user – Wambugu Muriuki Advocates

We offer the following services:

General advice to individuals and companies tax laws in Kenya.
Advice on tax issues arising from employee remuneration, including share options, pension schemes and National Social Security Fund contributions
Individual and corporate tax planning. This includes creation and operation of trusts and foundations, making of gifts, business and investment structures and domicile, and estate planning
Advice and representation on Local and Foreign Direct Investment as well as Portfolio Investment in Kenya. In this regard we advise on the legal requirements and the tax and other incentives availed to investors.
Where taxpayers are the subject of investigation or prosecution, whether by the Kenya Revenue Authority or any other taxing authority, we are available to offer specialist support and representation in court. This advisory work sometimes ends up in litigation but more often to negotiated settlements.

In pursuit of providing the highest quality legal services to our clients and achieve client satisfaction, the Firm guarantees that no legal fees shall be payable by our clients where, despite our clients reporting their complaint to us, the quality of our services are found to be wanting by our clients and fall below what is reasonably expected of a competent lawyer or firm of lawyers. The Firm, by means of its client-friendly complaints system, assigns a person to each matter, whom our clients can contact if they have a problem.

These include:

Maintenance of company statutory records
Preparing and filing annual statutory returns
Preparing and filing amendments to companies’ Memoranda and Articles of Association
Convening and attending statutory company meetings
Preparation of routine resolutions and provision of advice in compliance with statutory requirements
Incorporation of foreign companies and branches of foreign companies.
De-registration and dissolution of companies
Maintaining share registers and handling of all correspondence with shareholders
Nominee directorship and shareholding services
Attending meetings and taking minutes and ensuring compliance with Memorandum and Articles of Association of companies

All aspects of company law, corporate finance and company management issues i.e. company administration, organisation of a business, insolvency, sale of shares and business, mergers, acquisitions, takeovers and joint ventures, public companies issues and tax compliance and regulation.

We incorporate trusts (equitable/charitable) for clients for purposes of protecting their assets.
We prepare other legal and commercial documents such as deed polls for change of name, powers of attorney, affidavits and statutory declarations, wills and codicils, sale and transfers of motor vehicles, confidentiality agreements, teaming agreements, dispute resolution and settlement agreements, technology licensing agreements, joint venture and profit sharing agreements, partnership agreements, computer and internet agreements, agency and distribution agreements, supply of goods and services contracts, franchising contracts, leasing and hiring contracts, consumer credit agreements, outsourcing contracts and other commercial contracts which our clients require from time to time.
We certify documents and witness signatures.

We represent clients in corporate law matters and advise on a variety of issues including:

Company incorporation and registration of other business entities e.g. partnerships. In this regard the firm has registered numerous companies and other business entities.
Capital restructuring and reorganizations
Debt and equity financing, where we offer guidance on the laws to be complied with on the issue of listed or unlisted debt and equity securities
Drafting and registering financial instruments for the raising of debt finance
Advice on liability of shareholders, board members and company officers
Winding up of companies

Arbitration

We have vast experience in dealing with arbitration applications to the High Court under the Arbitration Act 1995, Laws of Kenya. Such applications cover the appointment of Arbitrators, removal of Arbitrators on grounds of bias; stay of proceedings, jurisdiction of Arbitrators and objections on points of law.

Advertising and Marketing

We have particular expertise in advising clients to ensure their advertising campaigns and promotional activity fall within the boundaries of legislation and the regulatory codes. In terms of advertising and promotional support, we provide the following legal services to both advertisers and their agencies:-

Brand protection advice
Promotion terms and conditions
Advertising agency agreements

Commercial Agreements

We offer advice and services on a full range of commercial agreements across a number of industries. Our team’s approach is to ensure each agreement meets the clients’ needs and goals. We have vast experience in dealing with:-

Joint Ventures Agreements
Sale of Goods and Supply of Services Agreements
Equipment Hire and Leasing Agreements
Standard Terms of Business Agreements
Outsourcing Agreements
Management Agreements
Procurement Agreements
Advertising Agreements
Consultancy Agreements
Product Development Agreements
Project Management Agreements
Licensing & Distribution Agreements
Marketing & Sponsoring Agreements
Franchising Agreements

Litigation

Our Litigation team combines legal expertise with a commitment to finding quick creative and cost effective solutions for our clients. We act for a wide range of business and public sector bodies from all over the world.

We help them resolve disputes which are worth millions of dollars or are highly complex or where their commercial livelihood is at stake. We have the legal skills to cover disputes in all courts and International Tribunals The team also helps a wide range of clients in the Insurance and Financial sector resolve all types of disputes.

