TRUST DEED

DATED 20……

BY

[INSERT]
(AS THE “TRUSTEE”)

DECLARATION OF TRUST OF SHARES HELD IN

[Insert name of company]
 TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION.............................................................1
2. DECLARATION OF TRUST.............................................................................3
3. APPOINTMENT AND REMOVAL OF TRUSTEE...................................................3
4. POWERS AND AUTHORITY OF THE TRUSTEE..................................................4
5. TRUSTEE’S COVENANTS..............................................................................5
6. POWER OF ATTORNEY................................................................................6
7. RESTRICTIONS...........................................................................................6
8. TRUSTEE’S REMUNERATION........................................................................6
9. LIABILITY OF THE TRUSTEE.........................................................................6
10. RECORDS OF CHARGES...............................................................................7
11. ACCOUNTABILITY.......................................................................................7
12. TERMINATION OF TRUST.............................................................................7
13. LAW.........................................................................................................7
14. VARIATION................................................................................................7
15. ARBITRATION............................................................................................8
16. NOTICES...................................................................................................8
ANNEX “A”...................................................................................................10
SHARE TRANSFER DEED...............................................................................10
ANNEX “B”...................................................................................................10
STATUTORY DECLARATION............................................................................11
ANNEX “C”....................................................................................................12
IRREVOCABLE SPECIFIC POWER OF ATTORNEY................................................12
THIS TRUST DEED (“this Deed”) is made by [INSERT NAME AND PARTICULARS
OF TRUSTEE] of Post Office Box number (hereinafter referred to as the “Trustee”
which expression shall, where the context so admits, include the Trustee’s successors and
permitted assigns) of the first part; and
WHEREAS:
(A) [INSERT NAME] (the “Company”) is a private limited liability company duly
registered in the Republic of Kenya under the Companies Act, 2015 with a share
capital of [INSERT];
(B) The Trustee is the registered proprietor of [INSERT] [ordinary/ preference/
redeemable] shares of Kenya Shillings [INSERT] each of and in the share
capital of the Company (the “Trust Shares”);
(C) The Trustee holds the Trust Shares in trust and for the benefit of the Beneficial
Owner;
(D) The Trustee now wishes to document the trust relationship and execute this deed
to lay out the terms on which he holds and will continue to hold the Trust Shares
in trust for and for the benefit of the Beneficial Owner.
NOW THIS DEED WITNESSES as follows:
1. DEFINITIONS AND INTERPRETATION

1.1. In this Deed and the schedules hereof unless the context otherwise requires the
following expressions shall have the following meanings:
(a) “Beneficial Owner” means [INSERT]
(b) “Commencement Date” means the date of this Trust Deed;
(c) “Deed” means this Trust Deed as amended from
time to time;
(d) “Distribution Proceeds” means dividends and any other
distributions be it in cash or in kind issued
by the Company on account of the Trust
Shares;
(e) “Trust Property” means the Trust Shares and all property
added thereto (including additional shares)
by way of a rights issue, acquisition, further
settlement, accumulation or otherwise
(including interest, dividends and income
on or provided by (1) the Shares; and (2)
such additional shares as may have been
acquired from time to time) and all property
from time to time held by the Trustee upon
the trust contained in this Deed; and
(f) “Trust Period” means the period when this Trust subsists.
1.2. Interpretation
(a) The headings of the Clauses in this Deed are for the purpose of
convenience and reference only and shall not be used in the interpretation

