The Law Guiding conversion from Freehold to Leasehold

In Kenya, the conversion from freehold to leasehold is stipulated by the Constitution of Kenya (2010), specifically Article 65, which restricts non-citizens to holding land only as leasehold for a maximum term of 99 years. 

Further, the implementation of this conversion process is governed by the following laws and regulations:

• Land Regulations, 2017 (Legal Notice 280): These regulations provide the mechanism for the National Land Commission (NLC) to convert freehold titles held by non-citizens into leasehold titles of 99 years.
• The Land Act, 2012 (and subsequent amendments): This act provides the framework for managing public land and land registration, including the conversion of land tenures.
• Land Amendment Act 2024 (proposed/implemented): This recent legislative change aims to convert private freehold land in urban areas into leasehold to facilitate better land management and taxation. 

Key Aspects of the Conversion Law in Kenya:

• Mandatory for Foreigners: Non-citizens cannot own freehold land. Any freehold land owned by a non-citizen is deemed to have been converted to a 99-year leasehold, effective from August 27, 2010.
• Urban Areas: For Kenyan citizens, the 2024 amendments allow for the conversion of freehold to leasehold for urban properties.
• NLC Role: The National Land Commission handles the conversion process, including notifying affected owners, resurveying the land, and issuing new 99-year leases. 

For voluntary conversion or specific, individual cases, the process is facilitated under the Land Act 2012 and requires, among other things, the surrender of the original freehold title to the NLC. 

 

How to Convert Land from Absolute Ownership (Freehold) to Land for Lease (Leasehold) in Kenya

Converting freehold land to lease in Kenya involves several steps as outlined below:

Step 1: Check Your Eligibility

Confirm if your land qualifies. For foreigners, it’s mandatory. For citizens, check if it’s in an urban area under the 2024 amendments. Do a land search on the Ardhi Sasa platform for KSh 550 to verify your freehold title.

Step 2: Get Notifications and Apply

The NLC might notify you if conversion is required. If not, apply for the NLC or a county government position. Use forms like LA22 or LA23 for related processes. Include your ID, title deed, and proof of ownership.

Step 3: Obtain Approvals

Engage a physical planner for a brief. Obtain county approvals, such as development permission (PPA2). For land to be leased in Kenya, public participation may be required, such as posting notices in newspapers.

4. Surrender the Title

Hand over your original freehold title to the NLC. They review it within 90 days.

5. Pay Fees and Valuations

Costs include application fees (approximately KSh 10,000), stamp duty (ranging from 2% to 4% of the value), and valuation fees (KSh 15,000 to KSh 50,000). The total can be 2-5% of the land value.

6. Receive New Lease

The NLC issues a new 99-year lease certificate. Register it on Ardhi Sasa.

This process takes 6-12 months. For land to lease in Kenya, particularly in places like Nairobi, expect delays due to the high volume – over 10,000 properties in Nairobi are at risk in 2026.

If you’re looking for land to lease in Kenya, notwithstanding the locality, the steps are similar. A land lease agreement in Kenya is key to formalizing it.

 

 

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c/o Ardhisasa KE

Lease preparation: New Application (Freehold To Leasehold Conversion)

What are the Lease Preparation?

A land lease is an agreement that permits the tenant to use a piece of land owned by the landlord in exchange for rent. Land leases work similar to how traditional property leases operate, tenants can enter into both residential and commercial agreements work.

What is the Conversion of Freehold to Leasehold?

This is a process where any proprietor(s) holding a freehold interest in land surrenders it to the Government in exchange for the leasehold interest.

Any foreigner who held a freehold interest in land as at August 2010 is automatically deemed to be leasehold by operation of law. This is in relation to a directive for the foreigners to surrender such titles to the Land office for conversion from freehold to leasehold not exceeding 99 years.

However, any Kenyan citizen(s) who wants to transition from freehold to leasehold interest in land is allowed to apply for this process.

Who are the actors involved?

Applicant

Is the individual who starts the application who could be the registered proprietor or a professional who has an account on Ardhisasa and has upgraded their respective profession.

