B M Musau & Co., Advocates LLP > Nairobi, Kenya > Firm Profile

B M Musau & Co., Advocates LLP
Reinsurance Plaza, TAIFA ROAD
PO BOX 16903

The global economy has raised the stakes and made risks of doing business even higher. It is increasingly challenging to function with certainty. The firm offers a range of services that mitigate the risks by helping our clients meet their objectives efficiently and effectively.

Our mission is to add maximum value to our clients’ areas of interest by providing them with intelligence, expertise and excellence in legal representation.

Our market-leading lawyers and legal partners around the world create a network of innovative legal experts that are reachable a moment’s notice and willing to solve critical issues.

Commercial business services
We manage a wide range of corporate transactions or independent dealings including corporate commercial law, tax and finance. They are in charge of drafting and negotiating the necessary contracts. An example of a complex transaction is the sale of assets such as contracts, staff, systems, and premises.

The firm’s commercial lawyers also draw contracts for business operations such as the supply of goods and services, technology licensing and lease agreements.

The firm’s commercial lawyers have a deep understanding of business. A critical and peculiar feature of commercial law is the need to have a rich understanding of how individual businesses operate. The firm’s clients range from local businesses to multinational corporations and global financial institutions.

There are normally three stages for each job: diligence, where one discovers the client’s needs and inner dealings; drafting contracts; and negotiation, where the contract is redrafted and finalized to include the agreement reached by the parties,

In the early stages of transactions, much more time is spent in the negotiations – if the client is an international firm either the client will come to us or we may be required to go overseas.

The B M Musau & Company, Advocates LLP’ commercial lawyers may be handling as many as five large transactions simultaneously, along with any number of smaller contracts. A complex transaction may require a team of as many as 3 to 9 people working in different practice areas.

The hours are long – most days the firm’s commercial lawyers are in the office for more than ten hours and stay on call for emails late into the evening.

Although all-night stints and weekend working are not a regular part of the job, there will be periods when the commercial lawyers work through the night. One difficulty of the job is being unable to predict when they will be busy.

The firm’s commercial lawyers take interest because best element of the job is the variety of work. The subject matter is wide as commercial law typically takes you across the whole field of industries and sectors.

The firm clearly understands that legal departments in banks and companies are under pressure to minimize their costs and external expenditure on law firms. Businesses aim to conclude most commercial work through B M Musau & Company, Advocates LLP because we offer a satisfactory standard at a reasonable cost.

However, the financial crisis has also thrown up complex challenges where corporations and banks need law firms to help on tricky business separation jobs. Banks have required regulatory advice and companies have sold off assets.

The firm’s commercial law trainees still arrive thinking they will be photocopying or filing. Nothing of the sort – trainees are involved in research tasks such as looking into a particular question of law.

They are asked to help organize information from clients on large deals. With large transactions, lawyers work in multiple offices so there is invariably a role for trainees. They can get to see negotiations play out and help to draft whatever’s been agreed.

The firm’s range of commercial legal services include:

  1. Corporate and commercial law;
  2. Company secretarial services;
  3. Privatizations;
  4. Foreign investment in all major sectors in Kenya including power production, distribution, e;
  5. Entry permits and local approvals;
  6. Shares Sale Agreements;
  7. Shareholders Agreements;
  8. Joint ventures, acquisitions, mergers, take-overs and public issue of securities;
  9. Banking law and finance (bank standard forms, documentation, trade finance law, loan and equity debt schemes, including the law of banking and financial institutions, banks, internet banks, credit unions, etc.);
  10. Banking and financing security perfection;
  11. Tax (anti-avoidance and tax risk management);
  12. Tax planning;
  13. International tax planning;
  14. E-commerce tax implications;
  15. Anti-money laundering;
  16. Information security and cybercrime;
  17. Franchising;
  18. Capital markets including listing and de-listing of securities;
  19. Insolvency law and practice including receiverships and liquidations;
  20. Property law including conveyancing, leases and property development;
  21. Commercial and business law: e-commerce, contract and business law and practice (standard form contracts, warranties and representations), licensing, dissolution of businesses and the structure of business entities;
  22. Incorporation of companies as well as advising them on compliance with Kenya company law: companies limited by shares and companies limited by guarantee; companies with and without share capital;
  23. Compliance with Section 975(2) of the Companies Act, No. 17 of 2015 by companies incorporated outside Kenya upon establishment of operations or branches in Kenya;
  24. Taxation, trusts, retirement benefit schemes and provident funds; and
  25. Dairy and agriculture la

Areas of law used by the B M Musau & Company, Advocates LLP’ commercial lawyers:

  1. Contract law;
  2. Intellectual property law;
  3. Data protection law;
  4. Employment law;
  5. Corporate law;
  6. Banking law;
  7. Capital markets law;
  8. Anti-money laundering law, among others.