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 of nor modify nor amplify the terms of this Agreement nor any clause
hereof.
(b) Unless a contrary intention clearly appears:
(i) words importing any one gender include all genders; the singular
include the plural and vice versa; and natural persons include
created entities (corporate or unincorporated) and the state and
vice versa;
(ii) references to “Kenya Shillings” constitute a reference to the lawful
currency of Kenya from time to time;
(iii) any reference in this Deed to "date of execution hereof" shall be
read as meaning a reference to the date of the last signature of this
Deed; and
(iv) any reference to an enactment is to that enactment as at the date
of signature hereof and as amended or re-enacted from time to
time.
(c) If any provision in a definition is a substantive provision conferring rights
or imposing obligations on any party, notwithstanding that it is only in
the definition clause effect shall be given to it as if it were a substantive
provision in the body of the Deed.
(d) When any number of days is prescribed the same shall be reckoned
exclusively of the first and inclusively of the last day unless the last day
falls on a Saturday, Sunday or public holiday, in which case the last day
shall be the next succeeding day which is not a Saturday Sunday or public
holiday.
(e) Where figures are referred to in numerals and in words, if there is any
conflict between the two, the words shall prevail.
(f) Expressions defined in this Deed shall bear the same meanings in
schedules or annexures to this Deed which do not themselves contain
their own conflicting definitions.
(g) Where any term is defined within the context of any particular clause the
term so defined unless it is clear from the clause in question that the term
so defined has limited application to the relevant clause shall bear the
meaning ascribed to it for all purposes in terms of this Deed,
notwithstanding that that term has not been defined in this interpretation
clause.
(h) References to recitals clauses and schedules are references to recitals and
clauses of and schedules to this Deed;
(i) Where any stamp duty is payable upon the transfer of shares to any
person, such stamp duty shall be payable by the transferee.
2. DECLARATION OF TRUST

2.1. There is hereby a Trust declared by the Trustee on behalf of and for the benefit of
the Beneficial Owner over the Trust Shares.

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2.2. During the Trust Period and subject to the trusts, powers, restrictions, terms &
conditions hereinafter contained and to the restrictions by law from time to time
placed on the Trustee, the Trustee shall stand possessed of the Trust Property:
(a) Absolutely for the Beneficial Owner the shares subscribed from time to
time;
(b) Absolutely for the Beneficial Owner any funds received in relation to the
Trust Shares held in accordance with this Trust Deed or acquired
pursuant to clause 2.2(a) above whether as dividend or any other
distribution or the proceeds of sale of the shares;
2.3. Where the Beneficiary is adjudged insolvent before the expiry of the Trust Period,
the receiver or trustee in bankruptcy shall be entitled as regards shares fully paid
up for by the Beneficial Owner at the time of insolvency.
2.4. In the event of (i) winding up the Company; or (ii) expiry of the Trust Period, the
Trustee shall distribute the Trust Property in accordance Clause 12.1.
3. APPOINTMENT AND REMOVAL OF TRUSTEE

3.1. The Trustee is hereby appointed as the sole Trustee to hold the Trust Property on
the terms of this Trust Deed for the duration of the Trust Period.
3.2. The Trustee declares that with effect from the Commencement Date, it holds the
Trust Property and any outgoings and interests resulting therefrom or relating
thereto in trust for the Beneficial Owner and agrees to transfer pay and deal with
the Trust Property in such manner as the Beneficial Owner shall from time to
time direct.
3.3. The power of appointing a new Trustee shall be vested in the Beneficial Owner.
3.4. The appointment of the Trustee shall terminate upon the happening of the
following:
(a) termination in writing by the Beneficial Owner; or
(b) Bankruptcy/Insolvency of the Beneficial Owner; or
(c) Bankruptcy/Insolvency of the Trustee.
4. POWERS AND AUTHORITY OF THE TRUSTEE

4.1. Subject to the Beneficial Owner’s direction, the Trustee shall have the following
powers exercisable by it at any time from time to time during the Trust Period:
(a) Power, control and authority over the Trust Property and over the
business and affairs of the Trust to the same extent as if the Trustee were
the sole owner of the Trust Property in its own right and to do all such
acts and things as in its sole discretion and judgment are necessary or
incidental thereto or desirable for the carrying out the purpose of the
Trust.
(b) Power to collect, sue for and receive all sums of money due to or becoming
due on account of the Trust Property and subject to the Beneficial
Owner’s direction, to engage in, prosecute, defend, compromise, abandon
any actions, suits, proceedings, disputes, claims, demands or other
litigation relating to the Trust Property;

