- Section 13 of Limited Liability Partnership Act CAP 30: How a partner ceases to be a member of a limited liability partnership.
(1) A partner of a limited liability partnership may cease to be a partner—
(a) by complying with the requirements of the relevant limited liability partnership agreement; or
(b) in the absence of such an agreement, by giving not less than ninety days’ notice to the other partners of the intention...
- Section 14 of Limited Liability Partnership Act CAP 30: What is the effect of a partner becoming bankrupt.
(1) This section applies to a limited liability partnership unless otherwise provided for in the relevant limited liability partnership agreement.
(2) If a partner of the limited liability partnership is adjudicated bankrupt by acourt in Kenya or elsewhere, the bankruptcy is not by itself cause for...
- Section 15 of Limited Liability Partnership Act CAP 30: Partner may assign interest in limited liability partnership.
(1) This section applies to a limited liability partnership unless otherwise provided for in the limited liability partnership agreement.
(2) 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...
- Section 16 of Limited Liability Partnership Act CAP 30: Registration of body as a 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.
- Section 17 of Limited Liability Partnership Act CAP 30: Requirements for registering limited liability partnerships.
(1) 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.
(2) A statement complies with this subsection if it is signed by each person who proposes to be a partner of the proposed limited...
- Section 18 of Limited Liability Partnership Act CAP 30: Functions of Registrar with respect to the registration of limited liability partnerships.
(1) As soon as practicable after receiving the statement lodged under section17 and being satisfied that the requirements of that section and section 20 have been complied with, the Registrar shall—
(a) register the statements; and
(b) issue a certificate of registration to the persons who lodged...
- Section 19 of Limited Liability Partnership Act CAP 30: Registrar to refuse registration on certain national security or public interest grounds.
(1) Without limiting section 18, the Registrar shall refuse to register an entity as a limited liability partnership under this Act if satisfied that—
(a) the entity is likely to be operated for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Kenya;...
- Section 20 of Limited Liability Partnership Act CAP 30: Requirements for names of limited liability partnerships.
(1) The name of a limited liability partnership shall end with—(a) the expression "limited liability partnership"; or (b) the abbreviation "llp" or "LLP".
(2) A limited liability partnership that is registered under this Act may not carry on business under a name that is not registered under...
- Section 21 of Limited Liability Partnership Act CAP 30: Restrictions on registration of limited liability partnership names.
(1) 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—
(a) undesirable;
(b) identical to that of any other limited liability partnership, corporation or...
- Section 22 of Limited Liability Partnership Act CAP 30: Registrar to notify decision refusing registration and state reasons for the decision.
(1) As soon as practicable after deciding to refuse to register an entity as a limited liability partnership under section 16, 17 or 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...
- Section 23 of Limited Liability Partnership Act CAP 30: Right to appeal against refusal of registration.
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 Cabinet Secretary against the decision.
- Section 24 of Limited Liability Partnership Act CAP 30: Conversion from firm to a limited liability partnership.
(1) A partnership may convert itself into a limited liability partnership bysatisfying the requirements of the Second Schedule.
(2) On conversion—
(a) the limited liability partnership to which the partnership has converted; and
(b) the partners of that limited liability partnership, are bound by...
- Section 25 of Limited Liability Partnership Act CAP 30: Conversion of a private company to a limited liability partnership.
(1) A private company may convert itself into a limited liability partnership by satisfying the requirements set out in the Third Schedule.
(2) When a private company is converted to a limited liability partnership in accordance with subsection (1)—
(a) the company;
(b) its shareholders;
(c) the...
- Section 26 of Limited Liability Partnership Act CAP 30: Limited liability partnership to have at least two partners.
(1) A limited liability partnership is required to have at least two partners.
(2) 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...
- Section 27 of Limited Liability Partnership Act CAP 30: Limited liability partnership to have manager.
(1) 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.
(2) A limited liability partnership shall lodge with the Registrar, in the manner prescribed by the Registrar—
(a) the details of the...
- Section 28 of Limited Liability Partnership Act CAP 30: Provisions that apply when limited liability partnership has more than one manager.
