal approvals and BRS processing. For public companies, it can take up to 30 days depending on the broker and regulatory procedures.

Process of Shares Transfer in Kenya Guide

Q: Can I transfer my shares online?

Yes. For private companies in Kenya, share transfer documentation can be submitted online through eCitizen via the Business Registration Service (BRS). For public companies, share transfers are usually handled through a licensed broker, especially for NSE-listed shares.

Q: Do I pay tax when transferring shares in Kenya?

Yes. Share transfers in Kenya attract 1% Stamp Duty payable to KRA. If you make a profit from selling the shares, Capital Gains Tax (CGT) may also apply.

Q: What documents do I need to transfer shares in Kenya?

The typical documents needed for a share transfer in Kenya include: Share Transfer Form (Form D), Share Transfer Agreement, Proof of Stamp Duty payment, and Board approval or meeting minutes for private companies.

Q: Is there a maximum number of shares one can transfer in Kenya?

No. There is no legal limit on the number of shares you can transfer in Kenya. However, some companies may have restrictions or conditions in their Articles of Association, so it's important to review them.

November 21, 2025

Have you ever asked yourself: “How do Safaricom shareholders sell their shares?”

Or wondered how small business owners in Nairobi or Kisumu transfer ownership in their companies?

Whether you’re selling your stake, giving shares to a family member, or thinking of restructuring your business, understanding the process of shares transfer in Kenya is essential.

Doing it correctly keeps you compliant with the law – and avoids future disputes or headaches.

In this guide, M&A Registrars break down the process in plain, simple language.

We’ll walk you through the step-by-step process of shares transfer in Kenya for both private and public companies in Kenya, so you can move your shares smoothly, legally, and confidently.

Table of Contents

1. Key Terms You Should Know

2. What Are Company Shares in Kenya?

3. What Is the Process of Shares Transfer in Kenya?

4. Reasons for Shares Transfer in Kenya

5. Part A: Process of Shares Transfer in a Private Company in Kenya

Introduction – What Is a Private Company in Kenya?
When Can You Transfer Shares in a Private Company in Kenya?
Requirements for Shares Transfer in a Private Company in Kenya
Procedure for Shares Transfer in a Private Company in Kenya

6. Part B: Process of Shares Transfer in a Public Company in Kenya

Introduction – What Is a Public Company in Kenya?
When Can You Transfer Shares in a Public Company in Kenya?
Requirements for Shares Transfer in a Public Company in Kenya
Procedure for Shares Transfer in a Public Company in Kenya

7. Taxes Paid in the Process of Shares Transfer in Kenya

8. Costs Associated with the Process of Shares Transfer in Kenya

9. How Long Does It Take to Transfer Shares in Kenya?

10. FAQs on the Process of Shares Transfer in Kenya

11. Conclusion

12. Next Steps – Book Your Free Consultation

13. Disclaimer

Key Terms You Should Know

Before we get into the step-by-step process of shares transfer in Kenya, it’s helpful to understand a few key terms you’ll come across.

Knowing these makes the whole process much easier and less confusing.

Term	What it Means
Shares Transfer Form / Form D	– This is the official form you fill out to request a share transfer. – Think of it as the starting point for legally moving your ownership.
Shares Transfer Deed	– A legal document that records the transfer between the seller (transferor) and the buyer (transferee). – It acts as your formal proof that the transfer has taken place.
Shares Transfer Letter	– A simple letter that notifies the company of the proposed share transfer. This ensures the company updates its records and that everything is properly documented.
Stamp Duty	– A 1% tax on the value of the shares being transferred, payable to KRA. – Paying stamp duty is a key legal step to validate the transfer.
Shares Transfer Agreement	– A contract that spells out the details of the transfer, including the number of shares, the price, and the parties involved. – This ensures transparency and protects both sides during the transfer process.

By understanding these forms and terms, you’ll be well-prepared to navigate the process of shares transfer in Kenya with confidence.

