Negotiate the SPA and close
The Share Purchase Agreement (SPA) translates the LOI + DD findings into binding obligations. Don't let your lawyer go to town on boilerplate — engage them with a clear deal summary.
Clauses that actually matter
- Purchase price mechanism — fixed vs locked-box vs completion accounts
- Warranties — what the seller promises is true about the business
- Indemnities — specific known risks the seller covers post-close (KRA assessments, ongoing litigation)
- Caps on warranty claims (usually 50–100% of price) and time limits (18–36 months)
- Restrictive covenants — non-compete (2–3 years, defined geography), non-solicit
- Conditions precedent — regulatory consents, third-party landlord consents, financing
- Completion mechanics — escrow, share transfer, board changes, bank signatory updates
Closing day checklist
- Funds in escrow / cleared into seller's account
- Signed SPA and Share Transfer forms
- Stamp duty paid (1% of consideration on share transfers)
- BRS update — new directors, shareholders, beneficial owners (within 14 days)
- Bank signatories updated
- KRA notification of change in ownership
- All-staff communication and customer notification plan
Lock down banking, IT access, key supplier contracts, and a 30-day all-hands rhythm. Don't make big changes in week one — listen, observe, then act in month two.
The information in this guide is provided for general guidance only and is subject to change. Fees, timelines, and regulatory requirements in Kenya are updated regularly. Before acting, please confirm details with the relevant authority (KRA, eCitizen, BRS, county government, or other regulator) or speak with a qualified MyBiashara advisor. MyBiashara is not liable for decisions made solely on the basis of this content.