The firm’s commercial lawyers have a strong command of written English, confidence in speaking to clients and colleagues, good commercial awareness, the willingness to understand what makes individual businesses tick, and confidence when confronting something they have not done before.

Foreign company services
We assist foreign companies to set operations in Kenya under the Laws of Kenya and also act as the foreign company process agent providing as such agent the following services:

  1. Upon receipt of any legal process or notice addressed to the foreign company (or the firm but concerning the foreign company), the firm will on the foreign company’s behalf accept service of the process or notice and will as soon as practicable notify the foreign company by e-mail to the effect that the firm have accepted service of process or other notice on the foreign company’s behalf;
  2. The firm will confirm this to the foreign company by registered airmail letter (posted to the address shown in the service of process record sheet which the foreign company will have completed and is attached to and forms part of the appointment) enclosing the documents which the firm has received in connection with the service of such process or notice;
  3. The firm will advise the foreign company once each year of the foreign company’s obligation (if any) under the Kenya Companies Act firstly, to file returns of any alterations made in the foreign company’s Constitution, Board of Directors, Secretary or Registered Office and secondly, to file a copy of the foreign company’s Annual Accounts. The firm will do the returns on behalf of the foreign company client.

Corporate secretarial services
We offer corporate secretary services. The scope of the responsibility involves:

Annual General Meeting

  1. Preparing and dispatching by e-mail the notice of the AGM;
  2. Attending and taking minutes of the AGM;
  3. Circulating the minutes of the AGM to members by e-mail;
  4. Preparing and dispatching by e-mail the notice of any required Extraordinary General Meeting of the Company;
  5. Attending and taking minutes of the EGM; and
  6. Circulating the minutes of the EGM to members by e-mail.

Statutory obligations

  1. Preparing, drafting and obtaining signature of the annual return;
  2. Registering the annual return with the relevant Government agency;
  3. Registering the annual financial statements (audited annual accounts and balance sheets) with the relevant Government agency;
  4. Registering any changes of registered office, directors, members;
  5. Dealing with any other statutory obligations e.g. filing returns of allotments of shares, issue of debentures, charges, as they arise.

Statutory books

Preparing, writing up and updating all statutory books:

  1. The share certificate book;
  2. The minute book
  3. Receiving from the management and filing the minutes of the Board of directors (no requirement for the corporate secretary to attend Board meeting except on request and arrangement with the Board of Directors);
  4. Preparing and filing the minutes of the members of the Company i.e. minutes of AGM and minutes of any EGMs;
  5. Register of members
  6. Preparing, writing up and updating the register of members;
  7. The register of members also includes the register of directors, the register of debentures, charges and mortgages if any.

Company seal

  • Custody of common seal;
  • Attesting the affixation of the common seal;
  • This does not include reviewing the implications of the document from a legal perspective and it does not include advising on legal implications of the document;
  • Under the Companies Act, 2015 it is not necessary for a company to have a common (company) seal.

Intellectual property  services

The firm assists its clients to:

  1. Establish and protect intellectual capital;
  2. License inventions;
  3. Transfer proprietary technology;
  4. Draft licensing agreements;
  5. Negotiate settlements; and
  6. Conduct IP asset due diligence.

The firm’s IT lawyers represent the firm’s clients in the Courts and at the Kenya Industrial Property Institute.

The firm’s work portfolio in IT involves:

  1. Trademarks;
  2. Copyrights;
  3. Patents;
  4. Trade Secrets;
  5. Licenses; and
  6. Unfair Competition.

Dispute resolution services

This is our most versatile department which focuses on dispute resolution of all kinds whether commercial, civil, criminal, constitutional, real estate and property or employment, in and outside Court. The Department has dealt with complex litigation relating Constitutional, Commercial, Civil and Criminal disputes.

Our team in the department is highly experienced with adequate skills and knowledge. A pool of resources has been put up to ensure effective, efficient and timely service delivery to clients. The resources include established computer systems with internet connection throughout, and well established and interconnected email exchange for ease of communication among staff and clients.

The department is involved and has expertise in the following areas of practice:

  1. Corporate and commercial dispute resolution
  2. Contract dispute resolution;
  3. Insolvency Petitions or Liquidation and restructuring of companies;
  4. Bankruptcy;
  5. Tax dispute resolution;
  6. Public Law, Constitutional and Human Rights disputes;
  7. Administrative Law;
  8. Personal Accident disputes;
  9. Employment and labour law dispute resolution;
  10. Intellectual Property (Trademarks, Patents and Copyright infringement);
  11. Environment and Land disputes;
  12. Family Law Litigation (Divorce and Division of Matrimonial Property, Child Maintenance, Child Custody and Adoption);
  13. Insurance Claims;
  14. Bank-customer Disputes;
  15. Capital Market Disputes;
  16. Real Estate, Infrastructure and Construction Disputes;
  17. Alternative Dispute Resolution including Arbitration, Mediation;
  18. Criminal defenses and holding watching briefs for victims of crimes; and
  19. Product liability.

