This Act may be cited as the Limited Liability Partnership Act, 2011.
In this Act, unless the context otherwise requires—
include—
invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry; and
documents and records that record such entries; and
such working papers and other documents as are necessary to explain the methods and calculations by which accounts are made up;
, in relation to a member of a limited liability partnership, means—
if a natural person, the person’s usual residential address;
if a body corporate, the body’s registered office;
has the meaning assigned to it under the Companies Act, 2015 (No. 17 of 2015);
means a company registered under the Companies Act (No. 17 of 2015);
means the Attorney General, any criminal investigation agency established by law, law enforcement agencies including the Financial Reporting Centre and Kenya Revenue Authority;
, in relation to property, includes any conveyance, assignment or transfer of, or any mortgage or charge over, the property;
means—
in the case of a person issued with an identity card, the number of the person’s identity card; or
in the case of a person not issued with an identity card, particulars of the person’s passport or other available evidence sufficient to identify the person;
means a partnership registered under this Act;
, in relation to a limited liability partnership, means an agreement (expressed or implied)—
between the partners of the partnership; or
between the partnership and its partners, that determines the mutual rights and duties of the partners and their rights and duties in relation to the partnership;
includes the Official Receiver when acting as the liquidator of a corporation;
, in relation to a limited liability partnership, means a person who (whether or not a partner of the partnership) is concerned in, or takes part in, the management of the partnership (whether or not the particulars or consent of that partner to act as such are lodged with Registrar as required under section 27(2);
means the Minister for the time being responsible for matter relating to limited liability partnerships;
includes neglect and omission;
means an individual, group of individuals or legal person that issues instructions, directly or indirectly, to a nominee to act on their behalf in the capacity of a partner;
means an individual or legal person instructed by the nominator to act on their behalf in a certain capacity regarding a limited liability partnership;
includes liability;
, in relation to a limited liability partnership, means—
a manager of the limited liability partnership;
a receiver and a manager of a part of the undertaking of the partnership appointed under a power contained in an instrument; or
a liquidator of the partnership appointed in a voluntary winding up, but does not include—
a receiver who is not a manager;
a receiver and manager appointed by the Court; or
a liquidator appointed by the Court or by the creditors;
, in relation to a limited liability partnership, means a person who has been admitted as a partner in the partnership in accordance with the relevant limited liability partnership agreement;
includes rights and authorities;
includes things in action;
includes any book, account, document, paper or other source of information compiled, recorded or stored in written form, or on microfilm, or by electronic process, or in any other manner or by any other means;
means the Register of Limited Liability Partnerships established and maintained under this Act;
means the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under section 3, and includes a Deputy Registrar or Assistant Registrar appointed under that section.
There shall be a Registrar of Limited Liability Partnerships.
The Registrar of Companies is the Registrar of Limited Liability Partnerships.
There shall be a Deputy Registrar of Limited Liability Partnerships and Assistant Registrars of Limited Liability Partnerships.
The Registrar may authorize the Deputy Registrar or an Assistant Registrar to perform and exercise such of the Registrar’s functions and powers as the Registrar may from time to time specify.
Functions and powers of the Registrar performed or exercised in accordance with an authority conferred under subsection (4) are taken to have been performed or exercised by the Registrar.
The Registrar may refuse to register an entity (including an existing partnership or a private company) as a limited liability partnership if the Registrar is not satisfied with the information purporting to be provided under this Act in respect of the entity.
The Registrar may require any document to be lodged under this Act to be lodged electronically.
If a document is required to be lodged with the Registrar electronically, the Registrar may allow the document to be lodged by an agent of the person who is required to lodge it, subject to such conditions (if any) as the Registrar may impose from time to time.
A copy of a document lodged electronically with the Registrar under this Act, purporting to be certified by the Registrar as being a true copy of the original document, is, in the absence of evidence to the contrary, admissible in all legal proceedings as proof of the original document.
A limited liability partnership is an entity formed by being registered under this Act.
On being registered under this Act, a limited liability partnership becomes a body corporate with perpetual succession with a legal personality separate from that of its partners.
A change in the partners of a limited liability partnership does not affect the existence, rights or obligations of the limited liability partnership.
A limited liability partnership is, in its name, capable of—
suing and being sued;
acquiring, owning, holding and developing or disposing of movable and immovable property; and
doing such other acts and things as a body corporate may lawfully do.
A limited liability partnership is required to acquire and maintain a common seal that bears its name and to use the seal for the execution of all documents that by law are required to be sealed.
The Partnerships Act shall apply to a limited liability partnership except so far as a provision of this Act otherwise expressly provides.
A natural person or a body corporate may be a partner in a limited liability partnership.
A trade union is not a body corporate for the purposes of subsection (1).
A limited liability partnership shall be solely obligated to an issue arising from contract, tort or otherwise.
A person is not personally liable, directly or indirectly, for an obligation referred to in subsection (1) only because the person is a partner of the limited liability partnership.
Subsection (1) shall not affect the personal liability of a partner in tort for the wrongful act or omission of that partner.
A partner is not personally liable for the wrongful act or omission of another partner of the limited liability partnership.
If a partner of a limited liability partnership is liable to a person other than another partner of the partnership as a result of a wrongful act or omission of that partner in the course of the business of the limited liability partnership or with its authority, the partnership is liable to the same extent as that partner.
