Transferring shares in a Kenyan private company

The steps BRS describes for recording a share transfer on eCitizen, the stamp duty deadline, the seller's capital gains tax and beneficial ownership.

By Achekam · 11 October 2026 · 5 min read · For Running a business businesses in Kenya

A co-founder is leaving, an investor is coming in, or a parent is handing part of the family company to the next generation. The commercial terms are agreed over coffee. Then someone asks how the shares actually move from one name to another, and the room goes quiet.

In a Kenyan private company, a share transfer is not finished when the buyer pays. The transfer form has to go through stamp duty, the change has to be recorded with the Business Registration Service (BRS) on eCitizen, and both the seller's tax position and the company's ownership records may change as a result. Miss a step and the company's register says one thing while the paperwork says another.

The share transfer form and what BRS expects

The BRS explains in its published FAQs that a share transfer is recorded on eCitizen by attaching the share transfer form together with the stamp duty payment receipts. The form it describes is not a bare signed sheet. BRS lists it as assessed, signed, witnessed and stamped, and franked at the Ministry of Lands.

Read those words as a sequence of things that must be true before you upload anything:

1. The form is completed with the company, the shares, the seller and the buyer.
2. It is signed by the parties and the signatures are witnessed.
3. It is assessed and the stamp duty is paid.
4. It is franked at the Ministry of Lands, so the stamp shows on the form.
5. You keep the stamp duty payment receipts, because BRS wants those attached too.

The BRS frequently asked questions document sets out this requirement and answers other common questions about company records on eCitizen; read the share transfer answer before you start, since the document is dated and procedures can change.

Stamp duty and its receipts

Stamp duty has its own clock. KRA says stamp duty on documents prepared in Kenya must be paid within 30 days, and on documents prepared abroad within 30 days of receiving them. KRA is blunt about the consequence: non-payment makes the transaction invalid and inadmissible as evidence in court.

For a share sale, that means a form prepared in Nairobi needs its duty paid within the 30 days KRA gives, not whenever the buyer gets round to it. A form prepared abroad has 30 days from when it is received. A transfer left unstamped is not a technicality: if a dispute arose later, the paperwork you would want to rely on could not be used as evidence.

For the wider picture on which documents attract duty and how the deadlines work, see paying stamp duty on Kenyan documents.

Capital gains tax for the seller

The seller has a separate question to answer. The Income Tax Act, as published on Kenya Law, sets capital gains tax at fifteen per cent, as a final tax. A KRA companies filing page still shows five per cent, so the seller should confirm the position with KRA or a tax adviser before the sale completes rather than relying on one page.

Capital gains tax is the seller's obligation, but it is worth the company knowing about it. A seller who has not planned for the tax may try to reopen the price, and a buyer who wants a clean file will ask whether it has been dealt with. The detail of how the gain is worked out is covered in capital gains tax when selling property or shares.

Beneficial ownership when holdings cross ten per cent

A share transfer can change who counts as a beneficial owner. The Companies (Beneficial Ownership Information) Regulations, as published on Kenya Law, define a beneficial owner as a natural person who, directly or indirectly:

• holds at least ten percent of the issued shares;
• exercises at least ten percent of the voting rights;
• can appoint or remove a majority of the board; or
• exercises significant influence or significant control over the company.

So an incoming investor who buys a stake at or above that line becomes a beneficial owner under the definition, and a seller who drops below it may stop being one. The company's beneficial ownership records should be reviewed as part of the same transaction, not months later. The steps for doing that are in identifying beneficial owners and filing BOF1.

Signing and keeping the paperwork in Achekam

A share transfer produces a bundle of documents: the sale agreement, the directors' resolution approving the transfer, the transfer form, the stamp duty receipts and the eCitizen confirmation. Achekam helps with the signing and the filing of that bundle.

Any document can be sent for electronic signature from Achekam, with signature and initials fields placed on it. Signers can sign in a set order, for example seller first, then buyer, then the directors, or all at once, and the envelope can carry an expiry date and reminders. When everyone has signed, the signed PDF and a completion certificate are filed back into Documents.

One caution. BRS describes the transfer form as witnessed and franked at the Ministry of Lands. Before relying on an electronic signature for the form itself, confirm with your advocate or the BRS what will be accepted. Supporting documents such as the sale agreement and the board resolution are a more natural fit for electronic signing.

Document Centre is the place to keep the finished set. It is a folder-based store: create a folder for the transfer, upload the stamped form and the receipts, tag them, and search for them later. If the form is re-stamped or corrected, uploading a new version keeps the earlier ones, so the history of the document stays with it.

Recording the transfer on eCitizen

With the stamped form and receipts in hand, the last step is the BRS record. Work through it in this order:

• Confirm the form shows the stamp and franking from the Ministry of Lands.
• Gather the stamp duty payment receipts.
• Log in to the company's eCitizen account and attach both, as BRS describes.
• Save the confirmation and file it with the rest of the bundle.
• Check whether the beneficial ownership records need updating.

Put the stamp duty deadline in your diary as soon as the form is prepared. If the company is planning a transfer now, gather the signed form, the duty receipts and the BRS confirmation into one folder from the outset, so the record is complete when an auditor, a bank or the next investor asks to see it.

General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.