The department is committed to providing excellent and timely services to our clients regardless of their physical location (local, regional and international level). The department, through the firm, has partnered with other law firms and organizations to improve the quality and efficiency I service delivery to clients.

The firm’s dispute resolution services involve assistance with disputes and claims which may arise in the course of any commercial transaction or deal.

Such matters could arise between different companies, or between companies and individuals.

Issues which fall under dispute resolution range from contractual matters, banking transactions and fraud, to mergers and acquisitions, regulatory mechanisms or competition, corporate management and restructuring problems.

Often when people hear of dispute resolution, they think of lawyers taking claims to court or defending claims brought against their clients. However, due to the cost and damage to business relationships that occur during court battles, the firm often uses alternative dispute resolution mechanisms to resolve complicated matters.

Often, the firm’s dispute resolution staff will begin by preparing documentation or undertaking research on relevant laws and case histories or drafting preliminary motions before the court.  Eventually though, the dispute resolution mechanism will move on to more complex activities as you gain experience.

Dispute resolution is subject to frequent changes and developments over a period of time.

Here in Kenya, there are growing trends of the American style class action suits, protests against the escalating costs of court dispute resolution, third party funding and a noticeable growth in the number of solicitor advocates.

The firm’s dispute resolution staff have good communication and negotiation skills. The staff are not that much geared towards arguing cases but more to making cogent and reasoned cases in favor of our client’s interests.

The staff have a strong academic background and are flexible and creative when it comes to tackling new challenges.

The dispute resolution members of the firm have a keen sense of commercial awareness, a good command over legal and technical principles and the ability to present facts, law and strategies in a reasoned and persuasive manner.

General practice services
Our general service encompasses a broad range of practice areas by a lawyer in the firm.

It means that the lawyer does not limit their law practice or specialty to one particular area of law.

Instead, the lawyer will practice law in several areas such as those that are not specifically allocated to other service divisions within the law firm.

We have a pool of great lawyers who represent parties in all areas of the law practice including:

  1. Probate and Administration (Succession Proceedings);
  2. Personal client work;
  3. Personal tax;
  4. Family law;
  5. Family business planning and finance;
  6. Estate planning;
  7. Individual employment claims;
  8. Registration of NGOs under the Non-Governmental Co-ordination Act including advising NGOs on compliance with the laws of Kenya; and
  9. Wills, estates and probate

Real estate services
We advise buyers and sellers on real estate transactions of all kinds, whether they are structured as assets or share deals, individual or portfolio transactions, or joint ventures. Our clients include portfolio managers, project developers, investors, insurance companies and banks, while our area of expertise includes all relevant real estate law investment classes such as commercial, office, residential or specialty properties.

We advise leading national and international companies on real estate transactions in Kenya, and support our clients in dealing with regulatory compliance matters related to foreign investment. We are particularly knowledgeable in the area of insurance regulation, while our many years of experience enable us to advise our clients effectively during the buying and selling process and to place the emphasis right where it counts.

We offer advisory services during all phases of real estate financing, from due diligence and term sheet negotiation, through preparing and negotiating all types of financing documents, to active support in fulfilling requirements for disbursement, as well as any later syndication and restructuring. Our team has both extensive knowledge of the market, including focus areas such as office, retail, hotel, logistics and residential, and a thorough understanding of the individual needs of our clients. That mix results in constructive, practically oriented, efficient advisory services for all types of real estate financing. Our advisory services range from structuring financing transactions to drafting and negotiating financing agreements.

We advise project developers and investors during all phases of project development, from property analysis and construction to realization of a project. We view project development as a multidisciplinary task. Dividing a project into individual legal areas such as public and private building law, property-related commercial law, corporate law, tax law and the like often leads to frictional losses. Legal advisers frequently lack an overall view because they are too preoccupied with their own subject areas.

Instead of thinking in terms of subject areas, we concentrate on the categories and phases involved in your project. We are primarily project development lawyers; being extraordinarily well-qualified specialist lawyers is secondary. Successful project development requires rapid decisions and flat hierarchies. Our comprehensive, seamless advisory services covering every relevant subject area save you from having to coordinate lawyers from different firms.

Many real estate investments have had to be restructured over the past few years. We represented various sides in that process, but we primarily advise lenders when national or international real estate investors are forced to restructure their real estate investments or when banks have to develop exit strategies. In that regard, we offer advice on optimizing existing portfolios and the associated financing, refinancing, restructuring and impending insolvency. Our service also includes a review of collateral, along with advice on optimizing the underlying value of real property. We have extensive experience in the area of restructuring and refinancing real estate investments and are familiar with all aspects of any problems and their solutions.