Thinking of selling, gifting, or restructuring your company shares?

M&A Registrars can guide you through the legal steps to ensure your transfer is smooth and fully compliant.

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What Are Company Shares in Kenya?

At its simplest, shares are like slices of a company. When you own a share, you own a piece of the business. That ownership comes with important rights:

Vote in company decisions – Your say matters in major company matters.
Claim on dividends – You may receive a portion of the company’s profits.
Stake in company assets – If the company is sold or liquidated, you get a share of what’s left.

Not all companies handle shares the same way. Here’s how it works in Kenya:

Private Company (Ltd) – Shares are more restricted. Often, existing shareholders get first dibs on buying new or transferred shares (preemptive rights). This keeps ownership more controlled.
Public Company (PLC) – Shares can be bought and sold more freely, usually on the stock exchange, but transfers still follow rules set by the Nairobi Securities Exchange (NSE) and Capital Markets Authority (CMA).

To learn more about the various types of companies you can register in Kenya, check out our simplified guide on Types of Companies in Kenya.

What Is the process of Shares Transfer in Kenya?

Have you ever wondered how business owners legally move ownership of their company shares? That’s where the process of shares transfer in Kenya comes in.

Simply put, a share transfer is the legal process of moving company ownership from one person (the transferor) to another (the transferee).

It’s more than just paperwork – it officially updates who owns what and ensures the company complies with Kenyan law and the Companies Act 2015.

The rules on the process of shares transfer in Kenya depend on the type of company.

Private companies in Kenya usually have stricter rules, often giving existing shareholders first rights to buy transferred shares.
Public companies are generally more flexible, but shares transfers must follow regulations from the Nairobi Securities Exchange (NSE) and the Capital Markets Authority (CMA).

Understanding this process is the first step to making sure your share transfer is smooth, legal, and hassle-free.

Not sure where to start with your shares transfer?

We’ll walk you through each step – from Forms D to board approvals – so your ownership transfer is hassle-free.

Book a Free Consultation with M&A Registrars Today

Reasons for Shares Transfer in Kenya

People transfer shares for different reasons, and understanding these helps you navigate the process more smoothly. Here’s a quick breakdown:

Reason for Shares Transfer	What It Means	Example
Selling Shares to Another Investor	– You sell some or all of your shares to an external investor to raise cash or exit the business.	– A founder of a Nairobi tech startup sells 20% of their shares to a new investor.
Giving Shares to a Family Member	– Ownership is transferred to a relative, often for estate planning or succession purposes.	– A business owner transfers shares of their private company to their child.
Business Restructuring	– Shares are moved between owners as part of mergers, acquisitions, or reorganizing ownership.	– Two co-founders restructure their company, transferring shares to a newly formed holding company.
Shares Buyback	– The company or a former shareholder decides to repurchase shares from existing shareholders.	– A former shareholder sells their 50 shares back to the company to reduce the number of outstanding shares.
Shareholder Death	– Shares are passed to heirs according to a will or inheritance laws.	– After a shareholder passes away, their shares in a private company are transferred to their spouse or child

PART A: Process of Shares Transfer in a Private Company in Kenya

Introduction – What Is a Private Company in Kenya?

A private company in Kenya, often marked as “Ltd” after its name, is a business owned by a small group of shareholders.

Unlike public companies, private companies in Kenya have restrictions on how their shares can be sold or transferred.

This means existing shareholders usually have first rights to buy any shares that are being sold (preemptive rights), helping maintain control within a close-knit group.

Whether you’re a small business owner in Nairobi or a family-run company in Kisumu, understanding the process of shares transfer in a private company is crucial to ensure the transfer is legal, smooth, and dispute-free.

When Can You Transfer Shares in a Private Company in Kenya?

