Limited Liability Partnership Act

Section 1. Short title. Section This Act may be cited as the Limited Liability Partnership Act.

Section 2. Interpretation Section 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 ("any book, account, document, paper or other source of information compiled, recorded or stored in written form, or on microfilm, or by electronic process, or in any other manner or by any other means;") such entries; and (c) such working papers and other documents as are necessary to explain the methods and calculations by which accounts are made up; "address" , in relation to a member of a limited liability partnership ("a partnership registered under this Act;") , means— (a) if a natural person, the person’s usual residential address; (b) if a body corporate, the body’s registered office; “beneficial owner” has the meaning assigned to it under the Companies Act ( Cap. 486 ); "Cabinet Secretary" means the Cabinet Secretary for the time being responsible for matter relating to limited liability partnerships; "company" means a company registered under the Companies Act ( Cap. 486...

Section 3. Appointment and functions ofRegistrarand other officers. Section 3(1) There shall be a Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") of Limited Liability Partnerships. Section 3(2) The Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") of Companies is the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") of Limited Liability Partnerships. Section 3(3) There shall be a Deputy Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") of Limited Liability Partnerships and Assistant Registrars of Limited Liability Partnerships. Section 3(4) The Registrar ("the Registrar of Limited Liability Partnerships appoint...

Section 4. Power ofRegistrarto refuse registration if information is not adequate. Section The Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may refuse to register an entity (including an existing partnership or a private company ("a company registered under the Companies Act ();") ) as a limited liability partnership ("a partnership registered under this Act;") if the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") is not satisfied with the information purporting to be provided under this Act in respect of the entity.

Section 5. Electronic lodgement of documents withRegistrar. Section 5(1) The Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may require any document to be lodged under this Act to be lodged electronically. Section 5(2) If a document is required to be lodged with the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") electronically, the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may allow the document to be lodged by an agent of the person who is required to lodge it, subject to such conditions (if any) as the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may impose from time to time. Section 5(3) A c...

Section 6. Limited liability partnership to have separate legal personality. Section 6(1) A limited liability partnership ("a partnership registered under this Act;") is an entity formed by being registered under this Act. Section 6(2) On being registered under this Act, a limited liability partnership ("a partnership registered under this Act;") becomes a body corporate with perpetual succession with a legal personality separate from that of its partners. Section 6(3) A change in the partners of a limited liability partnership ("a partnership registered under this Act;") does not affect the existence, rights or obligations of the limited liability partnership ("a partnership registered under this Act;") .

Section 7. Capacity oflimited liability partnership. Section 7(1)(a) suing and being sued; Section 7(1)(b) acquiring, owning, holding and developing or disposing of movable and immovable property ("things in action;") ; and Section 7(1)(c) doing such other acts and things as a body corporate may lawfully do. Section 7(2) A limited liability partnership ("a partnership registered under this Act;") is required to acquire and maintain a common seal that bears its name and to use the seal for the execution of all documents that by law are required to be sealed.

Section 8. Partnership Act to apply tolimited liability partnership. Section The Partnerships Act shall apply to a limited liability partnership ("a partnership registered under this Act;") except so far as a provision of this Act otherwise expressly provides.

Section 9. Who can be partners in alimited liability partnership. Section 9(1) A natural person or a body corporate may be a partner in a limited liability partnership ("a partnership registered under this Act;") . Section 9(2) A trade union is not a body corporate for the purposes of subsection (1).

Section 10. Liability of partners inlimited liability partnershipto be limited. Section 10(1) A limited liability partnership ("a partnership registered under this Act;") shall be solely obligated to an issue arising from contract, tort or otherwise. Section 10(2) A person is not personally liable, directly or indirectly, for an obligation ("liability;") referred to in subsection (1) only because the person is a partner of the limited liability partnership ("a partnership registered under this Act;") . Section 10(3) Subsection (1) shall not affect the personal liability of a partner in tort for the wrongful act or omission of that partner . Section 10(4) A partner is not personally liable for the wrongful act or omission of another partner of the limited liability partnership ("a partnership registered under this Act;") . Section 10(5) If a partner of a limited liability partnership ("a partnership registered under this Act;") is liable to a person other than another partner of the partnership as a result of a wrongful act or omission of that partner in the course of the business of the limited liability partnership ("a partnership registered under this Act;") or with its authority...

