All templatesSHAREHOLDERS' AGREEMENT
THIS AGREEMENT is made on 1 October 2026
BETWEEN
(1) DAVID NJOROGE MWANGI (together with the other Shareholders, the Shareholders and each a Shareholder);
(2) SUSAN ATIENO ODHIAMBO (together with the other Shareholders, the Shareholders and each a Shareholder);
(3) AMINA YUSUF, resident in Dubai, UAE (together with the other Shareholders, the Shareholders and each a Shareholder);
(4) PAWA MOBILITY LIMITED, a company incorporated in Kenya under registration number PVT-MN7T2341 (the Company).
RECITALS
(A) The Shareholders hold all the issued shares in the Company.
(B) The Shareholders and the Company have agreed to regulate the affairs of the Company and their relationship as Shareholders on the terms of this Agreement.
IT IS AGREED as follows:
1. Definitions
In this Agreement, unless the context otherwise requires:
1.1 "Articles" means the articles of association of the Company.
1.2 "Board" means the board of directors of the Company.
1.3 "Business Day" means a day other than a Saturday, a Sunday or a public holiday in Kenya.
1.4 "Deed of Adherence" means a deed by which a person who acquires Shares agrees to be bound by this Agreement.
1.5 "Fair Value" means the value of Shares determined under the Valuation clause.
1.6 "Shares" means shares in the capital of the Company.
1.7 "Shareholders" means the persons named as such in this Agreement and anyone who signs a Deed of Adherence.
1.8 "Transfer Notice" means a notice given by a Shareholder to the Company under the Transfer of Shares clause stating the number of Shares that Shareholder wishes to transfer and the price at which that Shareholder wishes to transfer them.
2. The Company and its Share Capital
2.1 The issued share capital of the Company is KES 100,000 divided into 1,000 ordinary shares of KES 100 each, all fully paid.
2.2 The Shareholders hold the Shares set out in the table below:
Shareholder Shares Class Percentage
David Njoroge Mwangi 400 Ordinary 40%
Susan Atieno Odhiambo 300 Ordinary 30%
Amina Yusuf 300 Ordinary 30%
2.3 Each Shareholder shall exercise its votes and other rights in relation to the Company so as to give effect to this Agreement.
3. Board of Directors
3.1 The Board shall comprise three directors, one nominated by each Shareholder.
3.2 Save as provided in sub-clause 3.3, each Shareholder is entitled to nominate one director, and may remove and replace that director by written notice to the Company.
3.3 A quorum for a meeting of the Board is two directors, and that quorum must include the nominee of the majority shareholder.
3.4 The Board manages the business of the Company subject to this Agreement and the Articles.
4. Reserved Matters
4.1 The Company shall not do, and the Shareholders shall procure that it does not do, any of the following matters without the approval of Shareholders holding at least 75% of the Shares:
(a) borrowing above KES 5,000,000;
(b) the issue of new shares;
(c) the disposal of substantial assets;
(d) the amendment of the Articles.
5. Dividends
5.1 The Company shall distribute up to 50% of its after-tax profits annually, subject to solvency and working-capital requirements.
5.2 No dividend shall be declared or paid except out of profits available for distribution under the Companies Act, 2015.
6. Transfer of Shares
6.1 No Shareholder may transfer any Shares except in accordance with this clause. This clause gives the other Shareholders both a right of pre-emption and a right of first refusal over any Shares proposed to be transferred.
6.2 A Shareholder who wishes to transfer any Shares shall first give the Company a Transfer Notice stating the number of Shares to be transferred and the price sought. The Company shall offer those Shares to the other Shareholders in proportion to their existing holdings.
6.3 Each other Shareholder may accept the offer, in whole or in part, by written notice to the Company within 30 days of the offer being made. Shares not taken up under this clause may be transferred within a further 60 days to the proposed buyer at a price not lower than the price stated in the Transfer Notice.
6.4 A Shareholder who receives a bona fide offer from a third party for any of its Shares shall give the other Shareholders written notice of the terms of that offer. The other Shareholders may, within 30 days of that notice, elect to buy those Shares on the same terms, in proportion to their existing holdings, before any transfer to the third party may take place.
6.5 A transfer of Shares under this clause is effective only if the transferee has first signed a Deed of Adherence.
6.6 No person may be registered as the holder of Shares unless that person has first signed a Deed of Adherence.
7. Drag-Along and Tag-Along
7.1 If Shareholders holding a majority of the Shares accept a bona fide arm's-length offer from a third party for all the Shares in the Company, those Shareholders may by written notice require every other Shareholder to sell its Shares to that buyer at the same price per Share and on the same terms.
7.2 A sale under clause 7.1 is not subject to the pre-emption procedure or the right of first refusal in the Transfer of Shares clause, and each Shareholder shall execute the documents and give the warranties reasonably required to complete that sale.
7.3 No Shareholder, or group of Shareholders acting together, may transfer Shares that would give a third party a majority of the Shares unless the buyer has offered to buy the Shares of every other Shareholder at the same price per Share and on the same terms.
7.4 The offer referred to in clause 7.3 shall remain open for acceptance by each other Shareholder for 30 days from the date it is notified to them, and a Shareholder who accepts shall sell its Shares to the buyer on those terms.
8. Valuation
Business and deals
Shareholders' agreement template (Kenya)
Also called: Shareholders' Agreement
What it is for
How the owners of a company share control, profit and exits.
The Kenyan law it follows
- Companies Act 2015 (Cap. 486) — s.486 (distributions only out of profits available for the purpose)
- Competition Act 2010 — CAK merger notification
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 shareholders' agreement
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