1% stamp duty on the transfer of unquoted shares.
Stamp duty due
—
Duty rate
—
Total cost to buyer
—
What this duty is and who settles it
Stamp duty on share transfers is a tax on a document, not on a profit. When ownership of company shares changes hands, the instrument that records the transfer has to be stamped before the company registrar will enter the new owner in the register of members. Until that happens the transfer is, in practical terms, unfinished. The buyer is the one who normally pays, and the duty is calculated on the consideration, meaning the price actually paid for the shares. This calculator takes that consideration and applies the rate it models for unquoted shares, currently 1 percent, which you should confirm with the Kenya Revenue Authority because rates of this kind move with Finance Acts.
It helps to separate this charge from the capital gains tax a seller might owe. Stamp duty lands on the buyer and is tied to the transfer document. Capital gains tax lands on the seller and is tied to any profit made on the disposal. The two are unrelated charges that can both arise from a single transaction, which is why people often confuse them. This tool deals only with the stamp duty side.
Unquoted versus listed: why the rate differs
The 1 percent figure here is for unquoted shares, the kind issued by private companies that do not trade on a public market. Shares listed on the Nairobi Securities Exchange follow a separate regime handled through the exchange and its settlement system, so you should not apply this calculator to a stockbroker purchase of listed equities. The distinction matters because most genuine stamp-duty questions arise from private deals: a founder selling part of a stake, a new investor buying in, or shares moving between related parties during a restructure. In those situations there is no exchange to intermediate the duty, and the parties have to attend to stamping themselves.
Stamping a KES 1 million transfer
Suppose you are buying a block of shares in a private Kenyan company for KES 1 million. The duty this calculator applies is 1 percent of that consideration, so KES 10,000 becomes payable, and your total outlay rises to KES 1,010,000 once the duty is added to the price. The numbers below use the rate this calculator applies.
| Item | Amount (KES) |
|---|
The chart above shows how small the duty is next to the price. At 1 percent it is a rounding line on the deal, but it is not optional: skip it and the share register cannot be updated, which can stall everything from a financing round to a future sale.
When there is no cash price
Deals are not always clean cash purchases, and that is where the duty gets fiddly. If shares are gifted, swapped for other assets, or transferred between connected companies for a nominal sum, there may be no real consideration to plug into the calculator. In those cases the duty is generally assessed on the value of the shares rather than on whatever token amount appears on paper, and a valuation may be needed to support the figure. Plug a realistic market value into the box rather than a nominal one, because the KRA can look through an artificially low price. Some restructurings and intra-group transfers can qualify for relief or exemption, but those reliefs are conditional and have to be claimed correctly, so take advice before assuming a transfer is duty-free.
A practical tip: agree who bears the duty in the share purchase agreement itself. The default lands it on the buyer, but parties are free to allocate it differently, and writing it down avoids a small but irritating dispute at completion.
Questions buyers ask
How long do I have to stamp the transfer?
Stamping is time-sensitive. Instruments are expected to be presented and stamped within a short window of execution, and stamping late can attract penalties on top of the duty itself. The cleanest approach is to treat stamping as a completion step, done at the same time the money changes hands, rather than something to tidy up later.
Does buying brand-new shares issued by the company attract this duty?
This calculator is built for transfers of existing shares from one holder to another. A fresh issue of shares by the company, where you subscribe for new equity rather than buy someone else's, follows different rules. If you are putting money into a company in exchange for newly created shares, do not assume the 1 percent transfer duty applies in the same way.
Can I net the duty against any loss on the shares?
No. Stamp duty is a transaction cost, not an income or capital tax, so it is not reduced by a poor outcome on the investment. It is paid up front on the value moving across, regardless of whether the shares later rise or fall.