Limited Liability Partnership Act Cap 30 in Kenya

This Act may be cited as the Limited Liability Partnership Act.

In this Act, unless the context otherwise requires— "accounting records" include— (a) invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry; and (b) documents and records that record such entries;...

(1) There shall be a Registrar of Limited Liability Partnerships. (2) The Registrar of Companies is the Registrar of Limited LiabilityPartnerships. (3) There shall be a Deputy Registrar of Limited Liability Partnerships andAssistant Registrars of Limited Liability Partnerships. (4) 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.

(1) The Registrar may require any document to be lodged under this Act to belodged electronically. (2) 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...

(1) A limited liability partnership is an entity formed by being registered underthis Act. (2) On being registered under this Act, a limited liability partnership becomesa body corporate with perpetual succession with a legal personality separate from that of its partners. (3) A change in the...

(1) A limited liability partnership is, in its name, capable of— (a) suing and being sued; (b) acquiring, owning, holding and developing or disposing of movable and immovable property; and (c) doing such other acts and things as a body corporate may lawfully do. (2) A limited liability...

The Partnerships Act shall apply to a limited liability partnership except so far as a provision of this Act otherwise expressly provides.

(1) A natural person or a body corporate may be a partner in a limited liabilitypartnership. (2) A trade union is not a body corporate for the purposes of subsection (1).

(1) A limited liability partnership shall be solely obligated to an issue arisingfrom contract, tort or otherwise. (2) A person is not personally liable, directly or indirectly, for an obligationreferred to in subsection (1) only because the person is a partner of the limited liability...

(1) A partner of a limited liability partnership is the agent of the limited liability partnership. (2) Notwithstanding subsection (1), a limited liability partnership is not bound by anything done by a partner in dealing with a person if— (a) the partner has in fact no authority to act for the...

(1) Except as otherwise provided by this Act, the mutual rights and duties ofthe partners of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its partners, are governed— (a) by the limited liability partnership agreement; or (b) if there is no...

(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...

(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...

(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...

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.

(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...

(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...

(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;...

(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...

(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...

(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...

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.

(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...

(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...

(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...

(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...

(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...

(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...

(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...