The liabilities of a limited liability partnership are payable out of the property of the limited liability partnership.
A partner of a limited liability partnership is the agent of the limited liability partnership.
Notwithstanding subsection (1), a limited liability partnership is not bound by anything done by a partner in dealing with a person if—
the partner has in fact no authority to act for the limited liability partnership by doing that thing; and
the person knows that that person has no authority or does not know or believe that person to be a partner of the limited liability partnership.
If a person has ceased to be a partner of a limited liability partnership, the former partner is, in relation to a person dealing with the partnership, to be treated as still being a partner of the partnership, unless—
the person has notice that the former partner has ceased to be a partner of the limited liability partnership; or
the former partner has ceased to be a partner of the limited liability partnership and notice of that fact has been delivered to the Registrar.
Except as otherwise provided by this Act, the mutual rights and duties of the partners of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its partners, are governed—
by the limited liability partnership agreement; or
if there is no such agreement or there is such an agreement but it does not deal with a particular matter, by the First Schedule.
Any reference to a resolution of the partners in relation to a particular matter is reference to a resolution passed by all of the partners unanimously or by such number of them as may be specified by the limited liability partnership agreement as the number required to pass such a resolution.
A partner of a limited liability partnership may cease to be a partner—
by complying with the requirements of the relevant limited liability partnership agreement; or
in the absence of such an agreement, by giving not less than ninety days’ notice to the other partners of the intention of the partner to resign as partner.
A partner of a limited liability partnership also ceases to be a partner on the partner’s death or on dissolution of the partnership.
If a person ceases to be a partner of limited liability partnership, then, unless otherwise provided for in the limited liability partnership agreement (if any), that person, or the person’s personal representative, or the liquidator (if any) of the partner’s estate, is entitled to receive from the limited liability partnership an amount—
equal to the person’s capital contribution to the limited liability partnership and the person’s right to share in the accumulated profits of the limited liability partnership after the deduction of losses of the limited liability partnership; and
determined as at the date the person ceased to be a partner.
A person who was formerly a partner of a limited liability partnership, or, if the person has died, the person’s personal representative or a liquidator is not entitled to interfere in the management of the partnership.
This section applies to a limited liability partnership unless otherwise provided for in the relevant limited liability partnership agreement.
If a partner of the limited liability partnership is adjudicated bankrupt by a court in Kenya or elsewhere, the bankruptcy is not by itself cause for the partner to cease being a partner of the partnership, but the restriction on the partner being a manager of the partnership under Part VI applies.
The Official Receiver or a trustee of the estate of the bankrupt partner is not entitled to interfere in the management of the limited liability partnership but is entitled to receive distributions from the partnership that the bankrupt partner is entitled to receive under the limited liability partnership agreement.
This section applies to a limited liability partnership unless otherwise provided for in the limited liability partnership agreement.
A partner in a limited liability partnership may assign the whole or any part of the partner’s interest in the partnership but only to the extent that the assignee becomes entitled to receive distributions from the partnership that the partner would otherwise have been entitled to receive.
An assignment under subsection (2)—
terminates the partner’s partnership in the partnership; and
entitles the assignee to participate in the management of the limited liability partnership.
Two or more persons associated for carrying on a lawful business with a view to making a profit may, by complying with the registration requirements of this Part, register (the persons) as a limited liability partnership under this Act.
For an entity to be registered as a limited liability partnership under this Act, a statement that complies with subsection (2) shall be lodged with the Registrar.
A statement complies with this subsection if it is signed by each person who proposes to be a partner of the proposed limited liability partnership and contains the following information—
the name of that partnership;
the general nature of the proposed business of that partnership;
the proposed registered office of that partnership;
the name, identity document (if any), nationality, and usual place of residence of each person who will be a partner of the partnership;
if any of the persons referred to in paragraph (d) is a body corporate—
the body’s corporate name;
the body’s place of incorporation or registration;
the body’s registration number (if any); and
the registered office of the body to which all communications may be addressed;
the name, identity document (if any), nationality and the usual place of residence of each person who will be a manager of the partnership and, if any such person is a body corporate—
the corporate name, place of incorporation or registration number (if any) of the body; and
the registered office of the body to which all communications may be addressed; and
a copy of the register of beneficial owners;
such other information concerning the proposed limited liability partnership as may be prescribed by the regulations.
The statement shall be in a form prescribed or approved by the Registrar and be accompanied by the prescribed fee (if any).
The Registrar may, in a particular case, require the statement to be verified in a manner that the Registrar considers appropriate.
The Registrar may refuse to register the partnership as a limited liability partnership if such a requirement is not complied with. [Act No. 10 of 2023, Sch.]
As soon as practicable after receiving the statement lodged under section 17 and being satisfied that the requirements of that section and section 20 have been complied with, the Registrar shall—
register the statements; and
issue a certificate of registration to the persons who lodged the statement.
A certificate of registration is conclusive evidence that—
the requirements of section 17 and section 20 have been complied with; and
the limited liability partnership is registered by the name specified in the certificate.
If not satisfied that the requirements of section 17 and section 20 have been complied with in relation to an entity, the Registrar shall refuse to register the entity as a limited liability partnership under this Act.