During the course of a matter, our clients will receive regular updates and guidelines (either on telephone or in writing) and/or progress reports on their matters including any changes in the law that affect them and any escalating costs of their matters. In this regard, our clients are at liberty to set an upper limit of the costs which may be reached by the Firm without further authority. We also use superior and up to-date legal documents that meet our clients’ diverse legal and commercial needs in their matters.

The Firm’s legal services are personalized with a Case Manager assigned to each client to deal with their matter and can be contacted by our clients on a 24 hour basis. The Firm’s staff is friendly and easily approachable and is at our clients’ service at all times.

On completion of a matter, the firm shall report the outcome to our client and explain any further action (if any) and account for any outstanding money which shall promptly be refunded to our client in full.

Corporate Law Advisory Services

We provide advice to public and private companies both local and international through our Commercial Department.

These range from the incorporation (formation) of public and private companies local and foreign, both, general trade and business matters to dissolution (winding up) of the companies, mortgage brokerage with mortgage providers and best interest rates for the mortgages product.

We also advice our clients on the transfer of mortgages, leases, properties and businesses.

Cross-Border Practice

Wambugu & Muriuki Advocates have had the benefit of handling legal matters across the East and Central African borders.

We have handled matters especially for our corporate clients in Tanzania, Uganda and Rwanda.

We also have associate law firms across the borders with whom we network.

Equity Markets

We provide advice to a strong client base of listed companies as well as Investment Banks, Stock brokers and nominated advisors in the field of Equity Markets.

We also undertake mobilization of shares in the Nairobi Securities Exchange for our Individual and Corporate clients through reputable Stock Brokers and Investment Banks.

Employment

We advise clients on human resource strategy, planning, management and organizational restructuring, trade union claims and employee relations.

We also prosecute and defend employment claims in all Tribunals and Courts.

Environmental Law

We advise our corporate clients on the social, political and economic impacts of environmental issues at both National and International levels.

We have also successfully represented our Kenya based clients who have attained the Legal requirements set up by the National Environmental and Management Agency of Kenya in environmental disputes.

Mergers & Acquisitions

Wambugu & Muriuki Advocates advises Kenyan companies, overseas corporations and multinationals on contractual relations regarding mergers and acquisitions of businesses and companies. Our expertise and experience ranges from large and complex, domestic and cross-border transactions, including public and private company takeovers, acquisitions and disposal.

Insurance Law

We have substantial experience in Insurance Law. Our Litigation team represents Insurance Companies in Litigation cases such as Industrial Accidents, Road Traffic Accidents, Risk Transfer, Underwriter Liability, Declaratory Suits and Subrogation Claims.

We handle claims for private, public and non-governmental organizations.

Our team ensures that rightful claims are settled amicably within the shortest time and at the right cost. Over the years, we have handled a wide array of claims for our clients ranging from minor injuries to multi-million dollar cases all over the East African Region.

We also pursue and prosecute personal accident, Industrial and other claims for our individual clients.

Intellectual Property

The need to have undisputed rights over intellectual property cannot be over emphasized especially when one appreciates the central position intellectual property occupies in modern commerce.

We understand the value that is attributed to a company’s brands or patents or other intellectual property.

The services we offer in this field include:

Consultancy on property rights including patents, trademarks and copyrights, especially with regard to their selection, creation, and enforcement against infringement or interference
Prompt searches at the Kenya Industrial Property Institute on trademarks, trade names
Registration of intellectual property rights
Advisory services on Intellectual Property licenses or assignments for the maximum exploitation of rights in commercial transactions
We offer services to our clients on matters relating to Trademarks, Copyrights, Patents, Designs, Domain Names and other Intellectual Property Rights.
Intellectual Property litigation
Media and entertainment, merchandising and sponsorship and telecommunications
We advise on forms of copyright agreement for protection (both national and international) of copyright assets against counterfeits, infringement and unjust enrichment by third parties in sectors such as entertainment, media, broadcasting, manufacturing, publishing, advertising and merchandising, sport, public sector services, financial services.
We assist clients protect their patents by drafting and filing patent applications on their behalf to secure patent rights both nationally and internationally.
We also advise on patent portfolio management by helping clients enforce their rights against third parties and vigorously defend, where necessary, their said rights against third party patent assertions.
We also assist clients register their trademarks, designs, service marks, domain names, logos, abbreviations and names.

