Tax on a share disposal, listed or unquoted.
Total tax
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CGT (15%)
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Stamp duty (1%)
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Net proceeds
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Two very different tax stories for one share sale
Whether selling shares triggers a tax bill in Kenya depends almost entirely on one thing: are the shares listed on the Nairobi Securities Exchange or not. That single fork sends you down two completely different paths, and this calculator lets you flip between them. Pick the wrong assumption and you could either overpay or be caught short, so it pays to be clear which kind of shareholding you actually hold before you model the disposal.
The tool is for individuals and small companies selling a stake, whether that is offloading NSE-listed stock from a brokerage account or exiting a private company you helped build. It is also handy for founders and early employees trying to estimate what an exit leaves them with after the taxman takes a cut.
Listed shares: the exempt path
Shares traded on the Nairobi Securities Exchange sit outside capital gains tax. If you buy NSE-listed stock and sell it later at a profit, the gain is not chargeable to CGT, and the tool shows zero on that line. The transfer also escapes the share-transfer stamp duty that bites private deals. That does not make listed investing entirely cost-free, since brokerage commissions and small market levies still apply at the point of trading, but those are handled through the exchange rather than as a tax you file. The exemption for listed securities is a long-standing feature, though as with everything here you should confirm the current position with the Kenya Revenue Authority before acting on a large disposal.
Unquoted shares: where the bill appears
Selling shares in a private, unlisted company is the taxable case, and it carries two separate charges that people often muddle. The first is capital gains tax on your profit. The rate this calculator applies is 15 percent of the net gain, meaning the sale price after deducting what you originally paid. The second is stamp duty on the transfer of the shares, which the tool applies at 1 percent. The catch that trips people up is the base: stamp duty is charged on the full sale consideration, not on the gain. So a sale with a modest profit can still attract duty on the whole price. Both rates have been touched by recent Finance Acts, the CGT rate in particular having risen from its old level, so verify the live figures with the KRA.
Selling a private stake for 800,000
Take the tool's example with the share type switched to unquoted. You bought a private-company stake for KES 500,000 and sell it for KES 800,000, a gain of KES 300,000. Watch how the two taxes use different bases.
| Step | Amount (KES) |
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Note that net proceeds is the sale price after tax, not your profit. Your profit after tax is smaller again once you set aside the original investment. The chart breaks the sale into the slice you keep and the two taxes.
The cost-base detail people forget
The accuracy of the CGT figure rests on getting your cost base right. It is not just the price you paid for the shares. Incidental costs of acquiring and disposing of them, such as certain professional or transfer fees, can form part of the base and reduce the chargeable gain. The common mistake is to use only the raw purchase price, which overstates the gain and the tax. Keep the paperwork from when you first acquired the stake, because years later it is the only evidence you will have. A practical tip for founders: if you received shares at a nominal value when the company was tiny, your cost base may be very low, which means a large chargeable gain on exit. Plan for that bill rather than being surprised by it.
What if I sell my shares at a loss?
Capital gains tax only bites on a gain, so a sale where the price is below your cost base produces no CGT, and the calculator returns zero on that line. The stamp duty on an unquoted transfer is a separate matter tied to the consideration rather than to profit, so check whether it still applies even on a loss-making sale. How capital losses can be used against other gains is a more technical question, so confirm the treatment with the KRA.
Who actually pays the stamp duty, buyer or seller?
Stamp duty on a share transfer is a duty on the instrument of transfer, and in practice the buyer usually bears it as part of completing the deal, though the parties can agree otherwise in the sale contract. This tool shows it alongside the seller's CGT so you can see the total tax cost of the transaction in one place. Settle in your agreement who is responsible before completion, because an unstamped transfer can cause problems registering the new ownership.