Section 11. Power ofpartnerto bind thelimited liability partnership. Section 11(1) A partner of a limited liability partnership ("a partnership registered under this Act;") is the agent of the limited liability partnership ("a partnership registered under this Act;") . Section 11(2)(a) the partner has in fact no authority to act for the limited liability partnership ("a partnership registered under this Act;") by doing that thing; and Section 11(2)(b) the person knows that that person has no authority or does not know or believe that person to be a partner of the limited liability partnership ("a partnership registered under this Act;") . Section 11(3)(a) the person has notice that the former partner has ceased to be a partner of the limited liability partnership ("a partnership registered under this Act;") ; or Section 11(3)(b) the former partner has ceased to be a partner of the limited liability partnership ("a partnership registered under this Act;") and notice of that fact has been delivered to the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under t...

Section 12. How the relationship of partners is to be governed. Section 12(1)(a) by the limited liability partnership agreement ; or Section 12(1)(b) if there is no such agreement or there is such an agreement but it does not deal with a particular matter, by the First Schedule. Section 12(2) Any reference to a resolution of the partners in relation to a particular matter is reference to a resolution passed by all of the partners unanimously or by such number of them as may be specified by the limited liability partnership agreement as the number required to pass such a resolution.

Section 13. How apartnerceases to be a member of alimited liability partnership. Section 13(1)(a) by complying with the requirements of the relevant limited liability partnership agreement ; or Section 13(1)(b) in the absence of such an agreement, by giving not less than ninety days’ notice to the other partners of the intention of the partner to resign as partner . Section 13(2) A partner of a limited liability partnership ("a partnership registered under this Act;") also ceases to be a partner on the partner ’s death or on dissolution of the partnership. Section 13(3)(a) equal to the person’s capital contribution to the limited liability partnership ("a partnership registered under this Act;") and the person’s right to share in the accumulated profits of the limited liability partnership ("a partnership registered under this Act;") after the deduction of losses of the limited liability partnership ("a partnership registered under this Act;") ; and Section 13(3)(b) determined as at the date the person ceased to be a partner . Section 13(4) A person who was formerly a partner of a limited liability partnership ("a partnership registered under this Act;") , or, if the person has die...

Section 14. What is the effect of apartnerbecoming bankrupt. Section 14(1) This section applies to a limited liability partnership ("a partnership registered under this Act;") unless otherwise provided for in the relevant limited liability partnership agreement . Section 14(2) If a partner of the limited liability partnership ("a partnership registered under this Act;") is adjudicated bankrupt by a court in Kenya or elsewhere, the bankruptcy is not by itself cause for the partner to cease being a partner of the partnership, but the restriction on the partner being a manager of the partnership under Part VI applies. Section 14(3) The Official Receiver or a trustee of the estate of the bankrupt partner is not entitled to interfere in the management of the limited liability partnership ("a partnership registered under this Act;") but is entitled to receive distributions from the partnership that the bankrupt partner is entitled to receive under the limited liability partnership agreement .

Section 15. Partner may assign interest inlimited liability partnership. Section 15(1) This section applies to a limited liability partnership ("a partnership registered under this Act;") unless otherwise provided for in the limited liability partnership agreement . Section 15(2) A partner in a limited liability partnership ("a partnership registered under this Act;") may assign the whole or any part of the partner ’s interest in the partnership but only to the extent that the assignee becomes entitled to receive distributions from the partnership that the partner would otherwise have been entitled to receive. Section 15(3)(a) terminates the partner ’s partnership in the partnership; and Section 15(3)(b) entitles the assignee to participate in the management of the limited liability partnership ("a partnership registered under this Act;") .

Section 16. Registration of body as alimited liability partnership. Section 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 ("a partnership registered under this Act;") under this Act.

Section 17. Requirements for registering limited liability partnerships. Section 17(1) For an entity to be registered as a limited liability partnership ("a partnership registered under this Act;") under this Act, a statement that complies with subsection (2) shall be lodged with the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") . Section 17(2)(a) the name of that partnership; Section 17(2)(b) the general nature of the proposed business of that partnership; Section 17(2)(c) the proposed registered office of that partnership; Section 17(2)(d) the name, identity document (if any), nationality, and usual place of residence of each person who will be a partner of the partnership; Section 17(2)(e) the body’s corporate name; Section 17(2)(e)(i) the body’s corporate name; Section 17(2)(e)(ii) the body’s place of incorporation or registration; Section 17(2)(e)(iii) the body’s registration number (if any); and Section 17(2)(e)(iv) the registered office of the body to which all communications may be addressed; Section 17(2)(f) the corporate name...

