Due Diligence in Land Transactions: The Checks You Cannot Skip when Purchasing Property

Every year, Kenyan buyers lose deposits, sometimes their life savings on land and property transactions that a few days of proper due diligence would have exposed as fraudulent, defective, or simply not what was advertised. The pattern is familiar: an attractive price, pressure to move quickly “before another buyer does,” and a deposit paid before the buyer has independently verified who they are actually dealing with and what they are actually buying.

None of this is inevitable. Due diligence is not an expensive formality reserved for large commercial transactions, it is a modest, affordable step that any buyer of land, a plot, or a flat should insist on before parting with any money.

What Proper Due Diligence Should Cover

1. An official search at the relevant Land Registry as well as a historical search (green card search).

An official search tells you who is actually registered as the proprietor, whether there are any existing charges, cautions, or restrictions on the title, and whether the size and description match what you have been shown. A search costs a small statutory fee and typically takes a few working days.

Alongside the current search, it is worth requesting a green card search. The green card is the historical register maintained at the Land Registry, and it lays out the full chain of ownership of the parcel from the very first registration to the present day. Where an ordinary search only confirms who owns the land today, the green card shows how they came to own it, which is exactly the kind of history that matters when the validity of the very first allocation is in question.

2. Confirming the seller’s identity.

The name on the identification document presented to you must match, precisely, the name on the certificate of title or lease.

Where the seller is an individual, request their national ID or passport and current KRA PIN certificate, and confirm their marital status. If they are married, Kenyan law requires the written, signed consent of their spouse before matrimonial property can be sold. If they are not married, it is standard practice to have them sign an affidavit affirming that they have no spouse.

Where the seller is a corporate entity, such as a company, request its certificate of registration/incorporation and KRA PIN certificate, and obtain a company search (CR12) from the Business Registration Service to confirm the current directors and shareholders. You should also request a board resolution authorising the specific sale confirming that the individual signing on the company’s behalf actually has authority to dispose of the property, and that the sale has been properly sanctioned by the company itself.

3. A physical site visit to the land.

A physical visit to the land is very important. While on site, check that the beacons marking the boundaries are actually present and undisturbed; where any are missing or unclear, insist they be replaced and re-established before you commit. It is also worth obtaining an area map for the parcel from the Survey of Kenya, so the boundaries shown on the ground can be checked against what is officially recorded. Our of abundance of caution, one may also engage a licensed surveyor to independently confirm the boundaries and actual size of the land.

4. Land rates and rent clearance.

Confirmation of outstanding land rates and land rent is also very crucial. Purchasing properties with unpaid rates or rent will mean you inherit tdebt, sometimes running into hundreds of thousands of shillings for long-neglected parcels.

5. Checking for pending court cases, family disputes, or succession issues.

A surprising number of “quick sale” properties are quick precisely because a family dispute, a pending succession matter, or an ongoing court case makes the seller anxious to offload the property before it is resolved against them. This is discoverable, if you engage an advocate to undertake due diligence on your behalf.

6. For newly constructed apartments or houses, due diligence goes further still.

Buying a unit in a new development is not just a land transaction, it is also a construction and compliance transaction, and the developer should be able to produce the full set of completion documents before you part with any deposit. These typically include: the Certificate of Occupation (confirming the building has been inspected and cleared for use); a licence from the National Environment Management Authority (NEMA); a Certificate of Compliance from the National Construction Authority (NCA); a Certificate of Practical Completion issued by the project architect; the relevant approvals or permits from the county government; and the floor plans or sectional plans and underlying architectural drawings. A developer unwilling or unable to produce these should be treated as a red flag, however finished the show unit looks.

7. Never paying a deposit to a personal account, before a proper written sale agreement is signed by an advocate for both sides.

A till number, a mobile money paybill “for speed,” or a name that doesn’t match the registered owner should each, on their own, be enough to stop the transaction and ask questions. Genuine sellers do not need your deposit to move faster than a legitimate search can be completed.