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 (c) Unless otherwise provided by law the Trustee may grant or delegate to
persons such authority as the Trustee in its sole discretion may deem
necessary or desirable for the management or administration of the Trust.
The Trustee may enter into a contract with such person relating to his
authority, term of appointment, compensation and any other matters
deemed desirable by the Trustee;
(d) Power to enter into any agreement or contract with any third party for the
purpose of preserving or improving the Trust Property in a manner
approved by the Beneficial Owner;
(e) Power as regards any monies for the time being subject to this Deed to
place money on deposit with a reputable institution regulated by CBK
provided that the Trustee shall not be under any obligation to diversify
the investments of the Trust;
(f) To do all such other acts and things as are incidental to the foregoing and
to exercise all powers which are necessary or useful in carrying on the
business of the Trust and to promote any of the purposes for which the
Trust is established and to carry out the provisions of this Deed.
4.2. The Trustee (in addition and without prejudice to all powers vested in it by this
Deed or by law) may exercise all or any of the same from time to time in such
manner and to such extent as may seem to them to be desirable provided that in
exercising their powers they shall not depart from the provisions of this Deed.
5. TRUSTEE’S COVENANTS

5.1. The Trustee hereby covenants with the Beneficial Owner to:
(a) deal with the Trust Shares and the Trust Property in accordance with the
Deed;
(b) manage and administer the Trust Property in accordance with the Deed;
(c) to comply always with the provisions of this Deed.
5.2. The Trustee shall, on instruction from the Beneficial Owner execute all
documents required to transfer the Trust Shares to the Beneficial Owner or to its
direction as the case may be.
5.3. The Trustee will at the request and for the benefit of the Beneficial Owner attend
all meetings of shareholders of the Company or otherwise which the Trustee shall
be entitled to attend by virtue of being the registered proprietor of the Trust
Shares and will vote at every such meeting in such a manner as the Beneficial
Owner shall have previously directed in writing and in default of and subject to
any such direction at the discretion of the Trustee and further will if so required
by the Beneficial Owner at the expense of the Beneficial Owner execute all proxies
or other documents which shall be necessary or proper to enable the Beneficial
Owner or its nominee to attend and vote at any such meeting in the place of the
Trustee.
5.4. The Trustee shall execute a Transfer of the Shares Form annexed hereto (“Annex
A”) and has authorised the Beneficial Owner to complete, stamp and register the
transfer in such manner as and when the Beneficial Owner may think fit.

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5.5. The Trustee shall execute a Statutory Declaration in the form and style set out in
“Annex B” confirming that it has no claim against any transferee to whom the
interest in the Trust Shares is conveyed on completion of the Share Transfer
Form completed pursuant to Clause 5.4.
5.6. The Trustee shall, following any changes in law which may affect the validity of
the Share Transfer Form executed pursuant to Clause 5.4, execute updated
versions of forms issued under the applicable law to convey the interest in the
Trust Shares and shall ensure that such forms are at all times kept updated as
required by the law in force at any given time.
6. POWER OF ATTORNEY

6.1. The Trustee irrevocably appoints the Beneficial Owner to be the Trustee’s
attorney and in the name of the Trustee to do all such things as the Trustee may
lawfully do in respect of the Trust Shares and the Trust Property including power
to execute a transfer of the Trust Shares or to undertake any other action relating
to the Trust Shares and the Trust Property.
6.2. The Trustee shall execute the irrevocable power of attorney in the form and style
of the
7. RESTRICTIONS