Without limiting section 18, the Registrar shall refuse to register an entity as a limited liability partnership under this Act if satisfied that—
the entity is likely to be operated for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Kenya; or
it would be contrary to the national security or public interest for the entity to be so registered.
The Minister responsible for internal security may, by notice in writing given to the Registrar, certify that the Minister is satisfied that it would be contrary to the national security or the public interest for an entity to be registered as a limited liability partnership under this Act.
In making a decision under subsection (1), the Registrar shall take into account any relevant certificate notified to the Registrar under subsection (2).
The name of a limited liability partnership shall end with—
the expression "limited liability partnership"; or
the abbreviation "llp" or "LLP".
A limited liability partnership that is registered under this Act may not carry on business under a name that is not registered under section 18 or section 32.
The registration of a name under which a limited liability partnership carries on business does not authorise the use of that name if, apart from that registration, the use of that name is prohibited.
A limited liability partnership that contravenes this section commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.
The Registrar may refuse to register a limited liability partnership under a name, or allow a limited liability partnership to change its name to one that in the opinion of the Registrar is—
undesirable;
identical to that of any other limited liability partnership, corporation or business name;
identical to a name that is being reserved under this section, the Business Names Act (Cap. 499) or the laws relating to Companies; or
a name of a kind that the Minister has, by written notice, directed the Registrar not to accept for registration.
A person may apply to the Registrar in the prescribed manner for the reservation of a name specified in the application as—
the name of a proposed limited liability partnership; or
the name to which a limited liability partnership proposes to change its name.
On receiving an application under subsection (2) and on payment of the prescribed fee the Registrar shall, if satisfied that the name to be reserved is not one that may be rejected on a ground referred to in subsection (1), reserve the name for a period of two months from the date on which the application was lodged or for such longer period as the Registrar may specify.
If the Registrar is satisfied that a limited liability partnership has been registered under a name that—
is a name referred to in subsection (1); or
nearly resembles the name of any other limited liability partnership or company or a business name as to be likely to be mistaken for it,
the Registrar may direct the limited liability partnership to change its name.
A direction may be given under subsection (4) whether the name was registered through inadvertence, mistake or otherwise and whether at the time the partnership was first registered or when it changed its name.
A limited liability partnership shall comply with a direction given to it under subsection (4) within six weeks after being notified of the direction or within such longer period as the Registrar may allow.
A person may, in writing, apply to the Registrar to give a direction to a limited liability partnership, to change its name on a ground referred to in subsection (4)(a) or (b).
The Registrar shall not consider an application under subsection (6) to give a direction to a limited liability partnership on the ground referred to in subsection (4)(b) unless the Registrar receiving the application within twelve months after the date of the registration of the partnership under that name.
A limited liability partnership which fails to comply with a direction given under subsection (4) commits an offence and is liable on conviction to a fine not exceeding fifty thousand shillings.
If, after being convicted of an offence under subsection (8), a limited liability partnership still fails to comply with a direction given under subsection (4), the partnership commits a further offence on each day or part of a day during which the failure continues and is liable on conviction to a fine not exceeding five thousand shillings for each such offence.
The Registrar may, if it is satisfied that a limited liability partnership is directed under subsection (4) to change its name had applied for registration under that name in bad faith, require the partnership to pay the Registrar such penalty as may be prescribed and the Registrar may, by proceedings brought in a court of competent jurisdiction, recover such a fee as a debt due to the Registrar.
A limited liability partnership which is aggrieved by a direction of the Registrar under subsection (4) or a requirement of the Registrar under subsection (10) may, within thirty days after the date of the direction or requirement, appeal to the Minister.
As soon as practicable after deciding to refuse to register an entity as a limited liability partnership under section 16, section 17 or section 19, the Registrar shall, in writing given to the persons who lodged the statement in relation to the entity, notify them of the decision and the reasons on which the decision was based.
The Registrar may not make a decision refusing to register an entity as a limited liability partnership without giving the persons concerned an opportunity to show cause as to why the entity should be so registered.
A person who is notified of the decision of the Registrar in accordance with [section 22] may, within thirty days after being so notified, appeal to the Court against the decision appeal to the Minister against the decision.
A partnership may convert itself into a limited liability partnership by satisfying the requirements of the Second Schedule.
On conversion—
the limited liability partnership to which the partnership has converted; and
the partners of that limited liability partnership, are bound by the Second Schedule.
In this section and in the Second Schedule, "convert", in relation to a partnership converting to a limited liability partnership, means a transfer of the property, assets, interests, rights, privileges, liabilities, obligation and the undertaking of the partnership to the limited liability partnership in accordance with the Second Schedule.
A private company may convert itself into a limited liability partnership by satisfying the requirements set out in the Third Schedule.
When a private company is converted to a limited liability partnership in accordance with subsection (1)—
the company;
its shareholders;
the limited liability partnership into which the private company is converted; and
the partners of that limited liability partnership, are bound by the Third Schedule.
A limited liability partnership is required to have at least two partners.
If a limited liability partnership carries on business with only one person as partner for more than two years, that person shall be personally liable, jointly and severally with the partnership, for any obligation of the partnership incurred during the period that the partnership carries on business beyond those two years if, at the time the obligation was incurred, that person—
was a partner of the partnership; and
knew or ought to have known that the partnership was carrying on business with fewer than two partners beyond those two years.
