Legal Alert: Completing an Acquisition of a Licensed Betting Operator in Kenya

Article by; Gideon Kamau Muturi

G.K. Muturi & Co. Advocates is pleased to announce the successful conclusion of a 100% acquisition of a licensed betting company in Kenya on behalf of our clients. This transaction underscores that acquiring a betting operator is markedly more regulated and process-intensive than a standard corporate acquisition, particularly regarding licensing approvals, tax compliance, and the extensive regulatory obligations that govern the gaming sector.

Why this matters

A change of control in a licensed betting operator can trigger fresh regulatory scrutiny, licence variation or re‑application, and ongoing reporting duties. Investors, lenders and founders in the gaming space need to factor these issues into deal timelines, pricing and risk allocation.​

Key steps in the process

1. Conducted detailed legal due diligence on corporate records, betting licences, tax exposure, contracts, employment and disputes to identify risks.​
2. Reviewed compliance with the Gambling Control Act, 2025, Data Protection Act, AML/CTF framework and other sector‑specific rules critical to licence integrity.
3. Engaged proactively with BCLB, the Registrar of Companies and other authorities to confirm the regulator’s position on change of control and required consents.​

Deal structure and documentation

1. Designed an acquisition structure that aligned with licensing, tax and competition‑law considerations, including treatment of capital gains tax and stamp duty.​
2. Drafted and negotiated core documents (share purchase agreement, warranties and indemnities, disclosure letter and escrow arrangements) to allocate regulatory and historical liabilities clearly between seller and purchaser.​
3. Built in conditions precedent tied to regulatory approvals and licence status, ensuring completion only after key risks were addressed.​

Closing and after completion

We oversaw the full closing process which included coordinating execution of documents, effecting share transfers, releasing consideration, and managing the formal handover of company records. We further undertook all statutory and regulatory filings, updated corporate records and share registers, and provided guidance on post-acquisition integration, employee matters, and ongoing compliance obligations to the BCLB and other regulators.

For expert legal support in mergers and acquisitions or tailored guidance on structuring and completing investment transactions, you contact us on info@gkmuturi.ke or gmuturi@gkmuturi.ke