Shares in a private company in Kenya can be transferred under circumstances such as:

Selling your shares to another shareholder or approved outsider
Transferring shares to a family member
Exiting as a shareholder
Business restructuring or reorganization

Requirements for Shares Transfer in a Private Company in Kenya

To transfer shares legally in a private company in Kenya, you’ll need:

Requirement	What It Means	Example
Shares Transfer Form (Form D)	– The official form used to request a share transfer.	– John wants to sell 100 shares in “Sunrise Ltd” to Mary. He fills out Form D.
Shares Transfer Agreement	Legal contract recording the details of the transfer: – buyer, – seller, – number of shares, and – price.	– John and Mary sign an agreement stating he’s selling 100 shares at KES 50 per share.
Payment of Stamp Duty	– 1% tax on the total value of shares, paid to KRA. – This is necessary to make the transfer legally valid.	– 100 shares × KES 50 = KES 5,000 → 1% stamp duty = KES 50. John pays KES 50 to KRA.
Board Approval	– The company’s board must approve the transfer, as per the company’s Articles of Association.	– The board of Sunrise Ltd approves John’s sale of 100 shares to Mary.
Updated Register of Members & Share Certificate	– The company updates its official records and issues a new share certificate to the new owner.	– Mary’s name is added to the register as the owner of 100 shares, and she receives her share certificate.

Want to understand how to use the Articles of Association to manage your company smoothly? Check out our simplified guide on Articles of Association in Kenya for everything you need to know

Confused about what you need to transfer your shares?

Our experts make sure your private company share transfers are legally compliant and properly documented.

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Procedure for Shares Transfer in a Private Company in Kenya

The process of Transferring shares in a private company in Kenya involves a few key steps to ensure the process is legal, compliant, and properly documented.

Here’s a step-by-step guide:

Step	What You Do	Notes/ Example
Step 1: Review your company’s Articles of Association	– Check if there are any restrictions on share transfers, such as preemptive rights, board approvals, or limits on transferring to outsiders.	– If the Articles say existing shareholders must first be offered the shares, you cannot sell to a third party without offering them first.
Step 2: Send a Transfer Notice (if required)	– Notify the company or other shareholders about your intention to transfer shares.	– Example: John informs Sunrise Ltd and other shareholders that he intends to sell 100 shares to Mary.
Step 3: Prepare the Share Transfer Instrument	– Complete the Share Transfer Form / Form D (transfer deed) with details of the transferor, transferee, number of shares, and price. – Both parties sign and witness it.	– 100 shares × KES 50 per share = KES 5,000; Form D must capture this transaction.
Step 4: Assess and Pay Stamp Duty	– Calculate 1% of the share value and pay to KRA. – Stamp the transfer form to make the transfer legally valid.	– 1% of KES 5,000 = KES 50. Payment is made to KRA, and the form is stamped.
Step 5: Obtain Board Approval	– The company’s board must approve the transfer through a formal resolution which should be documented through official Minutes.	– The board of Sunrise Ltd meets and approves Mary as the new shareholder for 100 shares.
Step 6: Update the Register of Members	– The company secretary updates the statutory register to reflect the new shareholder.	– Mary is now officially recorded as owning 100 shares.
Step 7: Issue New Share Certificates	– Cancel or update the transferor’s certificate and issue a new one to the transferee.	– Mary receives a new share certificate, while John’s certificate is updated or cancelled.
Step 8: Update CR12	– File a request with the Companies Registry to update the CR12 with the new shareholder information.	– The CR12 now reflects Mary as a shareholder of Sunrise Ltd.
Step 9: Tax Compliance	– Ensure Stamp Duty (1%) is paid. If there’s a profit, Capital Gains Tax (CGT) may apply. KRA may review related-party transfers under transfer pricing rules.	– John pays 1% stamp duty and checks if any CGT is due on his profit.

PART B: Process of Shares Transfer in a Public Company in Kenya

Introduction – What Is a Public Company in Kenya?

A public company in Kenya, usually marked as “PLC” after its name, is a business whose shares can be offered to the general public and traded on the Nairobi Securities Exchange (NSE).