Proprietor:

The registered proprietor is required to draft a request letter directed to the Director Land Administration for conversion from freehold to leasehold.

Advocate:

Required for the purpose of attesting the execution of the new lease.

What are the requirements?

Surrender Reference Number: This number is provided after completion of the Surrender of Title (LRA 65A).

Copy of Freehold Title (PDF).

What are the payments required?

New Grant Fees.

 

A title deed alone is insufficient—proof of root of title is mandatory: The Case of Choi & 3 Others v Goldstein Group Services Limited & 2 Others [2025] KEELC 7234 (KLR)

Choi & 3 Others v Goldstein Group Services Limited & 2 Others [2025] KEELC 7234 (KLR)
Theme: A title deed alone is insufficient—proof of root of title is mandatory.

1. Background & Facts

This case concerned three contested parcels of land, each of which had passed through multiple owners, all holding what appeared to be valid certificates of title issued by the Ministry of Lands.

The court described the parcels as “ambitious” because each parcel had:

• Several competing titles.
• Each title showing a different chain of ownership.
• Each title allegedly originating from an allotment made between 1995 and 1997.
• Each title holder accusing the others of fraud and violating Article 40, which protects the right to property.

Every claimant insisted that:

• Their title was the genuine one.
• The other party’s title was fraudulent, irregular, or illegally obtained.
• They were entitled to protection under Article 40(3), which guarantees security of property.

The Ministry of Lands did not provide a clear or coherent explanation of:

• How multiple titles came to be issued over the same parcels.
• Who was originally allotted the land.
• The authenticity of the allotment letters.
• Whether the requisite survey, beaconing, and payment procedures were followed.

2. Issues for Determination

1. Whether a certificate of title, by itself, is conclusive proof of land ownership.
2. Whether the parties proved the root of their respective titles—i.e., how ownership lawfully devolved from the government to them.
3. Whether the competing titles were issued through fraud, illegality, or procedural irregularities.
4. Which party, if any, was entitled to protection under Article 40 of the Constitution.

3. Court’s Holding / Decision

The court held that:

1. A certificate of title alone is NOT sufficient evidence of ownership.

A party must demonstrate the root of their title—how they lawfully acquired the land from the initial allotment or allocation.

2. All parties failed to prove the lawful root of their titles.

None of the competing title holders could provide:

• Authentic and verifiable allotment letters.
• Proof of payment of statutory charges (stand premium, rent, survey fees).
• Survey diagrams/F.R. numbers confirming the parcels were legally surveyed.
• Evidence that the Commissioner of Lands lawfully allocated the specific land.
• A credible, consistent chain of ownership.

3. Titles founded on defective or fraudulent allotments are invalid.

If the root is rotten, the resulting title is void, regardless of appearances.

4. Article 40 protection does NOT apply to unlawfully acquired property.

The Constitution protects property rights only where the acquisition was lawful.

4. Court’s Reasoning

a. Land titles are only prima facie evidence

Under the Land Registration Act and case law (including Munyu Maina v Hiram Gathiha), a title is not absolute proof—a holder must justify its legality when challenged.

b. The burden of proof shifts to the title holder

Once allegations of fraud or illegality are raised, the person claiming ownership must demonstrate valid acquisition.

c. All parties presented suspicious documents

• Allotment letters had inconsistencies.
• Payment receipts were questionable or missing.
• Survey processes were irregular or incomplete.
• Some documents indicated possible backdating or manipulation.

d. Article 40 does not sanitize illegality

The Constitution does not protect land acquired through:

• Fraud
• Illegality
• Abuse of office
• Irregular allocation

e. The Registrar’s records were contradictory

Making it impossible to ascertain the genuine owner without further administrative intervention.

5. Legal Principles Established

1. Root-of-title doctrine:
   A party must prove lawful origin of land ownership—not merely produce a title.
2. Title is not indefeasible when acquired illegally or irregularly.
3. Competing titles over the same parcel are evidence of systemic failure, not conclusive ownership.
4. Burden of proof shifts to the title holder once credibility of the title is challenged.
5. Article 40 protection is conditional upon lawful acquisition.