This entails:

Providing transactional and advisory services on banking products such as real estate finance, acquisition finance, asset finance, syndicated and bilateral lending, leveraged finance, project finance, securitization and bank loans.
Offering debt collection services to Banks and Micro Finance institutions with a dedicated team that is actively involved on day to day.
Advising Clients on existing and prospective legislation affecting banks and financial institutions including Capital Markets Authority regulations and Central Bank of Kenya practice, capital adequacy rules, tax compliance and regulation, facility documentation, debentures, security on land, security over assets other than land, security over intellectual property, guarantees and indemnities, liens, pledges, retention of title clauses in contracts for the sale of goods, set-off, debt instruments, subordination and priorities, assignment and participation of loans, rescheduling and standstills, derivatives, equipment leasing and ship finance;
Advising Clients on capital markets i.e. securities, bonds, equities, shares, derivatives, commodities, futures and options, foreign exchange, investor finance, financial market regulation, conflict of law rules applicable to shares and bonds, private equity transactions, offshore mutual funds and anti-money laundering enforcement, tax compliance and regulation.

In this area, our firm has established itself as a leader in assisting Clients with unique solutions in pursuit of, retention and completion of business procured through various bidding processes.

We have qualified legal and procurement expertise to address our clients’ needs in the following areas:

Public Procurement

We provide advisory and consultancy services on public procurement tenders by the national government or county governments. This includes preparation and submission of tenders, addressing any arising issues including clarifications and ensuring avoidance of breach in the bidding process.

We have dealt with public procurement issues arising from either government financed or internationally financed (WB, EIB, AFD, AfDB, BADEA), donor funded (Global Fund and WHO) procurements on a wide range of projects including infrastructure (roads, aviation (airports terminal, runways and related infrastructure, sewerage and water pipelines, pharmaceutical and non-pharmaceutical equipment, complex ICT solutions among other.

Purchase and Supply:

This includes advice on routine procurement decisions that an entity has to make with regard to purchases and supply. Through our experienced personnel, we provide advise on sound sourcing mechanisms, disposal and outsourcing. We further provide support services in negotiations processes and also addressing dispute areas. As emphasized elsewhere in this Profile, we always ensure that we get to litigation as a last option.

Public Private Partnerships

This is an emerging and important area of our economy and indeed the continent. Having passed the Public Private Partnership Act in 2013, Kenya set itself on a path to allowing private investments in improvement of public facilities and services. Our firm has enthusiastically engaged clientele in following through the benefits of this Act by creatively and innovatively engaging both levels of government in initiation and implementation of important projects for the mutual benefit.

Contract Negotiation and Management

In negotiations, we strive to obtain the best deal for our Client in facilitating them to have best terms and conditions for project implementation. We also realize that getting the best deal does not necessarily mean our Client keeping it all, at all costs, but obtaining a position that will ensure a sustained commercial relationship between our client and the other party. To this end we have participated in numerous negotiations with impressive results for our clients.

Reviews and Related Litigation

Under the law, parties are allowed to file for review before the Public Procurement Administrative Review Board if they feel prejudiced out of public procurement process or after the award has been issued. We have immense experience in this area with our personnel having handled disputes of large amounts, with the biggest being a project of over USD 50 Million. We ensure proper research, preparation and meticulous presentation of the Client’s case to conclusion. In the event of appeal or review to the High Court as allowed by the law, we always ensure that the Client’s matter is handled and that the Client’s interests are well protected.

The firm provides creative legal advice to a broad range of clients in the property and construction sectors including developers, private financiers, lending institutions and private companies. We handle the whole range of property transactions and issues and our services include:

Negotiation and preparation of all documents relating to the acquisition, development, construction, financing and marketing of commercial, industrial and residential properties including office buildings, apartments, sectional properties, mixed-use developments, subdivisions, business parks e.t.c.
Real estate and Planning i.e. residential conveyancing, commercial property and development including innovative real estate financing methods such as mortgage loans, securitisation, joint ventures, limited partnerships, unit trusts, real estate investment trusts and other co-investment arrangements for real estate based transactions.
Negotiation and preparation of all leasing documentation for office buildings, trading centres, warehouses, e.t.c
Negotiation and preparation of all financing documentation e.g. debentures, charges, mortgages and guarantees on behalf of private and institutional lenders and borrowers for project and term financing.
Negotiation of arrangements between private and governmental bodies relating to land and infrastructure development.
Negotiation and preparation of Long-term term land leasing arrangements for both public and private sectors.
Advice and assistance on all aspects of Town Planning laws, including securing Council approvals for land transactions and advice on the permitted land use.
We also advise on the impact of environmental law (including NEMA regulations), construction law and planning law in Kenya. We also handle matters on land lord and tenant, licences, assignments, mortgages and encumbrances, liens and charges over property and other bank securities, tax compliance and regulation;
We also represent clients in legal disputes arising from property transactions.