Partnerships Act 16 Of 2012 in Kenya

(1) A partnership shall indemnify a former partner in respect of payment made by the partner to discharge the whole or part of his personal liability for a partnership obligation. (2) An indemnity under subsection (1) shall not affect any claim which the partnership or a partner may have against...

(1) A former partner is not personally liable for a debt or obligation incurred by the partnership as a result of any dealings between the partnership and a person who deals with the partnership relying on representation made to the person that a former partner is a partner in a firm at the time of...

(1) An assignment of a share in a partnership shall not entitle the assignee to— (a) participate in the management or administration of the partnership business or affairs; or (b) inspect the partnership records. (2) An assignee of a share in a partnership shall be entitled to receive— (a) a...

(1) A partnership breaks up if— (a) the number of partners falls below two; (b) the partnership is for a fixed term and the term expires; (c) an order to break up the partnership is made by the Court on the application of a partner; (d) an order is made by a Court under section 51(1) on the...

(1) A partnership which breaks up in the manner described in section 35 shall carry on with partnership business in so far as it is necessary for— (a) the dissolution of the partnership; (b) the winding up of the partnership by partners under section 40; or (c) the winding up of the...

(1) A person who ceases to be a partner on the break up of a partnership is nevertheless to be treated as continuing to be a partner only for purposes of winding up the partnership. (2) Subsection (1) shall not apply to a person who ceases to be a partner involuntarily. (3) A person ceases to be...

(1) A person who voluntarily ceases to be a partner in a partnership— (a) may publish notice of the fact that he has ceased to be a partner; and (b) may require the other partners to give any necessary consent. (2) If a partnership breaks up, any partner who ceases to be a partner on or after...

(1) In this section, “successor partnership” means a partnership— (a) formed on or after the break up of a partnership which has not been dissolved; and consisting of at least one person who was a partner in the former partnership. (2) The title to the property acquired by a person and that of...

(1) A partnership which breaks up may be wound up under this section by one or more partners in the partnership. (2) Differences arising as to matters connected with the winding up of the partnership shall be decided by a majority of the partners.

(1) The interests of partners in the partnership property and their rights and duties in relation to the partnership property shall, on the winding up of the partnership, be determined by the following rules and in the following order— (a) each partner shall pay into the partnership any amounts...

(1) A partnership which breaks up under section 35 shall stand dissolved if— (a) all partnership property is distributed to persons entitled to it; (b) any trust property has been transferred to— (i) the person entitled to it; or (ii) a trustee for that person; (c) no liabilities are...

(1) The Court may, on the application by a judgment creditor of a partner, make an order charging that partner’s interest in the partnership property and profits with payment of the judgement debt and interest thereon. (2) The Court may, by the same or a subsequent order— (a) appoint a receiver...

(1) The Court may, on the application of any partner, make an order— (a) removing the partner from the partnership; (b) removing another partner from the partnership; or (c) breaking up the partnership. (2) In making an order under subsection (1), the Court shall have regard to— (a) the...

(1) An order under section 44(1)(a) or (b) shall specify the date a partner ceases to be a partner, which may be any date not earlier than the date on which the applicant became partner. (2) An order under section 44(1)(c) shall specify the date on which the partnership broke up or is expected to...

(1) An application for an order breaking up a partnership under section 44(1)(c) may include an application for an order under section 50 or 51. (2) An order under section 44(1)(c) may be combined with an order under section 54 or 55, whether or not such an order was applied for in accordance with...

(1) The Court may, by an order under section 44, give such directions as it thinks fit for giving effect to the order, including, in particular— (a) directions as to the rights of a specified partner to realise the partner’s share in the partnership; and (b) in the case of an order under section...

(1) Sections 50 and 51 shall apply, if the ground on which the Court makes an order under section 50 is that of fraud, misrepresentation or non-disclosure by a partner. (2) Each applicant for the order is entitled to be indemnified by the partner at fault in respect of any loss suffered by the...

In section 48, “non-disclosure” means breach of a duty of disclosure— (a) under section 9(2)(a) or 10; or (b) under the default rule in section 15(2)(b) or any substituted provision in the partnership agreement.

In relation to an application made under section 44(1)(a) or (b), the Court may make an order prohibiting or limiting the extent to which the partner sought to be removed takes part in the partnership business pending the determination of the application.

(1) Where it appears to the Minister that a partnership should be broken up, the Minister may apply to the Court for an Order breaking up the partnership. (2) On an application tinder subsection (1), the Court may make an order for the partnership to be broken up on such terms and conditions as it...

(1) The Court may on the application made by— (a) a partner; (b) a person interested in the winding up of the partnership; or (c) a creditor of the partnership, make an order appointing a liquidator for the purpose of winding up the partnership and distributing the partnership property....

(1) If an application made under section 52 has not yet been determined, the Court may, on the application of— (a) a partner; (b) a person interested in the winding up of the partnership; or (c) a creditor of the partnership, make an order appointing a provisional liquidator pending the...

(1) A person who— (a) joins a partnership whose duration is fixed; (b) pays a joining premium to an existing partner in the partnership; and (c) the partnership breaks up before its term expires, may make an application to the Court for an order for the refund of the whole or part of the...

(1) A person who is interested in the winding up of a partnership may make an application for one or more orders under subsection (2). (2) On the hearing of an application under subsection (1), the Court may make one or more of the following orders— (a) an order requiring accounts to be drawn up...

(1) A partnership is a limited partnership for the purposes of this Part only if it has— (a) one or more general partners, each of whom has unlimited liability; and (b) one or more limited partners, each of whom has limited liability. (2) A general partner shall he liable for all debts and...

(1) A person shall become a limited partner in a limited partnership when the person is registered as such. (2) A person shall cease to be a limited partner if— (a) the person is deregistered as a limited partner; (b) the person dies; or (c) the partnership is dissolved.

(1) A limited partner shall not take part in the management of the partnership business. (2) A person who contravenes subsection (1) is personally liable for— (a) any partnership obligation incurred as a result of the contravention; and (b) any other partnership obligation incurred during the...

(1) A limited partner shall not be entitled either directly or indirectly to draw out or receive back the whole or part of the capital contribution that the partner has made to the partnership. (2) A limited partner shall not, during the continuance of’ the partnership, either directly or...

Subject to sections 62, 63 and 64, this Act applies in relation to limited partnerships as it applies in relation to general partnerships.

(1) Differences arising relating to ordinary matters connected with the partnership business or affairs shall to decided by— (a) the general partner; or (b) if there is more than one general partner, a majority of them. (2) Differences arising relating to other matters connected with the...