Partnerships Act 16 Of 2012 in Kenya

This Act may be cited as the Partnerships Act, 2012 and shall come into operation on such date as the Minister may, by notice in the Gazette, appoint.

(1) In this Act, unless the context otherwise requires— “address”, means— (a) for an individual, the usual residential and postal address of that individual; (b) for a company or a limited partnership, means the registered office of the company or limited partnership; and (c) for a...

For the purpose of this Act, the following bodies shall not be considered as a partnership— (a) a limited liability partnership; (b) a corporate body; or (c) a foreign limited partnership.

(1) Each partner in a partnership has unlimited liability. (2) To be a limited partnership, a partnership shall have— (a) one or more general partners, each with unlimited liability; and (b) one or more registered limited partners, each with limited liability.

A partnership agreement may, if it so provides, be varied— (a) before the formation of the partnership, with the agreement of all proposed partners; or (b) after the formation of the partnership, with the agreement of all existing partners.

(1) Where a default rule applies in relation to a partnership, it shall be treated as a term of the partnership agreement. (2) The application of a default rule in relation to a partnership may be modified or excluded— (a) in accordance with the terms of the partnership agreement; or (b)...

(1) Each partner in a partnership shall have responsibility for the business of the partnership. (2) A partnership shall be capable of— (a) suing and being sued in its own name; (b) entering into contracts and owning or holding property for the purposes of the business of the partnership; and...

(1) Subject to section 9, the capacity of a partnership as a legal person is unlimited. (2) A partnership shall not employ a partner as an employee of the firm.

A partnership is not capable of committing an offence except so far as is provided under any written law.

(1) A partner has a duty to act in good faith towards— (a) the partnership; and (b) the other partners in the partnership, in relation to all matters affecting the partnership. (2) A partner shall— (a) keep each of the other partners or their legal representatives informed of all matters...

(1) A person shall, before forming a partnership, disclose to a prospective partner anything known to the person which would reasonably be expected to influence the decision of the prospective partner to form the partnership. (2) An existing partner in a partnership shall, before admitting a...

(1) A partner is entitled to share equally in the profits of the partnership and is liable to contribute equally towards the losses incurred by the partnership in equal proportions. (2) A partner is not entitled to a share in the profits of the partnership, and is not liable to contribute to any...

(1) A partner is not entitled to remuneration from the partnership for acting in the business of the partnership. (2) A partnership shall indemnify a partner in respect of payments made by the partner— (a) in the ordinary and proper conduct of the partnership business, or in connection with...

(1) A partner may only— (a) contribute capital to the partnership; or (b) vary the amount of the partner’s capital contribution to the partnership, where all partners in the partnership agree. (2) A partner who contributes to the capital of a partnership is not entitled to interest on the...

(1) A partner is entitled to participate part in the management of the business of the partnership. (2) Differences arising out of an ordinary matter connected with the business of the partnership shall be decided by the vote of a majority of the partners. (3) Differences arising out of other...

(1) Every partner shall have the responsibility to ensure that— (a) accounting records of transactions affecting the partnership in which he is involved are properly kept; and (b) the records are, on request, made available to the partnership or to any partner. (2) A partner shall have the...

(1) A partnership is bound by an act done by a partner who is carrying on the business of the partnership. (2) A partnership is not bound by an act or omission of a partner under subsection (1) if— (a) the partner has no authority to act on behalf of the partnership; and (b) the person with...

(1) All rights and interest in the property acquired on behalf of the partnership or for the purpose and in the course of business of the partnership, and acquired on behalf of the partnership, is partnership property. (2) Property which is held in the name of the partners and which is—...

Where co-owners of an estate or interest in any land, not being itself partnership property, are partners with regard to profits made by the use of that land or estate, and purchase other land or estate out of the profits to be used in the same manner, the land or estate so purchased— (a) is...

(1) A document is validly executed by a partnership as a deed under this Act if it is— (a) executed by at least two partners, each with the authority of all the partners to execute on behalf of the partnership; (b) expressed to be executed on behalf of the partnership; and (c) delivered as a...

A partnership shall be liable for loss or injury caused by the wrongful act or omission of a partner to a person who is not a partner, if the loss or injury is caused by a partner— (a) acting in the ordinary course of the business of the partnership; or (b) acting with the authority of the...

(1) A partner who has unlimited liability is personally liable for the whole amount of any obligation incurred by the partnership while he is a partner where— (a) a judgment, order or arbitral award has been made against the partnership in the same or earlier proceedings, establishing the amount...

A partner may not in any proceedings, be held personally liable under section 22(1) unless— (a) there has been a judgment. Order or arbitral award against the partnership in the same or earlier proceedings, establishing the amount of the partnership obligation; or (h) the Court has ordered the...

(1) The Chief Justice may make rules— (a) preventing a partner from defending; or (b) restricting the extent to which, or the way in which, a partner may defend, proceedings in respect of personal liability for a partnership obligation if the partner has had an opportunity to participate in...

(1) A person who is not a partner in a partnership and who by words spoken or written or by conduct— (a) represents the partnership as a partner; or (b) knowingly allows the partnership to be represented as a partner, is personally liable as a partner, for any obligation incurred to anyone who,...

(1) A person may become a partner in an existing partnership with the consent of all existing partners. (2) The consent referred to in subsection (1) may either be express in writing or inferred from the conduct of the existing partners, and in particular, from the fact that the person who is...

A person shall cease to be a partner in a partnership if— (a) the person dies; (b) the person is expelled as a partner by his co-partners under the provisions of section 29; (c) the partnership is dissolved; (d) the Court makes an order under section 44(1)(a) or (b) to remove the person as a...

(1) A partner may resign from a partnership only by giving to the other partners notice of intention to do so not less than three months before the resignation is to take effect. (2) If— (a) a partnership comprises three or more partners; and (b) one partner gives a resignation...

(1) A majority of partners in a partnership may expel a partner if— (a) an order is made against the partner under section 44; or (b) the whole or a part of the partner’s shares in the partnership is subject to an attachment in execution in respect of a debt which is not a partnership debt....

A person who ceases to be a partner before the break up of a partnership shall be entitled to the assets or shall be liable for any losses or obligations which he would have been entitled to or liable for, if on that date— (a) the partnership had broken up; (b) the partnership assets were...