Corporate & Commercial Law Services
(i) JMK Law offers the following Commercial Law services;
a). Mergers and Acquisitions; Given the recent trends of companies forming alliances to, among other things, improve market presence or reduce costs of production, we seek to provide pre- and post-merger/acquisition advice and high quality service and expertise in a broad variety of acquisitions and disposals of assets, shares, companies and businesses and we cover all such transactions, whether inside or outside Kenya, resulting in the change of control of a business, part of a business or an asset of a business in Kenya in any manner and includes a takeover, schemes of arrangement or corporate restructuring and management buy-outs.
b). Tax Law Services; The Firm offers direct and indirect tax advisory services to our diverse clients including companies, branches of foreign companies established in Kenya, NGOs, charitable trusts and individuals. These services include, but are not limited to, pre-business establishment tax advice in order to enable the client appreciate the tax implications to its business and the most tax efficient vehicle for carrying on business; general tax advice to individuals and corporate entities; advise on the most efficient remuneration structures for expatriate employees and top-executives including directors; processing stamp duty exemption in land transactions, where applicable; tax litigation before Local Committees, Tax Tribunals and Courts of Law; tax due diligence and reviews in mergers and acquisition transactions and share deals, including related tax implications and warrantees.
c). Energy, Mining and Petroleum; The Firm provides specialized legal services for energy industry companies, developers, government clients, and significant users of energy services etc.
d). Infrastructure and Public Private Partnerships; The Firm provides top legal and attendant services to clients within the Infrastructure and Public Private Partnerships Legal Service Market offering specialised services encompassing: project finance and liability analysis, taxation advisory, drafting legislation & interpretation, drafting Joint Venture Agreements and Service Level Agreements, Advisory on legislative or statutory powers and compliance issues, production sharing agreements, Litigation, mergers and Acquisitions etc.
e). Intellectual Property, Information & Communication Technology, Media and Entertainment Law; We represent and advise local and international clients on all aspects of copyright, trademarks, industrial designs, patents, utility models; including registrations, assignments, renewals, registered user and licence agreements among others. We offer our clientele nationwide reach in addition to the close working relationship with the national, regional and global intellectual property administrative bodies such as the Kenya Industrial Property Institute [KIPI], the Kenya Copyright Board, the African Regional Intellectual Property Organization [ARIPO] and the World Intellectual Property Organization [WIPO]. We also undertake media and entertainment law related transactions and advisory services.
f). Capital Markets; The Firm has capacity to advise on any type of capital markets offering transaction including Initial Public Offerings (IPOs), secondary and follow-on share offering, high yield debt and bridge financing, convertible debt offerings, equity-linked securities, private equity and mezzanine financing and asset backed securities.
(ii) JMK Law offers the following (but not limited to) Corporate and Company Secretarial Services;
a). General Corporate Law Services; which include incorporation of companies and trusts, registration of societies, registration of business names, registration and incorporation of Non-Governmental Organizations; registration and incorporation of Co-operative Societies; advising on the regulatory regime thereof; ensuring that the clients annual returns are filed on time, changes to the client’s constitutional documents are registered within the prescribed time limits, documentation affecting the client’s decisions are drafted accordingly and filed at the appropriate registries; various notices are issued as warranted by law ensuring that the clients are fully compliant.
b). Company Secretarial Retainer Services; which include custody and maintenance of the Register of Members, Directors and Secretaries, Minute Book and other statutory documents; maintenance of statutory records of the Company; the use of our office as the Registered Office of the Company and the place where the statutory books are kept; Seal custody; Guidance to the Board of Directors on technical applications as per the Companies Act (2015) and the Memorandum and Articles of Association; and Bank Board resolutions/bank account opening/borrowing.
c). Board Meetings & Shareholders Meetings; which include Shareholder Meetings: Convening and attending Annual General Meetings/preparation of paper resolutions constituting Annual General Meetings (where applicable); Convening, attending and taking minutes of Board Meetings to record Board resolutions; Maintaining the minute book with all the minutes of the Board and shareholders, circular resolutions and extract resolutions; and Advising the Board on corporate Governance and procedural requirements in governance of Limited Liability Companies.
d). Non- routine Secretarial Services; which include Attending to changes in capital and directorship whenever required by drafting the relevant notifications and resolutions and filing them with the Registrar of Companies; Share capital variations including capital and structural reorganizations, and stamp duty, planning, share transfers and allotments among other services; Nominee services; Acting as Secretaries to project Committees, Trusts and provident Funds; Preparation of Financier and Investor Guidance Reports and Other Corporate Reports; Dividends Management and administration services; Attending to changes in the Company structure Company dissolution/ de-registration; Company Liquidation and winding up; Provision of legal support on maintenance of statutory internal control standards; Rights issue and bonus issue; Corporate Training; and Attending to procuring of company searches.
Under this practice the Firm has handled various transactions which include:
- The transfer of the business of a top cosmetics retailer the subject value of Kshs. 1,000,000,000.
- The transfer of the business of a top Kenyan based manufacture of hair products and cosmetics of the subject value of Kshs. 100,000,000.
- The Firm is currently advising on the acquisitions of a 40% stake in a top retailer by a foreign company a transaction of a subject value of Kshs. 1,200,000,000.
- The Firm registers and manages IP products for various products of international clients in various industries.
- The Firm has advised a Netherlands based Lender in setting up of security agent to enable the structuring of its lending.
- The Firm has advised various international based organizations in setting up branches and subsidiaries in Kenya.
- The Firm is currently advising and acting for a top retailer in a mezzanine financing transaction the subject value of Kshs. 1000,000,000 which involves a 35% equity acquisition by an international investor.
- The Firm renders various corporate and commercial services to and on behalf of a company whose portfolio of clients includes prolific international companies that have successfully set up shop in East Africa.