All templatesSHARE TRANSFER AGREEMENT
THIS AGREEMENT is made on 1 October 2026.
BETWEEN:
(1) JOSEPH MWANGI NJOROGE (the Transferor); and
(2) SAVANNA VENTURES LIMITED (the Transferee).
RECITALS
(A) The Transferor is the holder of the shares described in this Agreement, being 2,500 ordinary shares of KES 1,000 each in Lakeview Dairies Limited.
(B) The Transferor has agreed to sell and the Transferee to buy those shares on the terms of this Agreement, which provides for a transfer of existing shares.
IT IS AGREED as follows:
1. Definitions
1.1 In this Agreement, unless the context otherwise requires:
"Business Day" means a day other than a Saturday, a Sunday or a public holiday in Kenya;
"Company" means Lakeview Dairies Limited;
"Completion" means completion of the sale of the Sale Shares under clause 5;
"Consideration" means the sum of KES 7,500,000 payable by the Transferee to the Transferor for the Sale Shares;
"Encumbrance" means a charge, lien, option or other third-party right;
"Sale Shares" means 2,500 ordinary shares of KES 1,000 each in Lakeview Dairies Limited.
1.2 A reference to a clause is a reference to a clause of this Agreement, and the singular includes the plural and the masculine includes the feminine and the neuter.
2. Sale and Purchase
2.1 The Transferor sells and the Transferee buys the Sale Shares, free from every Encumbrance and with all rights attaching to them at Completion.
2.2 The Sale Shares are 2,500 ordinary shares of KES 1,000 each in Lakeview Dairies Limited, and the Transferor is the holder of those shares.
3. Consideration
3.1 The Consideration for the sale of the Sale Shares is KES 7,500,000.
3.2 The Transferee shall pay the Consideration to the Transferor in cleared funds at Completion.
4. Pre-emption and Conditions
4.1 The Transferor confirms that every right of pre-emption over the Sale Shares under the articles of association of the Company or under any agreement has been waived in writing.
4.2 The Transferor shall deliver the written waivers of pre-emption to the Transferee at Completion.
4.3 No other condition is attached to the sale and purchase of the Sale Shares under this Agreement.
5. Completion
5.1 Completion takes place on the date of this Agreement.
5.2 At Completion the Transferor shall deliver to the Transferee a signed share transfer form for the Sale Shares and the share certificate for them, and the Transferee shall pay the Consideration to the Transferor.
5.3 The Transferee shall pay the stamp duty on the transfer of the Sale Shares and shall have the transfer form stamped.
5.4 The parties shall then procure that the Company:
(a) registers the transfer and enters the Transferee in its register of members as soon as practicable and in any case within two months after the stamped transfer is lodged with it;
(b) issues a share certificate to the Transferee; and
Business and deals
Share sale or subscription agreement template (Kenya)
Also called: Share Transfer / Subscription Agreement
What it is for
Selling shares in a company, or issuing new ones to an investor.
The Kenyan law it follows
- Companies Act 2015 (Cap. 486) — transfer: s.497 (a transfer is registered only on a proper document of transfer), s.498 (company registers or refuses within two months); allotment: ss.327 and 329 (directors allot only with authority), s.333 (return of allotment within one month), s.338 (existing shareholders' right of pre-emption), s.496 (certificates within two months)
- Stamp Duty Act Cap 480
Who prepares it
You can prepare this yourself. It is still wise to have an advocate read it before you sign, especially where a lot of money or a long commitment is involved.
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Sample share sale or subscription agreement
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