We advise our clients on the full range of real estate funds, particularly funds that invest in domestic and foreign properties. Our team offers customized solutions for investments in a highly regulated sector that frequently requires unusual solutions. Our advisory services further extend to creating and structuring open-end and closed-end funds as well as specialty funds. We advise fund sponsors and their investors from the initial structuring, through the drafting and negotiation of fund-related agreements, to the preparation of offering prospectuses, as well as the procurement of authorization to sell to the public and other permits required under laws on investments. We have specialized in pooling our real estate team’s proficiency in regulatory matters and experience in real estate transactions so we can offer sound advice in both areas from a single source.

Real estate is one of the most attractive forms of investment. Trends in the capital market favor growth in returns, and the recent increase in the volume of transactions clearly shows the attractiveness of the Kenya real estate investment market as a safe haven in an environment marked by global uncertainty.

We advise our clients in the area of real estate private equity against the background of increasingly complex challenges along the entire value chain for real estate investments, from the primary choice of an investment and tax optimization, through financing and acquisition of real property, to an exit strategy. We offer holistic advice on all legal aspects involved in real estate investments, integrated cooperation with outstanding specialists from various subject areas, extensive experience in the sector and customized teams of any required size.

We advise local and international clients, such as closed-end or open-end real estate funds, REITs and other investors, in all areas of real estate tax law, a field in which we have extensive expertise. Our advisory services focus on complex issues of national and international structuring, ranging from the establishment of tax-efficient acquisition and financing structures, through the reduction of tax burdens during the holding period of the investment, to the development of innovative exit strategies to ensure tax-efficient repatriation of profits.

A good asset management strategy should always be oriented to increasing the value of real property. With our experience in long-term real estate management, we are able to support our clients in every conceivable area to ensure that they achieve this objective. The range of our advisory services includes finding new lessees for vacant properties and negotiating and entering into lease addenda, implementing rent increases and handling disputes related to repairs, renovations and structural changes. We also advise many retailers and companies as they enter into corresponding leases.

Our primary aim is to avoid legal disputes. That is why we attach great importance to providing legal advice as early as possible during a project, allowing us to develop strategies to avoid legal disputes, prepare legally ‘clean’ contracts and resolve any potential trouble spots from the outset.

If legal disputes cannot be avoided, we represent our clients in all legal matters at every level using the firm’s dispute resolution service department. Negotiating settlements (whether or not in court) with buyers, sellers, project developers, lessees and lessors is as much a part of our work as litigation before the regular courts and arbitration panels.

B M Musau & Company, Advocates LLP’ real estate focus areas include:

  1. Purchase and sale of property and portfolios;
  2. National and international real estate transactions;
  3. All aspects of commercial tenancy law, including corresponding dispute resolution;
  4. Ongoing advice on all day-to-day issues of real estate management, site development, leasing concepts, etc. for large managed properties or real estate managers;
  5. Advice for open-end and closed-end real estate funds;
  6. Advice on conventional project development and use and realization concepts;
  7. Specialty properties (industrial parks, recreational facilities, hotels, etc.);
  8. Structuring of real estate assets;
  9. Advice on all issues related to laws on building in conjunction with expert advisers;
  10. Real estate leasing, sale and leaseback, domestic and foreign real estate financing and project financing; and
  11. Advice on corporate, tax and public law issues related to real estate.
Benjamin MusauBenjamin.Musau@bmmusau.co.ke+254 724 096098
Evelyn KyaniaEvelyn.Kyania@bmmusau.co.ke+254 724 096098
Tillen OkothTillen.Okoth@bmmusau.co.ke+254 724 096098
Joshua KiiluJoshua.Kiilu@bmmusau.co.ke+254 724 096098
Susan MutindaSusan.Mutinda@bmmusau.co.ke+254 724 096098
Teresia MunywokiTeresia.Munywoki@bmmusau.co.ke+254 724 096098
Faith KyaloFaith.Kyalo@bmmusau.co.ke+254 724 096098
Teresia MatuTeresia.Matu@bmmusau.co.ke+254 724 096098
Adams MwaroAdams.Baya@bmmusau.co.ke+254 724 096098
Number of lawyers : 9
American Chamber of Commerce of Kenya
DIHK Delegation of German Industry and Commerce (German Business Association)
Association of European Lawyers (AEA)
International Bar Association
Law Society of Kenya
Institute of Certified Public Secretaries Of Kenya
Marketing Society of Kenya
International Commission of Jurists (Kenya)
Honor Society
February 2017
Other offices : Machakos