What Proper Due Diligence Actually Looks Like

At Karanu Kanai & Co. Advocates, when a client comes to us before signing anything, which is always the right time to come to us — a due diligence exercise typically covers:

1. An official search confirming registered proprietorship and any encumbrances (charges, cautions, restrictions), together with a green card search showing the parcel’s full ownership history.
2. Verification of the seller’s identity and authority — ID/passport, KRA PIN, and spousal consent or an affidavit for an individual seller; certificate of registration, KRA PIN, a company search (CR12), and a board resolution for a corporate seller.
3. Confirmation of land rates/rent clearance from the relevant county or national land office.
4. A physical inspection of the property, including confirming the beacons are present (and replaced where missing), obtaining the official area map, and, where warranted, engaging a licensed surveyor to independently confirm boundaries and size.
5. A review of any existing lease, sub-lease, or subdivision approvals, where relevant.
6. For new apartments or houses, the developer’s completion documents — Certificate of Occupation, a National Environment Management Authority (NEMA) licence, a National Construction Authority (NCA) Certificate of Compliance, the architect’s Certificate of Practical Completion, county approvals/permits, and the floor/sectional plans and architectural drawings.
7. Drafting (or reviewing) a proper agreement for sale that protects the deposit — for instance, holding it in an advocate’s client account pending completion, rather than releasing it directly to the seller.

What the Law — and the Courts — Actually Say

For a long time, most Kenyan buyers understood due diligence to mean one thing: a clean search at the Lands Registry confirming the seller as the registered proprietor. The Supreme Court has since elevated the requisite standard of due diligence, holding that a purchaser cannot discharge that duty by conducting a search alone, but must go further to establish the historical root of title.

The starting point is the Land Registration Act, 2012. Sections 24 to 26 provide that registration confers ownership and that a certificate of title is prima facie evidence of proprietorship, meaning it is a strong starting presumption, not an unchallengeable guarantee. Crucially, section 26 sets out the exceptions: a title can still be challenged where it was obtained through fraud or misrepresentation, or acquired illegally, unprocedurally, or through a corrupt scheme.

In the landmark determination of Dina Management Limited v County Government of Mombasa & 5 Others [2023] eKLR, the appellant, a company that had acquired a beachfront parcel in Nyali for a consideration of KES 18 million, and which had, prior to purchase, conducted an official search at the Lands Registry confirming the vendor as the registered proprietor, was nonetheless found not to be a bona fide purchaser for value. The Supreme Court held that the first allocation of the suit property, decades earlier, had been irregular, the land having been reserved public land designated for beach access, and that no valid title could therefore have passed down the subsequent chain of transfers to the appellant. The Court affirmed that where the root of title is defective, a purchaser cannot rely on the doctrine of the bona fide purchaser for value without notice to protect their interest, however innocent the acquisition; a certificate of title is not, on its own, conclusive proof of ownership where the underlying root of title is impugned. Purchasers, the Court held, bear the onus of establishing that the property was lawfully and regularly acquired from its inception, meaning that due diligence must extend beyond a registry search to an inquiry into the historical root of the title.

For buyers, the practical lesson is blunt: the standard due diligence checklist most Kenyans grew up trusting, a search is no longer sufficient protection, particularly for land that was originally government or trust land. We now advise clients to go further: doing a historical search and requesting for documents such as an allotment letter and physical planning approvals. None of this is designed to frighten buyers away from the market. It is designed to make one point clear: due diligence today has to be deeper than it was a decade ago.

Before You Send That Deposit and Commit to a Purchase Transaction

Urgency is the oldest trick in the book. Slow down. Have the necessary due diligence done. Verify the seller. Walk the land. Engage an Advocate to prepare and review the Agreement for Sale. Then, and only then, can you commit to the transaction.

This article is for general information only and does not constitute legal advice. Before committing a deposit on any land or property transaction or purchasing any property, speak to a member of our Conveyancing & Commercial team at Karanu Kanai & Company Advocates.