Unlike private companies, public companies have fewer restrictions on share transfers, which makes it easier for investors to buy or sell shares.

However, shares transfers must still comply with Capital Markets Authority (CMA) regulations and NSE rules.

Whether you’re an investor looking to sell your shares in a listed company or a shareholder exiting your stake, understanding the process of shares transfer in a public company in Kenya is key to staying compliant and avoiding delays.

When Can You Transfer Shares in a Public Company in Kenya?

Similar to private companies, Shares in a public company can be transferred under several circumstances:

Reason for Shares Transfer	What It Means	Example
Selling Shares to Another Investor	– You sell some or all of your shares to an investor through a broker or directly.	– An investor sells 500 Safaricom shares via a licensed NSE broker.
Shareholder Exit	– A shareholder decides to leave the company or reduce their stake.	– A co-founder of a public company sells 10% of their shares to the market.
Shareholder Death	– Shares are passed to heirs according to a will or inheritance laws.	– After a shareholder passes away, their shares in a public company are transferred to their child.
Share Buyback	– The company decides to repurchase shares from shareholders to reduce total outstanding shares.	– KPLC buys back 1,000 shares from a shareholder to consolidate ownership.

Requirements for Shares Transfer in a Public Company in Kenya

Before you can transfer shares in a public company in Kenya, the following requirements must be met:

Requirement	Explanation
Completed Share Transfer Form / Form D	– The Official form capturing transferor, transferee, and share details. Available via the company or broker.
Shares Transfer Agreement	Legal contract recording the details of the transfer: – buyer, – seller, – number of shares, and – price.
Payment of Stamp Duty	– 1% tax on the total value of shares, paid to KRA. – This is necessary to make the transfer legally valid. – Example: For shares worth KES 500,000, stamp duty = KES 5,000.
Board Approval (if required)	– Some public companies require the board to approve transfers, especially large blocks of shares.
Compliance with NSE & CMA Rules	– Listed shares must follow stock exchange regulations, reporting, and filings.

Procedure for Shares Transfer in a Public Company in Kenya

Transferring shares in a public company in Kenya involves a few key steps to ensure the process is legal, compliant, and properly documented.

However, compliance with Capital Markets Authority (CMA) regulations, Nairobi Securities Exchange (NSE) rules, and company records is crucial.

Step	What You Do	Notes/ Example
Step 1: Notify the Company or Broker	– If your shares are listed on the NSE, inform your broker or the company’s registrar of your intention to transfer or sell shares..	– Jane informs her broker that she wants to sell 1,000 Safaricom shares. This ensures the transaction is recorded.
Step 2: Agree on Price / Bidding (if applicable)	– Determine the price of the shares, either via the stock exchange, negotiated sale, or bidding process if multiple buyers are interested.	– Jane receives bids: Buyer A offers KES 39/share, Buyer B offers KES 40/share. Jane accepts Buyer B for a competitive rate.
Step 3: Prepare the Share Transfer Instrument	– Complete the Share Transfer Form / Form D (transfer deed) with details of the transferor, transferee, number of shares, and price. – Both parties sign and witness it.	– 1,000 shares × KES 40 = KES 40,000 recorded on Form D.
Step 4: Assess and Pay Stamp Duty	– Calculate 1% of the share value and pay to KRA. – Stamp the transfer form to make the transfer legally valid.	– 1% of KES 40,000 = KES 400. Payment is made to KRA and the form is stamped.
Step 5: Obtain Board Approval (if required)	– Some public companies require board approval for off-market transfers. Document approval in board minutes.	– The board approves the sale of 1,000 shares to the buyer.
Step 6: Update the Register of Members	– The company secretary updates the statutory register to reflect the new shareholder.	– Buyer is now officially recorded as a shareholder.
Step 7: Issue New Share Certificates	– Cancel or update the transferor’s certificate and issue a new one to the transferee.	– Buyer receives a new share certificate for 1,000 shares.
Step 8: Update CR12	– File a request with the Companies Registry to update the CR12 with the new shareholder information.	– CR12 now shows the buyer as a shareholder.
Step 9: Tax Compliance	– Ensure Stamp Duty (1%) is paid. If there’s a profit, Capital Gains Tax (CGT) may apply. KRA may review related-party transfers under transfer pricing rules.	– Jane pays KES 400 stamp duty and checks CGT on her profit.

