Quick answer: A will is only one part of succession planning. Shares, the company’s articles and agreements, probate, directorship, bank mandates and business continuity all need separate review.
Separate four questions families often combine
Who owns the shares? Who manages day-to-day operations? Who can bind the company? What happens to the owner’s personal estate? These questions are governed by different documents and processes. Draw an ownership and authority map before proposing names or percentages.
Check company documents and records
Review the articles, shareholder agreement, share register, beneficial-ownership filings, director appointments, bank mandates, key-person contracts, licences, guarantees and any existing buy-sell or succession clauses. Confirm that BRS records match the company’s actual position and correct inconsistencies lawfully.
Create a management transition plan
List critical customer, supplier, finance, staff and regulatory relationships held by the current owner. Identify a successor or interim manager, training needs, delegated limits, reporting and emergency access. Document how decisions will be made if the owner is suddenly unavailable.
Coordinate shares, wills and family arrangements
A company share transfer may be restricted by the articles or agreement and can involve approvals, stamping, tax and registry records. A will or grant of representation may govern personal shares, but does not by itself appoint directors or give a beneficiary authority to run the company. Coordinate the succession plan with a qualified tax adviser and any estate-planning advice.
Address fairness and disagreement early
Explain the intended role of active and non-active family members, valuation approach, dividends, liquidity, employment expectations and dispute process. Consider a family meeting facilitated by an independent person. Put agreed changes into proper company documents and obtain each required approval.
Review at life and business milestones
Revisit the plan after marriage, birth, a new shareholder, expansion, borrowing, a major asset purchase, relocation or change in health. Keep a dated copy of the current plan and ensure trusted decision-makers know where core documents are stored.
Questions people ask
Does a will automatically transfer a family company?
A will is only one part of succession planning. Shares, the company’s articles and agreements, probate, directorship, bank mandates and business continuity all need separate review.
Can the next generation run the business before inheriting shares?
Management authority and share ownership are different. A lawful board appointment, delegation, training plan and controls can support continuity without prematurely changing ownership.
What if family members disagree about succession?
Use the company’s governing documents, a facilitated family or shareholder discussion, and independent legal and tax advice. Avoid informal promises that conflict with registers, mandates or a valid will.
Official sources and scope
For the current rule and any forms or rates, check the official sources: Companies Act 2015 · Law of Succession Act · BRS company registry · Kenya Revenue Authority. This guide is general information, not advice on a particular transaction or dispute. Laws, regulations and administrative requirements can change; check the position that applies to your facts before acting.
Related guidance
CS Advocates LLP governance advisory practice. Related reading: Estate planning for business owners · Shareholding and director duties · Making a will in Kenya.
This is general information, not legal advice on a particular matter, and does not create an advocate-client relationship. For advice on your specific situation, contact CS Advocates LLP for a confidential, conflict-checked consultation.