Notwithstanding anything to the contrary expressed or implied no discretion or

power conferred on the Trustee shall be exercised and no provision of this Deed
shall operate directly or indirectly:
(a) so as to allow the Trustee to charge, pledge, grant a lien or security over
the Trust Shares except where such charge, pledge, lien or security has
been approved by the Beneficial Owner;
(b) so as to cause the Trust to lose or forfeit or not qualify for any tax
exemptions that are or may become available;
(c) so as to cause the annual administrative costs and expenses of the Trustee
to exceed the amounts agreed by the Beneficial Owner and the Trustee.
8. TRUSTEE’S REMUNERATION

8.1. The Trustee [shall/shall not] be entitled to any remuneration.

8.2. The Trustee shall be entitled to have his costs reimbursed for any expenses paid
with respect to maintaining the Property including payments for rent, rates,
insurance premiums and any other outgoings needed to maintain the Property.
9. LIABILITY OF THE TRUSTEE

9.1. The Trustee shall not be liable to the Beneficial Owner in their capacity as such
for any loss arising:
(a) Solely from the negligence or fraud of any agent, officer, servant or other
person employed by them or otherwise engaged or occupied in connection
with the Trust Property notwithstanding that it may not have been strictly

5
 necessary or expedient for any person to be so employed, engaged,
occupied; or
(b) By reason of any mistake or omission made in good faith by them or any
one of them; or
(c) By reason of any other matter or thing except their or her own willful
fraud or wrongdoing
9.2. Provided that where the Trustee is in default he shall stand liable for losses
incurred and shall indemnify the Beneficial Owner.
9.3. The Beneficial Owner will at all times indemnify and keep indemnified the
Trustee against all liabilities which the Trustee may incur by reason of the Trust
Property being so registered in the name of the Trustee and in particular will
punctually pay all regulatory outgoings which the Trustee may be or becomes
liable to pay in respect of Trust Property and all costs and expenses incurred by
the Trustee in the execution of the trusts of this deed.
10. RECORDS OF CHARGES

The Trustee shall keep records of costs incurred, fees and charges incurred in
dealing with the Trust Property and all other assets, sums and investments held
by it under this Deed and a record of such other matters as are relevant to the
management and administration of the Trust Property.
11. ACCOUNTABILITY

The Trustee will keep the Beneficial Owner notified and shall account to him on
all matters relating to the Trust Property.
12. TERMINATION OF TRUST

12.1. At the expiration of the Trust Period, the Trust Property shall be transferred to
the Beneficial Owner.
12.2. Pursuant to the transfer noted above, the Beneficial Owner will be entered as the
registered owner of the Property.
12.3. All costs relating to the registration of the Property in the names of the Beneficial
Owner shall be borne by the Beneficial Owner.
13. LAW

This Deed shall be deemed to have been made in Kenya and shall be interpreted
in accordance with and governed by the laws of Kenya.
14. VARIATION

The parties may by written deed add to or vary the terms of this Deed in writing
and by mutual consent.
15. ARBITRATION

15.1. Should any dispute arise between the Trustee and the Beneficial Owner or any
one of them with regard to the interpretation, rights, obligations or
implementation of any one or more of the provisions of this Deed, the parties to

6
 such dispute shall in the first instance attempt to resolve such dispute by
amicable negotiation and in good faith in an attempt to reach a just and equitable
solution satisfactory to both parties.
15.2. Should such negotiations fail, the Trustee and the Beneficial Owner may within
Fifteen (15) days refer the case to mediation and appoint a single mediator as
may be mutually agreed. The mediation shall be conducted by a single mediator
of not less than seven (7) years standing.
15.3. Should such negotiations fail to achieve a resolution within Thirty (30) days,
either party may declare a dispute by written notification to the other, whereupon
such dispute shall be referred to arbitration under the following terms:
(a) such arbitration shall be resolved under provisions of the Kenyan
Arbitration Act 1995 (as amended from time to time);
(b) the tribunal shall consist of one arbitrator to be agreed upon between the
Parties failing which such arbitrator shall be appointed by the Chairman
for the time being of the Chartered Institute of Arbitrators upon the
application of any Party;
(c) the place and seat of arbitration shall be Nairobi and the language of
arbitration shall be English;
(d) the award of the arbitration tribunal shall be final and binding upon the
Parties to the extent permitted by law and any Party may apply to a court
of competent jurisdiction for enforcement of such award. The award of
the arbitration tribunal may take the form of an order to pay an amount
or to perform or to prohibit certain activities; and
15.4. Notwithstanding the above provisions of this clause, a party is entitled to seek
preliminary injunctive relief or interim or conservatory measures from any court
of competent jurisdiction pending the final decision or award of the arbitrator.
16. NOTICES