Selling or buying shares in a public company can be complex.

Let M&A Registrars handle compliance with NSE and CMA rules so your transfer goes through smoothly.

Book a Free Consultation with M&A Registrars Today

Taxes Paid in the Process of Shares Transfer in Kenya

When transferring shares in Kenya, there are two main taxes you need to be aware of: Stamp Duty and Capital Gains Tax (CGT).

Understanding these ensures your share transfer is legal and avoids penalties.

Tax	What It Means	How It’s Calculated	Example
Stamp Duty	– A mandatory tax levied on the value of shares being transferred. – It validates the transfer legally.	– 1% of the value of the shares being transferred. – Paid to Kenya Revenue Authority (KRA) before stamping the transfer documents.	– If you sell 1,000 shares at KES 50 each, the value is KES 50,000. Stamp duty = 1% × 50,000 = KES 500.
Capital Gains Tax (CGT)	– Tax on any profit made from the sale of shares. – Applies only if the shares are sold at a gain.	– 15% of the net gain (selling price minus the original purchase price).	– If you bought shares for KES 40,000 and sell for KES 50,000, your gain is KES 10,000. CGT = 5% × 10,000 = KES 1500.

Key Points to Remember

Stamp duty is mandatory for all share transfers, whether in private or public companies. Without paying it, the transfer is not legally recognized.
CGT only applies if there’s a profit. If the shares are sold at a loss, no CGT is due.
Payment method: Stamp duty is paid online through KRA’s iTax portal, and the transfer documents are physically or digitally stamped.

By planning for these taxes upfront, you ensure your share transfer in Kenya is smooth, legal, and compliant with government regulations.

Worried about stamp duty, CGT, or other taxes during a share transfer?

We’ll help you calculate, pay, and document taxes correctly to avoid penalties.

Book a Free Consultation with M&A Registrars Today

Costs Associated with the Process of Shares Transfer in Kenya

When transferring shares in Kenya, there are several costs to consider.

These include professional fees, taxes, and other regulatory charges. Understanding these helps you budget and ensures a smooth transfer process.

Cost Component	Private Companies (Ltd)	Public Companies (PLC)	Notes/ Example
Professional Fees	– Fees for services of a licensed Company Secretary or professional firm like M&A Registrars.	– Brokerage fees for buying/selling shares through a licensed stockbroker.	– For private companies, professional fees may range from KES 10,000 – 50,000 depending on complexity. – For public companies, brokers typically charge a percentage of the transaction (e.g., 0.5% – 1% of the value of shares).
Stamp Duty	– 1% of the value of shares being transferred. – Paid to KRA.	– 1% of the value of shares being transferred. Paid to KRA.	Example: – Transferring 1,000 shares at KES 50 each – = KES 50,000 → Stamp Duty = KES 500. – Applies to both private and public companies.
Capital Gains Tax (CGT)	– 15% of net gain if shares are sold at a profit.	– 15% of net gain if shares are sold at a profit.	– Example: Buy shares at KES 40,000, sell at KES 50,000 – Gain = KES 10,000 → CGT = KES 1500. – Applies only if there is a profit.
Other Costs	– Minor administrative costs (e.g., printing, signing, witnessing forms).	– NSE transaction fees may apply for listed shares.	– Typically small, but necessary to complete the transfer legally.

Key Points

Private Companies: The biggest costs are usually professional fees for firms like M&A Registrars or your Company Secretary, plus the mandatory 1% stamp duty and any CGT.
Public Companies: In addition to taxes, brokerage fees for trading shares on the Nairobi Securities Exchange are a major cost to account for.
Planning ahead helps avoid delays and ensures compliance with all legal and tax requirements.