A limited liability partnership shall have at least one manager who is a natural person who has attained the age of eighteen years and who is resident in Kenya.
A limited liability partnership shall lodge with the Registrar, in the manner prescribed by the Registrar—
the details of the person who is designated as manager of the partnership; and
the consent of that person to act as the partnership manager.
A manager of a limited liability partnership—
shall be personally responsible for ensuring that the partnership complies with sections 29 sections 32 and sections 33; and
shall be personally liable for all penalties imposed on the partnership for any failure to comply with or contravention of those sections, unless the manager satisfies the court that the manager should not be liable.
If a limited liability partnership fails to comply with subsection (1), the partnership and each of its partners commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.
A limited liability partnership that fails to comply with subsection (2) commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.
If, after being convicted of an offence under subsection (4), a limited liability partnership still fails to comply with subsection (1), the partnership and each of its partners commit a further offence on every day or part of a day during which the failure continues after the conviction and shall be liable on conviction to a fine not exceeding five thousand shillings for each such offence.
If, after being convicted of an offence under subsection (5), a limited liability partnership still fails to comply with subsection (2), the partnership and each of its partners commit a further offence on every day or part of a day during which the failure continues after the conviction and shall be liable on conviction to a fine not exceeding five thousand shillings for each such offence.
If a limited liability partnership has more than one manager—
anything that the manager is required to do under this Act may be done by any one of the managers; and
anything that constitutes an offence by a manager under this Act constitutes an offence by each of the managers.
A reference in this Act to the manager of a limited liability partnership is, if the partnership has only one manager, a reference to that manager.
A reference in this Act to the doing of an act by two or more managers of a limited liability partnership that has only one manager is a reference to the doing of that act by that manager.
A limited liability partnership shall file its annual returns with the Registrar within thirty days of the anniversary of its registration under this Act or any other period as the Registrar may upon application allow.
The annual returns referred to under subsection (1) shall contain the following information—
the address of the limited liability partnership’s registered office and, if a post office box number is known, the physical address of that office;
the limited liability partnership’s principal business activities;
a declaration of solvency or insolvency;
the particulars prescribed by the regulations of—
the manager of a limited liability partnership;
the partners; and
any person appointed by the limited liability partnership as an authorised person.
If a limited liability partnership fails to comply with the requirements of subsection (1), the limited liability partnership or any officer of the limited liability partnership in default is liable to pay to the Registrar an administrative penalty of two thousand shillings. [Act No. 10 of 2023, Sch.]
A limited liability partnership shall keep such accounting and other records as will—
sufficiently explain the transactions and financial position of the partnership; and
enable a profit and loss account and a balance sheet to be prepared, from time to time that gives a true and fair view of the state of affairs of the partnership.
A limited liability partnership shall retain its accounting records for not less than seven years after completion of the matters to which they relate.
A limited liability partnership shall keep its accounting records at such place as the partners consider fit and shall at all times be open to inspection by the partners.
The Registrar may, by notice in writing to the limited liability partnership or any of its partners, require the partnership or that partner to produce the partnership’s accounting records for inspection by the Registrar at such time or with such period, and at such place, as is specified by that notice.
If a limited liability partnership fails to comply with subsection (1), (2) or (3) The partnership and each of the partners commits an offence and is liable on conviction—
if the offender is a natural person, to a fine not exceeding one hundred thousand shillings or to imprisonment for a term not exceeding two years or to both; and
if the offender is a body corporate, to a fine not exceeding one hundred thousand shillings.
A person who fails to comply with a notice given under subsection (4) commits an offence and is liable—
if the offender is a natural person, to a fine not exceeding one hundred thousand shillings or to imprisonment for a term not exceeding two years, or to both; and
if the offender is a body corporate, to a fine not exceeding one hundred thousand shillings.
A limited liability partnership shall establish and maintain a registered office within Kenya to which all communication and notices to the partnership are to be addressed.
A document may be served on a limited liability partnership by delivering it at or sending it by post, to the partnership’s registered office.
A limited liability partnership may change the address of its registered office by lodging with the Registrar a notice of change in the manner determined by the Registrar and such a change takes effect when the notice is lodged.
A limited liability partnership shall keep at its registered office—
a notice of registration issued under this Act;
a register of the name and address of each partner, manager representative where applicable;
a copy of the most recent annual declaration of solvency or insolvency;
a copy of any statement lodged with the Registrar under this Act;
a copy of a certificate, if any, issued by the Registrar under this Act;
a copy of the limited liability partnership agreement and any amendment thereto;
a register of charges and security rights created under the Movable Property Security Rights Act, 2017; and
any other documents that the Registrar may, from time to time, require to be kept.
A limited liability partnership shall lodge with the Registar, a copy of the register of the name and address of each partner, manager and legal representative where applicable, within thirty days of its preparation.
A limited liability partnership shall keep the documents in subsection (1) for a minimum period of seven years.
The documents kept under subsection (1) shall be available for inspection or copying during ordinary business hours at the request of a partner.
A partner who is deprived of the right to inspect the documents kept under subsection (1) may apply to the High Court to compel the limited liability partnership to provide the documents.
