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CASE STUDY · CORPORATE RESTRUCTURING
From Family Business to Structured Enterprise: Corporate Restructuring for a Kenyan Logistics Company
A Kenyan family logistics enterprise had outgrown its informal ownership and governance arrangements. Three family shareholders needed clearly documented rights, a professional director needed to be formally appointed, and the company’s statutory records needed to reflect the actual structure. FIRM completed the full restructure in 15 days.
Industry
Transport / Logistics
Service
Business Consulting + Restructuring
Timeline
15 Business Days
Location
Nairobi, Kenya
THE CLIENT
About the Client
The client is the founding family of a Kenyan logistics and transport business that had grown from a small fleet operation into a mid-sized enterprise with multiple vehicles, a depot facility, and a number of long-term contracts with commercial clients across Nairobi and the broader region.
The company had been incorporated for several years, but its internal governance had not evolved alongside the business. Shareholding among the three family members had been arranged informally, decision-making authority was unclear, and there were no shareholder agreements governing how the company would be managed, how disputes would be resolved, or how shares could be transferred.
THE CHALLENGE
The Situation
The founding family wanted to bring in a professional, non-family operations manager to run the business day to day while the founders moved into a strategic oversight role. To do this properly, the company needed a formal governance structure that clearly defined decision-making authority, protected each family member’s shareholding, and gave the incoming manager a defined executive role.
Without a shareholders agreement, the family members had no formal protection if a dispute arose over dividends, management decisions, or the future direction of the business. The company’s statutory records also did not accurately reflect the current director appointments or the intended share structure.
The restructure needed to address the shareholding documentation, the shareholders agreement, the director appointments, and the Registrar of Companies filings, all within a timeline that allowed the professional manager to be formally brought on board.
“The business had outgrown the way we had been running it. We needed a proper structure before we could bring in outside management.”
HOW FIRM SOLVED IT
The Approach
01
Shareholder Structure and Agreement
FIRM worked with the three family shareholders to map the intended shareholding arrangement, advised on the appropriate share classes and associated rights, and prepared a comprehensive shareholders agreement governing decision-making thresholds, dividend policy, share transfer restrictions, and dispute resolution. The statutory register of members was updated to reflect the agreed and properly documented structure.
02
Director Appointments and Governance Framework
FIRM prepared the necessary board resolutions and statutory forms to formalise director appointments, including the appointment of the professional operations manager to an executive director role with defined authority. FIRM also prepared a basic corporate governance framework setting out board meeting protocols, reserved matters requiring shareholder approval, and the process for recording company decisions.
03
Registrar of Companies Filings and Record Update
FIRM filed all required notifications with the Registrar of Companies to reflect the updated director appointments and share structure, and updated the company’s statutory registers to accurately record the new governance arrangements under the Companies Act 2015. All filings were confirmed as complete and the company’s BRS record was brought into alignment with the actual structure.
THE RESULTS
What the Restructure Delivered
15
Days to Restructured
Shareholders agreement, governance framework, director appointments, and all statutory filings completed within the 15-day engagement window.
✓
Shareholders Agreement in Place
A formal agreement governing decision-making authority, dividend rights, share transfer restrictions, and dispute resolution protecting all three family shareholders.
✓
Professional Governance Structure
Board composition, executive director role, and reserved matters formally documented and filed, ready to support the next phase of the business.
WHERE THEY ARE NOW
Outcome
With a formal structure in place, the founding family was able to appoint the professional operations manager and step back from day-to-day management with confidence that governance and decision-making authority were clearly defined and legally documented. The company’s statutory records now accurately reflect who runs the business and how it is owned.
FIRM manages the company’s ongoing annual compliance obligations and provides governance support as the business continues to expand its fleet and contract base across the region.
“The business had outgrown how we were running it. FIRM restructured everything properly and we now have a company that matches the size of what we have built.”
Founding Director, Kenyan Logistics Enterprise