Section 18. Functions ofRegistrarwith respect to the registration of limited liability partnerships. Section 18(1)(a) register the statements; and Section 18(1)(b) issue a certificate of registration to the persons who lodged the statement. Section 18(2)(a) the requirements of sections 17 and 20 have been complied with; and Section 18(2)(b) the limited liability partnership ("a partnership registered under this Act;") is registered by the name specified in the certificate. Section 18(3) If not satisfied that the requirements of section 17 and section 20 have been complied with in relation to an entity, the Registrar shall refuse to register the entity as a limited liability partnership under this Act.

Section 19.Registrarto refuse registration on certain national security or public interest grounds. Section 19(1)(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 Section 19(1)(b) it would be contrary to the national security or public interest for the entity to be so registered. Section 19(2) The Cabinet Secretary ("the Cabinet Secretary for the time being responsible for matter relating to limited liability partnerships;") responsible for internal security may, by notice in writing given to the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") , certify that the Cabinet Secretary ("the Cabinet Secretary for the time being responsible for matter relating to limited liability partnerships;") is satisfied that it would be contrary to the national security or the public interest for an entity to be registered as a limited liability partnership ("a partnership registered under this Act;") under this Act. Section 19(3) In making a decision under subse...

Section 20. Requirements for names of limited liability partnerships. Section 20(1)(a) the expression " limited liability partnership ("a partnership registered under this Act;") "; or Section 20(1)(b) the abbreviation "llp" or "LLP". Section 20(2) A limited liability partnership ("a partnership registered under this Act;") that is registered under this Act may not carry on business under a name that is not registered under section 18 or section 32 Section 20(3) The registration of a name under which a limited liability partnership ("a partnership registered under this Act;") carries on business does not authorise the use of that name if, apart from that registration, the use of that name is prohibited. Section 20(4) A limited liability partnership ("a partnership registered under this Act;") that contravenes this section commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.

Section 21. Restrictions on registration oflimited liability partnershipnames. Section 21(1)(a) undesirable; Section 21(1)(b) identical to that of any other limited liability partnership ("a partnership registered under this Act;") , corporation or business name; Section 21(1)(c) identical to a name that is being reserved under this section, the Registration of Business Names Act ( Cap. 499 ) or the laws relating to Companies; or Section 21(1)(d) a name of a kind that the Cabinet Secretary ("the Cabinet Secretary for the time being responsible for matter relating to limited liability partnerships;") has, by written notice, directed the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") not to accept for registration. Section 21(2)(a) the name of a proposed limited liability partnership ("a partnership registered under this Act;") ; or Section 21(2)(b) the name to which a limited liability partnership ("a partnership registered under this Act;") proposes to change its name. Section 21(3) On receiving an application under subsection (2) and o...

Section 22.Registrarto notify decision refusing registration and state reasons for the decision. Section 22(1) As soon as practicable after deciding to refuse to register an entity as a limited liability partnership ("a partnership registered under this Act;") 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 decision was based. Section 22(2) The Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may not make a decision refusing to register an entity as a limited liability partnership ("a partnership registered under this Act;") without giving the persons concerned an opportunity to show cause as to why the entity should be so registered.

Section 23. Right to appeal against refusal of registration. Section A person who is notified of the decision of the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") 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. Conversion from firm to alimited liability partnership. Section 24(1) A partnership may convert itself into a limited liability partnership ("a partnership registered under this Act;") by satisfying the requirements of the Second Schedule. Section 24(2)(a) the limited liability partnership ("a partnership registered under this Act;") to which the partnership has converted; and Section 24(2)(b) the partners of that limited liability partnership ("a partnership registered under this Act;") , are bound by the Second Schedule. Section 24(3) In this section and in the Second Schedule, "convert", in relation to a partnership converting to a limited liability partnership ("a partnership registered under this Act;") , means a transfer of the property ("things in action;") , assets, interests, rights, privileges, liabilities, obligation ("liability;") and the undertaking of the partnership to the limited liability partnership ("a partnership registered under this Act;") in accordance with the Second Schedule.