A limited liability partnership that fails to comply with this section commits an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand shillings and, in the case of a continuing offence, to a further fine not exceeding fifty thousand shillings for each day that the offence continues.
The provisions of this section shall apply to foreign limited liability partnerships. [Act No. 10 of 2023, Sch.]
Every limited liability partnership shall keep a register of its beneficial owners.
A limited liability partnership shall enter in its register of beneficial owners, information relating to its beneficial owners as prescribed in the regulations.
A limited liability partnership shall lodge with the Registrar a copy of its register of beneficial owners—
in the case of a proposed limited liability partnership, when submitting documents provided under section 17 of this Act; and
in the case of existing limited liability partnership, within sixty days of coming into force of this section.
The Registrar may, on the application of the limited liability partnership or for any other reason the Registrar thinks fit, extend the period referred to in subsection (3)(b) for a period not exceeding thirty days.
A limited liability partnership shall lodge with the Registrar a copy of any amendment to its register of beneficial owners within fourteen days after making the amendment.
Every limited liability partnership shall keep records of its beneficial owner’s information for at least ten years from the date, which a person ceases to be a beneficial owner.
If a limited liability partnership fails to comply with the requirements of subsection (5), the limited liability partnership and each manager in default is liable to pay to the Registrar, an administrative penalty of two thousand shillings.
If the limited liability partnership continues to fail to comply with the requirement of subsection (7), the limited liability partnership and each manager in default is liable to pay to the Registrar a further administrative penalty of one hundred shillings for each day of default.
If the limited liability partnership does not comply with subsection (1) or subsection (6), the limited liability partnership, and each officer in default, commits an offence and on conviction are each liable to a fine not exceeding five hundred thousand shillings.
If, after a limited liability partnership or any of its officers is convicted of an offence under subsection (9), the limited liability partnership continues to fail to comply with the relevant requirement, the limited liability partnership, and each officer of the company who is in default, commits a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding fifty thousand shillings for each such offence.
Notwithstanding provisions of subsection (9) and (10), the Registrar may give a direction to a limited liability partnership that is in breach of subsection (3)(b) specifying—
the statutory requirement of which the limited liability partnership is in breach;
the action that the limited liability partnership is required to take;
that the limited liability partnership has to comply with the direction within fourteen days; and
the consequence provided for under section 33D for failure to comply with the direction by the Registrar.
[Act No. 10 of 2023, Sch.]
Every limited liability partnership shall keep a register of nominee partners at its registered office.
A limited liability partnership shall enter in its register of nominee partners—
the name and address of the nominee partner;
the date on which the person became a nominee partner; and
the name and address of the partner’s nominator.
Every limited liability partnership registered before the coming into effect of this provision shall lodge with the Registrar, a copy of its register of nominee partners within sixty days of coming into effect of this provision.
A limited liability partnership shall lodge with the Registrar, a copy of any amendment to its register of nominee partners within fourteen days after making the amendment.
The register of nominee partners shall not be open to inspection by members of the public.
If a limited liability partnership fails to comply with a requirement under subsection (3) or subsection (4), the limited liability partnership, and each officer in default is liable to pay to the Registrar, an administrative penalty of two thousand shillings.
This section shall apply to foreign limited liability partnerships. [Act No. 10 of 2023, Sch.]
A limited liability partnership shall ensure that no invoice or other document relating to the partnership business is issued unless it bears—
the name and registration number of the partnership; and
a statement that it is registered with limited liability.
A limited liability partnership that fails to comply with subsection (1) commits an offence and is liable on conviction to a fine not exceeding fifty thousand shillings.
If after being convicted of an offence under subsection (2), a limited liability partnership fails to comply with subsection (1), the partnership and each of its partners if, after being convicted of an offence under subsection (4), a limited liability partnership still fails to comply with subsection (1), the partnership and each of its partners commit a further offence on every day or part of a day during which the failure continues after the conviction and shall be liable on conviction to a fine not exceeding five thousand shillings for each such offence.
Whenever a change occurs in any of the details registered in respect of a limited liability partnership, the partnership shall, within fourteen days after the change, lodge with the Registrar a statement specifying the nature and effective date of the change and such other information (if any) as is prescribed by the regulations.
A person who ceases to be a partner or a manager of a limited liability partnership may personally lodge with the Registrar the statement referred to in subsection (1) if that partner or manager reasonably believes that the partnership will not lodge the statement with the Registrar.
The Registrar may, in any particular case, require a statement lodged under subsection (1) to be rectified in a manner the Registrar considers fit.
Any statement required to be lodged under this section may be lodged in the manner specified by the Registrar.
Where the Registrar determines that a limited liability partnership is not carrying on business or is not in operation, the Registrar may send to the registered address of the limited liability partnership or by other means as Regulations may prescribe, a communication inquiring whether the limited liability partnership is carrying on business or is in operation.
For purposes of subsection (1), grounds upon which the Registrar may form a reasonable belief that a limited liability partnership is not carrying on business may include—
where a limited liability partnership has failed to file annual returns for a period of five years or more; or
where a limited liability partnership has failed to comply with the requirement to lodge a copy of the register of beneficial ownership after being issued with a directive under section 31B.
The Cabinet Secretary may provide in regulations, grounds upon which a limited liability partnership may be considered not to be carrying on business for the purpose of this section.
