Hand over
Most SPAs include a transition period and an earn-out tied to your continued involvement. Plan the handover so you protect your payout and the business you built.
What this step covers
- Knowledge transfer: customers, suppliers, key staff, and operating know-how.
- Earn-out management: clear metrics, governance rights, and dispute mechanics.
- Personal next chapter: tax structuring on proceeds, wealth plan, and what's next.
The detail
The handover plan — protect your earn-out and your reputation
- Customer transition: personal introductions to the top 20 customers in the first 60 days.
- Supplier transition: confirm credit terms, renegotiate where needed.
- Staff transition: clear messaging, retention bonuses for key people.
- Knowledge transfer: documented playbooks, weekly handover sessions.
- Systems transition: bank signatories, KRA, NSSF, SHIF, county permit.
- IP & contracts: assign or novate everything to the new owner formally.
Post-close personal planning
- Capital gains tax filing & payment (15% of gain, due 9 months after transaction).
- Personal investment plan for proceeds — diversify, don't reinvest everything in one place.
- Family / estate planning if the proceeds materially change your wealth profile.
- Non-compete: respect it precisely, or risk clawback of consideration.
- Your next chapter — most founders need 6–12 months before deciding what comes next.
Most disputes after closing concern earn-out metrics. Lock in the calculation methodology, accounting policies, and dispute mechanism in the SPA — not in goodwill conversations later.
Frequently asked
How long should I stay on after the sale?+
Typically 3–12 months. Long enough for genuine handover, short enough that you don't become an awkward back-seat driver.
What if the new owner damages the business during the earn-out?+
Build protective covenants into the SPA — minimum marketing spend, no material change to product / pricing, governance rights on big decisions. Without them, your earn-out is unprotected.
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.