6. Client Advisory & Practical Implications

A. For clients purchasing land

Insist on:

• Verified allotment documents
• Proof of payment (receipts, bank statements)
• Survey documents (F.R. numbers, authenticated mutation maps)
• Historic registry file search at the Ministry of Lands
• Title deed authentication through the Registrar of Lands
• Confirmation that no parallel titles exist

Conducting only a title search is insufficient and risky.

B. For clients with existing titles

If challenged, be prepared to produce:

• Original allotment documents
• Transfer instruments
• Stamped and registered documents
• The chain of ownership
• Correspondence with the Ministry

A title without supporting documentation is vulnerable.

C. For disputed parcels

Advise clients to:

• Seek a court order compelling the Ministry of Lands to produce the parcel file.
• Request an independent survey and verification.
• Consider alternative dispute resolution (ADR) given the delays.
• Maintain possession to preserve practical rights pending resolution.

D. For institutional clients (developers, investors)

Emphasize:

• Thorough due diligence beyond the title
• Engagement of a licensed surveyor
• Early legal audit of the root of title
• Avoidance of allotment-based lands without complete documentation

7. Conclusion

This case reinforces a critical principle in Kenyan land law:

A title deed is not conclusive proof of ownership. A party must prove lawful acquisition and the entire chain of title.

The ruling signals increased judicial scrutiny of allotment-based titles and places significant responsibility on buyers and owners to verify the authenticity of their land rights.

 

On lawful obtainance and processign of personal data and breach; Samwel Kamau Waweru v Platinum Credit Limited; ODPC Complaint No. 1951 of 2025

I — Issues

1. Whether Platinum Credit Limited lawfully obtained and processed the Complainant’s personal data.
2. Whether the Respondent violated the consent requirements under the Data Protection Act, 2019 by using the Complainant’s personal data for direct marketing.
3. Whether the Respondent’s conduct amounted to a breach of the Complainant’s right to privacy under the Constitution of Kenya, 2010.

 

R — Rules

• Article 31(c) & (d), Constitution of Kenya (2010):
  Guarantees the right to privacy, including the right not to have personal information unnecessarily revealed or misused.
• Section 25, Data Protection Act, 2019:
  Requires personal data to be processed lawfully, fairly, and transparently.
• Section 30, Data Protection Act, 2019:
  Personal data shall not be processed unless the data subject has given consent or another lawful basis exists.
• Section 37, Data Protection Act, 2019:
  Prohibits the use of personal data for direct marketing without the data subject’s prior consent.
• Section 51, Data Protection Act, 2019:
  Provides data subjects with enforceable rights against unlawful processing.

 

A — Application

Platinum Credit Limited contacted the Complainant in November 2024 to promote loan products despite the Complainant never having been a customer of the Respondent. The Respondent’s agent possessed detailed personal information, including the Complainant’s vehicle details, demonstrating that the Respondent had already collected and processed his personal data.

The Complainant did not provide consent for the collection, processing, or use of his personal data for marketing purposes. When questioned, the Respondent’s agent stated that such information was routinely shared internally with the sales team, indicating systemic processing of personal data for commercial purposes.

This conduct failed to meet the statutory requirements of lawfulness, transparency, and consent under Sections 25 and 30 of the Data Protection Act. Additionally, the repeated unsolicited calls and messages constituted direct marketing, which is expressly restricted under Section 37 without prior consent.

By using the Complainant’s personal data without lawful justification, the Respondent infringed upon the Complainant’s constitutional right to privacy under Article 31 of the Constitution.

 

C — Conclusion

The Respondent unlawfully obtained and processed the Complainant’s personal data without consent and used it for direct marketing purposes in violation of the Data Protection Act, 2019 and Article 31 of the Constitution. The complaint was therefore upheld, and Platinum Credit Limited was found to be in breach of Kenya’s data protection laws.