How Long Does It Take to Transfer Shares in Kenya?

The timeframe for transferring shares in Kenya depends on the type of company and how quickly each step of the process is completed.

Company Type	Typical Timeframe	Notes/ Example
Private Companies (Ltd)	7 – 21 days	– Private company share transfers are usually faster. – Most of the time is spent preparing the share transfer forms, paying stamp duty, obtaining board approval, and updating the company register and CR12. – Example: John sells 100 shares to Mary. – After paying 1% stamp duty and getting board approval, the new share certificate is issued within 14 days.
Public Companies (PLC)	7 – 30 days	– Transfers of shares in public companies may take longer due to brokerage processes, NSE approvals (if shares are listed), and compliance with CMA regulations. – Example: Selling 1,000 shares on the NSE may take up to 30 days to reflect on the official register and receive new share certificates.

Key Points

Private companies: Faster, because the process is mostly internal and regulated by the company’s Articles of Association and KRA stamp duty requirements.
Public companies: May take longer due to brokerage involvement, regulatory checks, and potential bidding processes for listed shares.
Planning ahead ensures all documents, approvals, and payments are ready to avoid unnecessary delays.

FAQs on the process of shares transfer in Kenya

Q1: Can I transfer my shares online?

Yes! For private companies, shares transfers documentation can be done online through eCitizen via the Business Registration Service (BRS).
For public company shares,shares transfers are usually handled through a broker, especially if the shares are listed on the NSE.

Q2: Do I pay tax when transferring shares in Kenya?

Yes. All share transfers are subject to 1% Stamp Duty paid to KRA. Additionally, if you make a profit from the sale, Capital Gains Tax (CGT) may apply.

Q3: What documents do I need to transfer shares in Kenya?

You’ll typically need:

Share Transfer Form (Form D)
Share Transfer Agreement
Proof of Stamp Duty payment
Board approval (for private companies) – This is mainly documented using meeting minutes.

Q4: How long does the process of shares transfer in Kenya take?

Private companies: Usually 7–21 days.
Public companies: Can take up to 30 days, depending on broker processing and regulatory approvals.

Q5: Is there a maximum number of shares one can transfer in Kenya?

There’s no legal limit on the number of shares you can transfer.
However, check your company’s Articles of Association, as some companies may have internal rules or restrictions.

Conclusion

Transferring shares in Kenya may seem daunting at first, but understanding the process of shares transfer in Kenya makes it much simpler.

By reviewing your Articles of Association, completing the necessary forms, paying taxes, securing approvals, and updating the register of members, you ensure that your share transfer is fully legal and dispute-free.

Whether you’re a small business owner in Nakuru, a family company in Kisumu, or an investor in Nairobi, knowing the process of shares transfer in Kenya protects your interests and keeps your business compliant.

At M&A Registrars, we guide you through every stage – preparing forms and agreements, calculating and paying stamp duty, updating the CR12, and issuing share certificates – so you can complete your share transfer smoothly and focus on growing your business.

Transferring shares in Kenya doesn’t have to be stressful.

Partner with M&A Registrars to handle the entire process – from documentation to CR12 updates – quickly, legally, and confidently.

Book a Free Consultation with M&A Registrars Today

Next Steps – Book Your Free Consultation

Transferring shares in Kenya can be complex, and getting it right the first time is crucial.

Book your free consultation with M&A Registrars to get expert guidance on the process of shares transfer in Kenya.

Our team will help you understand your obligations, prepare the necessary documents, and ensure the transfer is smooth, legal, and fully compliant.

Start today and make your process of shares transfer in Kenya hassle-free.

Disclaimer

This guide is for informational purposes only and does not constitute legal advice. Always consult a licensed Company Secretary like M&A Registrars or qualified legal professional before undertaking any shares transfer in Kenya.