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By Stella Wambui, Associate at Grant Thornton

Previously, any transfer of property including land or shares from a company to its shareholders attracted stamp duty, even where the transaction was part of an internal group restructuring. This created an unintended tax burden on non-commercial restructures, limiting the flexibility of companies to reorganize their group structures or implement succession plans efficiently.

The Change

The Finance Act 2025 has amended Section 117 of the Stamp Duty Act, exempting from duty the transfer of property by a company to its shareholders as part of an internal reorganization, effective 1 July 2025.

For the exemption to apply:

  • The property must be transferred in proportion to each shareholder’s ownership in the company; and
  • Where the property consists of shares, the shares must be in a subsidiary of the transferring company.


The Impact

This amendment removes a key cost barrier for group restructures, making it easier for companies to realign ownership structures, separate business units, or facilitate internal transitions. It aligns Kenya’s legal framework with global tax practices by distinguishing non-commercial restructures from regular asset transfers.

For businesses, this means lower transaction costs, more flexibility in corporate structuring, and better support for long-term strategic planning.