What is an Affidavit of Transfer of Shares in Kenya?
An Affidavit of Transfer of Shares in Kenya is a legal document sworn before a Commissioner for Oaths or Notary Public, confirming that a shareholder has voluntarily transferred their shares to another party. It serves as formal evidence that the transfer has taken place and that both parties are aware of and consent to the transaction.
In corporate practice, this affidavit is often required to support share transfer documentation filed with the Registrar of Companies or maintained in the company’s internal records. It provides an additional layer of legal certainty, especially where the transfer may later be questioned or audited.
The affidavit typically includes key details about the parties involved, the company, and the nature of the transaction, ensuring transparency and compliance with Kenyan corporate laws.
When is an Affidavit of Transfer of Shares Used?
An Affidavit of Transfer of Shares in Kenya is used in several scenarios involving the movement of ownership in a company. Common situations include:
1. Sale of Shares
Where shares are sold from one shareholder to another, the affidavit confirms that the seller has willingly transferred ownership in exchange for agreed consideration (usually money).
2. Gift of Shares
In cases where shares are transferred as a gift, the affidavit helps document that the transfer was voluntary and not influenced by coercion or fraud.
3. Forfeiture of Shares
If a company forfeits shares due to non-compliance (such as failure to pay calls), an affidavit may be used to confirm the circumstances surrounding the forfeiture and subsequent transfer.
4. Internal Company Restructuring
During corporate restructuring, shareholding may change among existing members. An affidavit helps validate such internal transfers.
Requirements for an Affidavit of Transfer of Shares in Kenya
To prepare a valid Affidavit of Transfer of Shares in Kenya, the following information is typically required:
1. Details of the Transferee and Transferor
- Full names
- National Identity Card or Passport number
- Postal and physical address
2. Company Details
- Name of the company
- Company registration number
3. Share Transfer Details
- Number and class of shares being transferred
- Date of the transfer
4. Consideration (if any)
- Indication of whether payment was made
- Amount paid (if applicable)
5. Declaration of Free Will
- A statement confirming that the transfer is voluntary
- Confirmation that there was no duress, fraud, or undue influence
6. Execution and Commissioning
- Signature of the deponent
- Swearing before a Commissioner for Oaths or Notary Public
In most cases, it is a same-day service, provided all the required information and documentation are readily available. The actual swearing process before a Commissioner for Oaths typically takes only a few minutes.