16.1. The notice or communication may be served by being delivered personally or

sending it by electronic mail or by registered post to the Party due to receive the
notice or communication at the address set out in this Agreement or such other
address as that Party may for the purposes of this Clause specify from time to
time in writing to the other Party.
16.2. In the absence of evidence of earlier receipt any notice or communication so
served is deemed to have been received:
(a) in the case of personal service, on delivery;
(b) in the case of electronic mail, on completion of such transmission except
where the time of transmission is not during the addressee’s normal
business hours in which case it shall be 11.30 a.m. on the next business
day and provided electronic confirmation of such transmission is
obtained; and
(c) in the case of registered post, ten (10) days from the date of posting.
IN WITNESS WHEREOF the Trustee has executed this deed the day and year first
before written.

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Signed on behalf of the above named )
TRUSTEE )
) ……………………………….
in the presence of: )
Name: ) Name: ……………………………
Address: ) I.D Number: ……………………
Occupation: ) PIN Number: ………………..
…
)

8
 ANNEX “A”
SHARE TRANSFER DEED

FOR THE CONSIDERATION stated below the “Transferor” named do hereby transfer to the
“Transferee” named the shares or stock specified below subject to the several conditions on
which the shares or stock are or is now held by the Transferor and the Transferee do hereby agree
to accept and hold the said shares subject to the conditions aforesaid.
Full name of the Company or ……………………… LIMITED
undertaking
Number and full description FIGURES WORDS
of shares or amount of stock [*] ORDINARY SHARES OF KENYA
and number and [*] ORDINARY SHILLINGS [*] EACH
denomination of units SHARES
OF KSHS. [*]
EACH

TRANSFER FROM [Name and address of Trustee]

Transferor(s)
Names and addresses in full)

CONSIDERATION KENYA SHILLINGS [*]

TRANSFERS TO
Transferee(s)
Names and addresses in full)

IN WITNESS whereof the Transferor and Transferee have hereunto set their respective
hands this ……………………….. day of………………. 20…..

Signed by the Transferor )

[Trustee] )
In the presence of: )
)
---------------------------------------------------
………………………………………………… ) Name:
(Name) ) I.D./Passport No:
(Address) ) PIN:
(Occupation) )

Signed by the Transferee )

)
……………………………………….. )
)
………………………………………………… ) Name:
(Name) ) I.D./Passport No:
(Address) ) PIN:
(Occupation) )

9
 ANNEX “B”
REPUBLIC OF KENYA

IN THE MATTER OF OATHS AND STATUTORY DECLARATIONS ACT

(CHAPTER 15 – THE LAWS OF KENYA)

STATUTORY DECLARATION

I, [*] of Post Office Box Number [*] do hereby make oath and state as follows:
(1) THAT I am an adult of sound mind hence competent to swear this affidavit.
(2) THAT before the date hereinwritten I have been a shareholder of [*] Limited
(the “Company”) bearing the Registration Number [*].
(3) THAT I have transferred my shares in the Company to [*].
(4) THAT I have no claim against the Transferee with respect to the transferred
shares.
(5) THAT I swear this affidavit to confirm and notify the Registrar of Companies
that the sale of my shares in the Company is voluntary and is not as a result of
any form of threat or undue pressure.
(6) THAT I undertake to indemnify the Registrar of Companies for any loss or action
that may arise from reliance on this affidavit in relation to the Company.
(7) THAT what is stated herein is true to the best of my knowledge, information and
belief.

