A price has been agreed for an apartment in Kilimani or a plot on the edge of Nairobi, and the seller is asking when the buyer can sign. Before money changes hands, it helps to understand the sequence that carries a transaction from offer to a title registered in the buyer’s name. Conveyancing is that sequence, and much of the risk in a property purchase sits in the steps that buyers are tempted to shorten.
What conveyancing covers
Conveyancing is the legal process by which ownership of land or buildings passes from a seller to a buyer. In Kenya it is governed principally by the Land Act, 2012 and the Land Registration Act, 2012, together with the Stamp Duty Act, the Land Control Act where agricultural land is involved, and the tax and rates requirements that attach to the transaction.
The process has five broad stages: the agreement, due diligence, the transfer and consents, stamping and registration, and completion. The stages overlap in practice, but the order matters. A buyer who pays before the searches are complete, or who lodges a transfer before stamping, is taking a risk that the sequence is designed to remove.
Stage one: the agreement and the deposit
The sale agreement records the parties, the property, the price, the deposit, the payment schedule, the completion date and the conditions on which completion depends. It should identify the title number, state what is included in the sale, and deal with what happens if a search reveals a problem or a consent is refused. A deposit paid before the agreement is signed and before basic checks are done is exposed.
Read the agreement before signing, including the completion conditions and the default provisions. Where the buyer is paying from outside Kenya, the agreement should also address the mechanics of payment, the exchange rate risk and who bears bank charges. The parties may prepare their own documents, but a loosely drafted agreement is a common source of later disputes.
Stage two: due diligence before money moves
Due diligence establishes that the seller can sell, that the title is as described, and that the land can be used for what the buyer intends. The core step is an official search at the lands registry for the county where the land is situated, obtained as a certified copy and read entry by entry. The search should be repeated before completion and again before the transfer is lodged.
The checks extend beyond the title. Confirm the seller’s identity and, where the seller is a company, obtain a current CR12, the board resolution and the constitution. Obtain rates and land rent clearance certificates, and establish who pays any arrears. Confirm whether Land Control Board consent is needed, whether spousal consent applies, and whether the property is let or occupied. Where the buyer is borrowing, the lender will run its own checks and require a charge over the property.
Stage three: the transfer, consents and execution
The transfer instrument is prepared once the parties are satisfied with due diligence. It identifies the land, the parties and the interest being transferred, and it must be executed in the manner the law requires, with the signatures attested. Where a company is a party, the signatory should sign in the capacity recorded in the resolution, and the company name should match the title exactly. Where an attorney acts under a power of attorney, the power should be produced and checked.
Consents are obtained in parallel. Land Control Board consent is required for controlled dealings in agricultural land, and the parties ordinarily attend the board’s hearing. A lease may require the lessor’s consent to assignment, and a matrimonial home may require spousal consent. Where the land is charged, the lender’s discharge or release is needed at completion. Each consent has its own application and timetable, and the completion date should be set with them in mind.
Stage four: stamping and registration
The executed transfer is presented for stamp duty assessment, the duty is paid, and the instrument is stamped. The duty is assessed on the instrument and its value, and the rate depends on the instrument and the property. The Kenya Revenue Authority publishes the current process and the payment channels, and the assessment and payment should be completed before the transfer is lodged.
Registration follows at the lands registry. The stamped instrument, the consents and the supporting documents are lodged, and the registrar registers the transfer and issues or updates the title. The buyer should obtain a copy of the registered instrument and a fresh official search showing the buyer as proprietor. Registration is the point at which the buyer’s title is recorded, and completion should not be treated as finished before it is confirmed.
Stage five: completion and handover
Completion is the exchange of the balance of the price for the documents and possession. It should be documented: a completion statement showing what has been paid, the documents released, the keys and access devices handed over, and the utility accounts transferred. Where the property is let, the rent and tenancy records should be handed over and the tenants informed.
After completion, keep the full file: the agreement, the searches, the consents, the stamped transfer, the registered title, the completion statement and the payment records. A buyer who later sells, charges or leases the property will need them, and a missing document is easier to replace at the time than years later.
What causes delay
| Stage | Key documents | Common cause of delay |
|---|---|---|
| Agreement | Sale agreement, deposit receipt, identity and PIN details | Terms left vague, especially completion conditions |
| Due diligence | Official search, CR12, rates and rent clearances, consents | Searches revealing a charge, caveat or arrears |
| Transfer and consents | Transfer instrument, board or spousal consent, discharge | Board sittings, lender discharge and signatory authority |
| Stamping and registration | Assessment, payment evidence, stamped instrument | Assessment queries and registry processing |
| Completion | Completion statement, keys, utility records | Funds arriving late or documents not ready for exchange |
A straightforward cash purchase with clean documents and no consents usually moves faster than one that needs a board hearing, a lender discharge or a subdivision. A realistic completion date, with room for the registry and for consents, is safer than a short date that encourages shortcuts.
Primary sources
- Land Registration Act, 2012, Kenya Law.
- Land Act, 2012, Kenya Law.
- Stamp Duty Act, Kenya Law.
- Land Control Act (Cap 302), Kenya Law.
- State Department for Lands and Physical Planning: land registries, for the registry serving the county where the land is situated.
- Kenya Revenue Authority, for stamp duty and tax guidance.
This article is general information, not legal advice.