(1) If a limited liability partnership has more than one manager—
(a) anything that the manager is required to do under this Act may be done by any one of the managers; and
(b) anything that constitutes an offence by a manager under this Act constitutes an offence by each of the managers.
(2) A...
- Section 29 of Limited Liability Partnership Act CAP 30: Filing of annual returns.
(1) 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.
(2) The annual returns referred to under subsection (1) shall contain the...
- Section 30 of Limited Liability Partnership Act CAP 30: Limited partnership to keep proper accounting records.
(1) A limited liability partnership shall keep such accounting and other records as will—
(a) sufficiently explain the transactions and financial position of the partnership; and
(b) enable a profit and loss account and a balance sheet to be prepared, from time to time that gives a true and fair...
- Section 31 of Limited Liability Partnership Act CAP 30: Limited liability partnership to have registered office in Kenya.
(1) A limited liability partnership shall establish and maintain a registered officewithin Kenya to which all communication and notices to the partnership are to be addressed.
(2) A document may be served on a limited liability partnership by delivering itat or sending it by post, to the...
- Section 31A of Limited Liability Partnership Act CAP 30: Registers and documents to be kept
A limited liability partnership shall keep at its registered office—
(a) a notice of registration issued under this Act;
(b) a register of the name and address of each partner, manager representative where applicable;
(c) a copy of the most recent annual declaration of solvency or...
- Section 31B of Limited Liability Partnership Act CAP 30: Beneficial owners
(1) Every limited liability partnership shall keep a register of its beneficial owners.
(2) A limited liability partnership shall enter in its register of beneficial owners, information relating to its beneficial owners as prescribed in the regulations.
(3) A limited liability partnership shall...
- Section 31C of Limited Liability Partnership Act CAP 30: Register of nominee partners
(1) Every limited liability partnership shall keep a register of nominee partner sat its registered office.
(2) A limited liability partnership shall enter in its register of nominee partners—(a) the name and address of the nominee partner;
(b) the date on which the person became a nominee...
- Section 32 of Limited Liability Partnership Act CAP 30: Requirements for documents issued by limited liability partnership.
(1) A limited liability partnership shall ensure that no invoice or other document relating to the partnership business is issued unless it bears— (a) the name and registration number of the partnership; and (b) a statement that it is registered with limited liability.
(2) A limited liability...
- Section 33 of Limited Liability Partnership Act CAP 30: Changes to registered details of limited liability partnership to be lodged with Registrar.
(1) Whenever a change occurs in any of the details registered in respect ofa 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...
- Section 33A of Limited Liability Partnership Act CAP 30: Administrative strike off by the Registrar
(1) 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...
- Section 33B of Limited Liability Partnership Act CAP 30: Duty of the Registrar on liquidation
(1) Where a limited liability partnership is in liquidation and— (a) the Registrar reasonably believes that—
(i) the affairs of the limited liability partnership are fully wound up; or
(ii) no liquidator is acting; and
(iii) the returns required to be made by the liquidator in respect of the...
- Section 33C of Limited Liability Partnership Act CAP 30: Stike off on application
(1) The Registrar may strike off the name of a limited liability partnership from the Register on application by a limited liability partnership.
(2) An application under this section shall only be effective if—
(a) it is made on behalf of the limited liability partnership by its manager or by a...
- Section 33D of Limited Liability Partnership Act CAP 30: When an application for strike off may not be made
An application under section 33C shall not be made if, at any time during the preceding three months, the limited liability partnership has—
(a) changed its name;
(b) carried on business;
(c) made a disposal for value of property that, immediately before ceasing to carry on business, it held for...
- Section 33E of Limited Liability Partnership Act CAP 30: Withdrawal of an application
(1) An applicant may, at any time before a limited liability partnership’s nameis struck of through a prescribed notice to the Registrar withdraw an application to strike of a limited liability partnership’s name of the register.
(2) Upon receipt of the notice of withdrawal under subsection (1),...
- Section 33F of Limited Liability Partnership Act CAP 30: Objection to striking off
(1) An applicant may, by written notice to the Registrar, object an applicationto 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.
(2) An objection under this section shall be made on the ground...