SWORN at NAIROBI this ………………day )

of ……………., 20…… by the said )
) ________________________
) DEPONENT
Before Me )
)
)
)
COMMISSIONER OF OATHS )
)

10
 ANNEX “C”
Form LRA 6 (r. 18)

REPUBLIC OF KENYA
THE REGISTRATION OF DOCUMENTS ACT CAP 285 OF THE LAWS OF
KENYA

Date Received Presentation Book Official Fees Paid

………………… No…………………. KShs.

IRREVOCABLE SPECIFIC POWER OF ATTORNEY

Date of Instrument

The Donor [*] the Donor a

Kenyan of National Identity Card Number: [*]
Local Kenyan Address: [*]
Physical Address: -[*]
Postal Address: - [*]
Telephone Number: [*]
Email Address: [*]

The Donee [*] a limited liability Donee/Attorney incorporated in the Republic

of Kenya:
Registration Number: [*]
Physical Address: [*]
Postal Address: [*]
Telephone Number: [*]
Email Address: [*]

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 IRREVOCABLE SPECIFIC POWER OF ATTORNEY

LIMITED TO THE EXERCISE OF ALL RIGHTS AND OBLIGATIONS

ATTACHING TO MY [*] SHARES HELD BY THE DONOR
IN [*] (THE SHARES) PENDING REGISTRATION OF THE TRANSFER OF
THE SHARES TO THE ATTORNEY

Know all Men Whom it may concern:

1. THAT I, [*], being a holder of the Identity Card Number [*] issued to me by the
Republic of Kenya, ( the “Donor”), of Post Office Box Number [*], do hereby
ordain, nominate and appoint [Beneficial Owner] (Registration Number LLP-
4A21EP) of Post Office Box Number [*], (the “Attorney”) to be my true and
lawful attorney with full power and authority for and in my name and on my
behalf, to exercise all voting and other rights attaching to my Shares held in [*]
pending the registration of the transfer of the said shares in favour of the
Attorney and/or its nominee.
2. THAT all and every document, deed, matter and thing which shall be executed or
done by the Attorney for the aforesaid purposes shall be as good, valid and
effectual to all intents and purposes whatsoever as if the same had been signed,
sealed, delivered, made or given by us in our own proper capacity.
3. THAT I hereby undertake at all times to ratify whatsoever any action which the
Attorney shall lawfully do or cause to be done pursuant to this document.
4. THAT this Power of Attorney shall unless revoked by myself in writing remain in
force.
5. THAT this Power of Attorney shall be governed by the laws of Kenya.
IN WITNESS WHEREOF we have hereunto signed this document this …………… day
of ………………………..
The Donor
SIGNED by )
[*] ) ____________________
) [*]
Before me: )
)
Advocate )

Certificate of Attestation
I CERTIFY that I was present and witnessed [*] sign this Power of Attorney instrument
freely and voluntarily this ………………………………………… to signify their acceptance of
the within written Power of Attorney.

………………………..………………………………………….
Advocate of the High Court of Kenya

ACCEPTANCE OF APPOINTMENT BY THE ATTORNEY:

I, ………………………….., the afore-named Attorney duly accept appointment under this

Deed.

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SIGNED by the [Beneficial Owner] )
)
in the presence of: )
)
…………………………………………………….. )
(Name) ) ……………………………………
(Address) ) Name:
(Occupation) ) ID/Pp No.:
) PIN Number:

Certificate of Attestation
I CERTIFY that I was present and witnessed ………………………. being the Authorized
Representative of [*] sign this Power of Attorney instrument freely and voluntarily this
……………………………………………… to signify their acceptance of the within written
Power of Attorney.

……………………………………………..……………….
Advocate of High Court of Kenya

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