𝐓𝐡𝐞 𝐏𝐫𝐨𝐜𝐞𝐬𝐬 𝐨𝐟 𝐂𝐨𝐧𝐯𝐞𝐫𝐭𝐢𝐧𝐠 𝐒𝐡𝐚𝐫𝐞 𝐂𝐞𝐫𝐭𝐢𝐟𝐢𝐜𝐚𝐭𝐞 𝐚𝐧𝐝 𝐀𝐥𝐥𝐨𝐭𝐦𝐞𝐧𝐭 𝐋𝐞𝐭𝐭𝐞𝐫 𝐭𝐨 𝐓𝐢𝐭𝐥𝐞 𝐃𝐞𝐞𝐝

What is a Share Certificate and Allotment Letter?

A Share Certificate proves ownership in a land-buying company or housing cooperative.

 It shows that you own a "share" in the company that owns the land.

An Allotment Letter is usually issued by the company to assign you a specific plot number—this means the company has allocated you a piece of land, but you don’t yet have legal ownership (no registered title).

What Exactly is an Allotment Letter?
An allotment letter is an official document issued by a government authority or a landowner. It confirms that a specific piece of land has been allocated to you.

It’s like that “Congratulations!” email you get after winning an online auction.

Here’s what it usually includes:

Your details: Name, ID number, etc.
Property details: Location, size, plot number.
Terms and conditions: Payment deadlines, restrictions, etc.

But here’s the kicker: An allotment letter does not give you full ownership of the land. It’s more like a promise, an “intent to grant” once you meet certain conditions.

 Why an Allotment Letter Isn’t Enough
Think of it like this: you’ve been promised a brand new car. You’ve even got the key. But the car is still at the dealership, and you haven’t signed all the paperwork or made the full payment.

Can you drive it home? Nope.

Similarly, an allotment letter is just the first step. You still need to:

Fulfill the conditions: Pay the required fees, comply with any restrictions.
Obtain a title deed: This is the real proof of ownership.

Without a title deed, you can’t:

1. Sell the land
2. Use it as collateral for a loan
3. Legally transfer ownership

Step-by-Step Process to Convert to Title Deed:

Ready to take that allotment letter and turn it into a title deed? Here’s a simplified breakdown of the process:

General overview:

 Verify the letter: Ensure it’s genuine and issued by the relevant authority.
Conduct a search: Confirm the land’s ownership and any existing encumbrances.
Fulfill the conditions: Pay all required fees and comply with any restrictions.
Prepare the documents: Gather all necessary paperwork, including your ID, allotment letter, and payment receipts.
Submit your application: File your application for registration at the relevant land registry.
Follow up: Monitor the progress of your application and address any queries promptly.

Detailed guide on the process and the specific requirements may vary depending on the location and type of land as follows:

1. Verification & Due Diligence

Verify the letter: Ensure it’s genuine and issued by the relevant authority.
Conduct a search: Confirm the land’s ownership and any existing encumbrances.
Ensure the land-buying company has ownership documents for the mother title (mother title = original large parcel).

Verify with the Ministry of Lands and Survey of Kenya whether the land is available, unencumbered, and subdivided correctly.

2. Subdivision & Survey Work

The land must be subdivided by a licensed surveyor. This involves:

Surveying the parcel to extract your portion.

Preparing a mutation form and Part Development Plan (PDP) (if applicable).

Submitting to the Survey of Kenya for approval and RIM update.

3. Land Control Board Consent (LCB)

You’ll need a Land Control Board meeting to approve the transfer of land from the company to you as an individual.

This is a legal step under the Land Control Act for agricultural land.

4. Transfer & Registration

The company prepares a Transfer Form (Form A) and Title Deed Application under your name.

You’ll need to pay:

Stamp duty (typically 4%)

Registration fees

Submit these at the Lands Registry where the land is located.

5. Issuance of Title Deed

Once processed, your name is entered into the land register, and a title deed is printed and issued in your name.

This title is now registered under the Land Registration Act and is a proof of ownership recognized under Kenyan law.

Key Takeaways
An allotment letter is a starting point, not a guarantee of ownership.
The title deed is the ultimate proof of ownership.
Don’t rush into any land transaction. Do your research and involve a lawyer.
Be aware of potential scams and red flags.
Follow the proper process to convert your allotment letter into a title deed. 

 Disclaimer: This article is for informational purposes only and does not constitute legal advice.