Structure.  Counsel.  Legacy.

When a property transaction collapses after completion, it is rarely the main clauses that caused the problem. In Kenya's conveyancing landscape, the hazards live in conditions, undisclosed encumbrances, and consent requirements that were never obtained.

The Land Registration Act 2012 and Land Act 2012 reformed Kenya's land law significantly. Yet title registration alone does not guarantee clean ownership. Overriding interests — customary rights, adverse possession claims, unpaid land rates — can survive registration and bind a purchaser who failed to investigate.

Takeaways: Always conduct a full registry search before exchange of contracts. Obtain Land Control Board consent early — it is a condition precedent, not a formality. A void transaction cannot be cured after the fact.

The foundational principle of company law — that a company is a legal person distinct from its shareholders — is among the most powerful protections in commerce. It is also among the most abused.

Kenyan courts have shown increasing willingness to pierce the corporate veil where directors have used corporate structure as an instrument of fraud or to evade obligations personally incurred. The Companies Act 2015 imposes personal liability for fraudulent trading under Section 599 — independently of equitable veil-piercing doctrine.

Takeaways: Corporate structure does not insulate against personal misconduct. Maintain proper governance even in closely-held companies. If insolvency is foreseeable, take immediate professional advice.