A limited liability partnership shall respond within one month of the date of the communication from the Registrar under subsection (1).
Where the Registrar does not receive any response as required under subsection (4), the Registrar shall notify the limited liability partnership that—
no response has been received; and
if no response is received within one month after the date of notification under this subsection, the limited liability partnership shall be struck off.
Where the Registrar receives a response continuing that the limited liability partnership is not carrying on business or is not in operation, the Registrar shall direct the limited liability partnership to make an application for strike off.
Where the Registrar does not receive a response on application under subsection (6) within one month, the Registrar may, by notice in the Kenya Gazette notify the limited liability partnership that, at the end of a period of three months from the date of the notice, the name of the stated limited liability partnership shall, unless cause is shown to the contrary, be struck off from the Register and the limited liability partnership shall be dissolved.
Upon expiry of the period specified in the notice sent under subsection (5), the Registrar may, unless cause to the contrary, strike off the name of the limited liability partnership from the register.
After striking off under this section, the Registrar shall publish in the Kenya Gazette a notice indicating that the name of the limited liability partnership has been struck off from the Register.
On publication of the notice under subsection (9), the limited liability partnership shall be dissolved.
Despite subsection (10)—
any liability incurred by a manager or partner of the limited liability partnership continues to accrue to that manager or partner and may be enforced as if the limited liability partnership had not been dissolved; and
nothing in this section shall affect the power of the Court to liquidate a limited liability partnership which is struck off under this section.
[Act No. 10 of 2023, Sch.]
Where a limited liability partnership is in liquidation and—
the Registrar reasonably believes that—
the affairs of the limited liability partnership are fully wound up; or
no liquidator is acting; and
the returns required to be made by the liquidator in respect of the limited liability partnership have not been made for six consecutive months,
the Registrar shall publish a notice in the Kenya Gazette and notify the limited liability partnership or the liquidator that at the end of the notice, the name of the limited liability partnership shall, unless cause is shown to the contrary, be struck off from the Register and the partnership dissolved.
Upon expiry of the period specified in the notice under subsection (1), the Registrar may, unless cause is shown to the contrary, strike off the name of the limited liability partnership from the register.
After striking the name of the limited liability partnership off the Register under subsection (2), the Registrar shall publish a notice in the Kenya Gazette that the name of the limited liability partnership has been struck off from the Register.
On publication of the notice under subsection (3), the limited liability partnership shall be deemed to be dissolved.
Despite subsection (4)—
any liability incurred by a manager and partner of the limited liability partnership shall continue to accrue to that manager or partner and may be enforced as if the limited liability had not been dissolved; and
nothing in this section shall affect the power of the Court to liquidate a limited liability partnership which is struck off under this section.
[Act No. 10 of 2023, Sch.]
The Registrar may strike off the name of a limited liability partnership from the Register on application by a limited liability partnership.
An application under this section shall only be effective if—
it is made on behalf of the limited liability partnership by its manager or by a majority of the partners; and
it contains such information as prescribed by regulations.
The Registrar may not strike off the name of a limited liability partnership from the Register under this section until after three months from the date of the publication of a notice in the Kenya Gazette—
stating that the Registrar may exercise the power under this section in relation to the limited liability partnership; and
inviting any person to show cause why the name of the limited liability partnership should not be struck off.
After striking the name of the limited liability partnership off the Register, the Registrar shall publish in the Gazette a notice that the limited liability partnership’s name has been struck off the Register and the date of the striking off.
On publication of the notice under subsection (4), the limited liability partnership shall be deemed to be dissolved.
Despite subsection (5)—
any liability incurred by a manager or partner of the limited liability partnership shall continue to accrue to that manager or partner and may be enforced as if the limited liability partnership had not been dissolved; and
nothing in this section shall affect the power of the Court to liquidate a limited liability partnership which is struck off under this section.
[Act No. 10 of 2023, Sch.]
An application under section 33C shall not be made if, at any time during the preceding three months, the limited liability partnership has—
changed its name;
carried on business;
made a disposal for value of property that, immediately before ceasing to carry on business, it held for the purpose of disposal for gain in the normal course of carrying business; or
engaged in any other activity, except one that is—
necessary or expedient for the purpose of making an application under section 33C, or deciding whether to make an application;
necessary or expedient for the purpose of closing down the affairs of the partnership;
necessary or expedient for the purpose of complying with any statutory requirement; or
specified by the Cabinet Secretary by order made under subsection (2); or
commenced insolvency process under the Insolvency Act, 2015 (No. 18 of 2015), for the purposes of dissolving the limited liability partnership.
The Cabinet Secretary may, by order published in the Kenya Gazette—
specify an activity for the purpose of subsection (1)(d)(iv); or
alter the period in relation to which the performance of an act referred to under that subsection is relevant.
For the purposes of this section, a limited liability partnership shall not be treated as carrying on business only because it makes a payment in respect of a liability incurred in the course of carrying on business. [Act No. 10 of 2023, Sch.]
An applicant may, at any time before a limited liability partnership’s name is struck of through a prescribed notice to the Registrar withdraw an application to strike of a limited liability partnership’s name of the register.
Upon receipt of the notice of withdrawal under subsection (1), the Registrar shall—
send to the limited liability partnership’s registered address, a notice that the application to strike off the name of the limited liability partnership from the Register has been withdrawn; and
where a notice to strike off the limited liability partnership had been published, publish a notice in the Kenya Gazette indicating that the application to strike off has been withdrawn.
