A development succeeds or fails on decisions made before ground-breaking: the structure, the title and the approvals. Get those right and sales, financing and completion follow; get them wrong and they surface later as delays, disputes and refunds.
KEY POINTS
- Hold the project in its own company, with the landowner deal in writing.
- Have every approval in hand before marketing units.
- Plan for sectional titles and an owners' corporation from day one.
1. Structure the project
- Use a project company (SPV). A dedicated company ring-fences the project's risk and makes it easier to bring in investors or lenders.
- Agree the landowner deal in writing. Contributions, decision-making, deadlock, what the landowner receives — units, revenue share or cash — and how either side exits.
- Plan the financing early. Lenders will want security over the land and the project's contracts.
- Price in the tax. Stamp duty on moving land into the SPV, capital gains tax for the landowner, and VAT on construction and commercial sales.
2. Secure the land
- Run full due diligence on title, encumbrances, rates, land rent and boundaries before any money moves.
- Regularise the user. If the approved use does not match the project, apply for change of user or extension of use before marketing.
- Allow for registry timelines. Nairobi, Murang'a and Mombasa now run on Ardhisasa; land still in conversion can take longer to search and register.
3. Obtain the approvals
| APPROVAL | ISSUED BY | WHAT TO KNOW |
|---|---|---|
| Development permission and building plans | County government | Under the Physical and Land Use Planning Act, 2019, including change of user. |
| Environmental Impact Assessment licence | NEMA | Needed before construction starts. |
| Project and contractor registration | National Construction Authority | The contractor and the project must be registered. |
| National Building Code, 2024 | County and national authorities | In force since 1 March 2025. Design standards and inspections every five years. |
| Height clearance | Kenya Civil Aviation Authority | For taller buildings near airports and flight paths. |
Buyers and lenders increasingly ask to see approvals before committing, so a complete approvals file is also a sales tool.
Nairobi's new development rules
Nairobi's Development Control Policy, 2026 replaced guidance last reviewed in 2006. It divides the city into 15 zones, with a matrix setting land use, maximum floors, ground coverage, plot ratio and minimum plot size for each sub-zone. For projects in Nairobi:
- Published maximums are ceilings, not rights. Parking, setbacks, green space, fire safety, utilities and aviation limits can all reduce what you can build.
- Plot size drives height. Higher floor limits apply only to larger plots, which can make amalgamating plots worthwhile, at the cost of extra title and timing risk.
- New charges are proposed but not yet in force. Development impact fees, planning gain and transferable development rights need county legislation, expected within 18 months, before they can be charged.
- Re-test your numbers now. Check every project against its exact sub-zone before pricing, financing or marketing it.
See our separate Legal Take on the Policy for more detail.
4. Sell with clear documents
- Off-plan sale agreements should set out the payment plan, completion date, delay remedies, termination and refunds, and how deposits are held.
- Plan for sectional titles under the Sectional Properties Act, 2020, and reflect them in the sale agreement from day one.
- Protect buyer data. Most developers must register with the Office of the Data Protection Commissioner.
Managing community objections
Residents' associations are increasingly active on high-density projects. They cannot approve or block a development, which only the County and NEMA can do, but they can delay one:
- Their routes. Objecting to the County, appealing a planning decision, appealing a NEMA licence to the National Environment Tribunal, and asking the court to pause works while a petition is heard.
- What courts look at. Whether approvals are complete and whether consultation was genuine. A full approvals file and a record showing every concern was heard and answered is the best protection.
- Phased schemes. Disclose later phases in the environmental assessment and assess their combined impact, so objectors cannot argue the project was split to understate it.
- Marketing. Keep unit numbers and descriptions in line with what has been approved, and make sales subject to approvals.
- Contracts. Build suspension and extension rights for court or regulatory stoppages into sale, construction and finance documents.
5. Complete and hand over
- Register the sectional plan and issue sectional titles to buyers.
- Set up the owners' corporation, with service charge arrangements in place.
- Hand over common areas and records in an orderly way.
COMMON PITFALLS
- Marketing units before approvals are in hand.
- Joint venture agreements silent on delay, deadlock or exit.
- Off-plan agreements with no clear remedy for late completion.
- Leaving title and registry issues to the end of the project.
- Marketing more units than have been notified or approved.
- Relying on a county policy without checking that it has been formally adopted.
LEGAL TAKE BY FMC ADVOCATES
This guide is general information, not legal advice on your circumstances.