Browse an Act, find a provision and read each section in context.
Browse Acts ↓(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 o…
(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 ass…
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 li…
(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 th…
(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; or (b) i…
(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…
(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 busines…
(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 d…
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 th…
(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 lim…
(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 of…
(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 p…
(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 refe…
(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 fol…
(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 vie…
(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 partnership…
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 insolvency; (d) a…
(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 lodg…
(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 partner;…
(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 partne…
(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…
(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 limi…
(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 limited…
(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 maj…
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 the…
(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), the…