[Act No. 10 of 2023, Sch.]
An applicant may, by written notice to the Registrar, object an application to strike a limited liability partnership’s name off the register at any time before the limited liability partnership’s name is struck off the register.
An objection under this section shall be made on the ground that there is reasonable cause why the name of the limited liability partnership should not be struck off.
An objection to the striking off under subsection (1) shall be submitted to the Registrar by notice in the prescribed form and manner.
Upon receipt of a notice of objection, the Registrar shall—
where applicable, notify the applicant in writing of the objection; and
in deciding whether to allow the objection, take into account such considerations as may prescribed by regulations.
[Act No. 10 of 2023, Sch.]
A manager in a limited liability partnership shall be required to keep records specified under this Part for at least seven years after the limited liability partnership has been struck off.
Any person who contravenes this section commits an offence and shall be liable, on conviction, to a fine not exceeding five hundred thousand shillings. [Act No. 10 of 2023, Sch.]
The Registrar may restore the name of a limited liability partnership to the Register if satisfied that the striking off is a result of a mistake of the Registrar.
For purposes of subsection (1), “a mistake of the Registrar” excludes a mistake that is made on the basis of wrong, false or misleading information given by the applicant in connection with the application for striking off of the name of the limited liability partnership from the Register.
The Registrar may restore the name of a limited liability partnership to the Register by publishing in the Gazette a notice declaring the restoration takes effect on the date of publication of the notice. [Act No. 10 of 2023, Sch.]
An application may be made to the Court to restore to the Register a limited liability partnership that has been struck from the Register.
An application under subsection (1) may be made by—
the Attorney General;
a former partner of the firm;
any person who would appear to the Court to have an interest in the limited liability partnership; or
a former manager.
[Act No. 10 of 2023, Sch.]
Where the name of a limited liability partnership is restored to the Register under this Act, the limited liability partnership shall be deemed to be in existence as if its name had not been struck off the register.
The limited liability partnership is not liable for any liability arising from an obligation to file any document with the Registrar during the time within which it was struck off. [Act No. 10 of 2023, Sch.]
The Registrar shall, subject to this Act, keep a register of limited liability partnerships.
The Register shall comprise of—
the information relating to limited liability partnerships that is contained in documents lodged or filed with, or delivered to, the Registrar under this or any other Act;
certificates of registration issued by the Registrar; and
certificates of registration of limited liability partnership’s charges and security rights created under the Movable Property Security Rights Act, 2017.
The Registrar shall keep records of a struck off limited liability partnership for at least seven years after which the Registrar may arrange for the records to be transferred to the Kenya National Archives and Documentation Service.
Any person may, upon payment of the prescribed fee—
inspect any public document lodged with the Registrar under this Act; or
apply for a certified or uncertified copy of a document forming part of the public records held by the Registrar.
The Registrar shall not disclose permit the inspection of any personal identifiable information including—
telephone numbers and emails;
residential address; or
any other information that may be restricted from disclosure by any other law.
The Registrar may disclose the information in subsection (5)—
to competent authorities; or
where the Court orders such information to be disclosed.
[Act No. 10 of 2023, Sch.]
A person in respect of which an entry in a register—
has been omitted;
is incorrect; or
has been included in error,
may apply to the Registrar for rectification of the register.
Upon receipt of the application under subsection (1), the Registrar may require the applicant to produce such document or furnish such information as the Registrar deems necessary in order to form an opinion whether the register is to be rectified.
The Registrar shall give notice of that application to such other person the as Registrar may identify being a person who appears to the Registrar to be concerned or to have an interest in the business.
The Registrar may proceed to rectify the register where no objection is received from persons notified in subsection (3) above.
The Registrar may, without an application being made under subsection (1), rectify the register where, in the view of the Registrar an entry—
has been omitted;
is incorrect; or
has been included in error:
Provided that the Registrar shall take into account fair administrative actions before rectifying the register.
Notwithstanding subsection (1), the Registrar may refuse any application if the error, mistake or omission does not arise in the ordinary course of the discharge of the duties of the Registrar.
Any person aggrieved by the refusal of the Registrar to rectify the particulars in the register may, within thirty days of the decision of the Registrar, appeal to the High Court for determination. [Act No. 10 of 2023, Sch.]
If a limited liability partnership becomes insolvent, the provisions of the Insolvency Act, 2015 (No. 18 of 2015), shall apply with respect to the conduct of the receivership or management of the affairs of the partnership.
If a limited liability partnership becomes liquidated, the provisions of the Insolvency Act, 2015 (No. 18 of 2015) shall apply. [Act No. 10 of 2023, Sch.]
A foreign limited liability partnership shall not carry on business in Kenya unless it is registered as a foreign limited liability partnership under this Act.
A person who contravenes subsection (1) commits an offence and shall be liable, on conviction, to a fine not exceeding two hundred and fifty thousand shillings, or to imprisonment for a term not exceeding three years, or to both. [Act No. 10 of 2023, Sch.]
A person seeking to register a foreign limited liability partnership shall, in addition to the requirements under sections 17, 19 and 20 of this Act, make an application to the Registrar—
in the prescribed form; and
accompanied by a notarized copy of—
the certificate of registration from its country of origin or any other similar document;
the partnership agreement or any other similar document;
a list of partners and managers and their particulars; and
a list of beneficial owners and their particulars.
The name of a foreign limited liability partnership may be—
the name of the limited liability partnership under the law of the country or territory in which it is incorporated; or
an alternative name specified in accordance with this Act: Provided that the name complies with the provisions relating to names under this Act.
The Registrar shall, on being satisfied with the application and on payment of a prescribed fee—
register the foreign limited liability partnership;
allocate a registration number for the foreign limited liability partnership; and
issue a notice of registration in the prescribed form.
[Act No. 10 of 2023, Sch.]
A foreign limited liability partnership shall, for purposes of operating in Kenya, appoint at least one local representative who shall be—
a permanent resident in Kenya; or
a Kenyan citizen who ordinarily resides in Kenya.
A foreign limited liability partnership shall lodge with the Registrar the particulars of every person who acts as a local representative of the foreign limited liability partnership and the consent of the local representative to act as such.
The local representative shall issue and lodge with the Registrar a written notice of his or her intention to vacate the office to the foreign limited liability partnership.
Where the local representative has lodged a notice under subsection (3), he or she shall cease to be the local representative of the foreign limited liability partnership on expiry of thirty days from the date of the lodgment of the notice.
A foreign limited liability partnership and every partner of the foreign limited liability partnership who fails to comply with subsection (1) commits an offence. [Act No. 10 of 2023, Sch.]
A foreign limited liability partnership shall have a registered office in Kenya to which all communications and notices may be addressed. [Act No. 10 of 2023, Sch.]
A foreign limited liability partnership shall file its annual returns with the Registrar within thirty days of the anniversary of its registration under the Act or any other period as the Registrar may upon application allow.
The annual returns of a foreign limited partnership shall state the date to which it is made up and contain the following information—
the address of the foreign limited liability partnership’s registered office and, if a postal address is given, the physical address of that office;
the foreign limited liability partnership’s business activities;
a declaration of solvency or insolvency; and
the particulars prescribed by the regulations of—
the manager of a foreign limited liability partnership;
the partners; and
the local representative or any person appointed by the foreign limited liability partnership as an authorised person.
If a foreign limited liability partnership fails to comply with the requirements of subsection (1), the limited liability partnership and any officer of the limited liability partnership in default is liable to pay to the Registrar, an administrative penalty of two thousand shillings. [Act No. 10 of 2023, Sch.]
A foreign limited liability partnership that ceases operations in Kenya shall within seven days of such cessation, lodge with the Registrar a notice of the cessation.
The cessation of business shall take effect upon the lodging of the notice under subsection (1).
The obligation of any foreign limited liability partnership to lodge any document with the Registrar, except those documents that ought to have been lodged before such date, shall cease upon lodging of the notice under subsection (1).
The Registrar shall publish a notice in the Kenya Gazette indicating that after ninety days from the date of publication of the notice, the name of the specified foreign limited liability partnership shall, unless cause is shown to the contrary, be struck off the Register and the limited liability partnership shall be deemed to be dissolved.
Upon expiry of ninety days period specified under subsection (4), the Registrar shall—
remove the name of the foreign limited liability partnership from the Register; and
publish in the Kenya Gazette a notice indicating that the name of the foreign limited liability partnership has been struck off from the Register.
[Act No. 10 of 2023, Sch.]
A foreign limited liability partnership that is liquidated or dissolved shall, within thirty days after the liquidation or the dissolution, lodge or cause to be lodged with the Registrar a notice of such liquidation or dissolution in accordance with the Insolvency Act, 2015.
The Registrar shall, on receipt of the notice under subsection (1) publish the notice in the Kenya Gazette.
The Registrar shall, on expiry of ninety days from the date of publication of the notice under subsection (1)—
remove the name of the foreign limited liability partnership from the Register; and
publish in the Kenya Gazette a notice indicating that the name of the foreign limited liability partnership has been struck off from the Register.
[Act No. 10 of 2023, Sch.]
A local representative in a foreign limited liability partnership shall be required to keep records under this Act for at least seven years after the limited liability partnership has been struck off.
Any person who contravenes this section commits an offence and shall be liable, on conviction, to a fine not exceeding five hundred thousand shillings. [Act No. 10 of 2023, Sch.]
The Minister may make regulations, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed or that is necessary to be prescribed for carrying out or giving effect to this Act.
The Court may make rules, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed by rules.
The Limited Partnerships Act is repealed.
In this section— "existing limited liability partnership" means a limited liability partnership whose registration is continued under subsection (2); "repealed Act" means the Act repealed by section 37
The registration of a limited liability partnership under the repealed Act is, if in force under the repealed Act immediately before the commencement of this Act, continued under this Act.
All rights, powers, liabilities and duties, whether arising under the repealed Act or any other law, that immediately before the commencement of this Act were vested in, imposed on or enforceable by or against an existing limited liability partnership are continued under this Act.
All legal proceedings pending by or against an existing limited liability partnership immediately before the commencement of this Act continue under this Act.
The partners and managers of an existing limited partnership in office immediately before the commencement of this Act continue to hold office as the partners and managers of the partnership.