Section 25. Conversion of a privatecompanyto alimited liability partnership. Section 25(1) A private company ("a company registered under the Companies Act ();") may convert itself into a limited liability partnership ("a partnership registered under this Act;") by satisfying the requirements set out in the Third Schedule. Section 25(2)(a) the company ("a company registered under the Companies Act ();") ; Section 25(2)(b) its shareholders; Section 25(2)(c) the limited liability partnership ("a partnership registered under this Act;") into which the private company ("a company registered under the Companies Act ();") is converted; and Section 25(2)(d) the partners of that limited liability partnership ("a partnership registered under this Act;") ,

Section 26. Limited liability partnership to have at least two partners. Section 26(1) A limited liability partnership ("a partnership registered under this Act;") is required to have at least two partners. Section 26(2)(a) was a partner of the partnership; and Section 26(2)(b) knew or ought to have known that the partnership was carrying on business with fewer than two partners beyond those two years.

Section 27. Limited liability partnership to havemanager. Section 27(1) A limited liability partnership ("a partnership registered under this Act;") 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. Section 27(2)(a) the details of the person who is designated as manager of the partnership; and Section 27(2)(b) the consent of that person to act as the partnership manager . Section 27(3)(a) shall be personally responsible for ensuring that the partnership complies with sections 29 sections 32 and sections 33 ; and Section 27(3)(b) shall be personally liable for all penalties imposed on the partnership for any failure to comply with or contravention of those sections, unless the manager satisfies the court that the manager should not be liable. Section 27(4) If a limited liability partnership ("a partnership registered under this Act;") fails to comply with subsection (1), the partnership and each of its partners commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings. Section 27(5) A limited liability partnership ("a partnership registered under this Act;") tha...

Section 28. Provisions that apply whenlimited liability partnershiphas more than onemanager. Section 28(1)(a) anything that the manager is required to do under this Act may be done by any one of the managers; and Section 28(1)(b) anything that constitutes an offence by a manager under this Act constitutes an offence by each of the managers. Section 28(2) A reference in this Act to the manager of a limited liability partnership ("a partnership registered under this Act;") is, if the partnership has only one manager , a reference to that manager . Section 28(3) A reference in this Act to the doing of an act by two or more managers of a limited liability partnership ("a partnership registered under this Act;") that has only one manager is a reference to the doing of that act by that manager .

Section 29. Filing of annual returns. Section 29(1) A limited liability partnership ("a partnership registered under this Act;") shall file its annual returns with the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") within thirty days of the anniversary of its registration under this Act or any other period as the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may upon application allow. Section 29(2)(a) the address of the limited liability partnership ("a partnership registered under this Act;") ’s registered office and, if a post office box number is known, the physical address of that office; Section 29(2)(b) the limited liability partnership ("a partnership registered under this Act;") ’s principal business activities; Section 29(2)(c) a declaration of solvency or insolvency; Section 29(2)(d) the particulars prescribed by the regulations of— Section 29(2)(e) the manager of a limited liabi...

Section 30. Limited partnership to keep properaccounting records. Section 30(1)(a) sufficiently explain the transactions and financial position of the partnership; and Section 30(1)(b) enable a profit and loss account and a balance sheet to be prepared, from time to time that gives a true and fair view of the state of affairs of the partnership. Section 30(2) A limited liability partnership ("a partnership registered under this Act;") shall retain its accounting records for not less than seven years after completion of the matters to which they relate. Section 30(3) A limited liability partnership ("a partnership registered under this Act;") shall keep its accounting records at such place as the partners consider fit and shall at all times be open to inspection by the partners. Section 30(4) The Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may, by notice in writing to the limited liability partnership ("a partnership registered under this Act;") or any of its partners, require the partnership or that partner to produce the partnership...

Section 31. Limited liability partnership to have registered office in Kenya. Section 31(1) A limited liability partnership ("a partnership registered under this Act;") shall establish and maintain a registered office within Kenya to which all communication and notices to the partnership are to be addressed. Section 31(2) A document may be served on a limited liability partnership ("a partnership registered under this Act;") by delivering it at or sending it by post, to the partnership’s registered office. Section 31(3) A limited liability partnership ("a partnership registered under this Act;") may change the address of its registered office by lodging with the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") a notice of change in the manner determined by the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") and such a change takes effect when the notice is lodged.

Section 32. Requirements for documents issued bylimited liability partnership. Section 32(1)(a) the name and registration number of the partnership; and Section 32(1)(b) a statement that it is registered with limited liability. Section 32(2) A limited liability partnership ("a partnership registered under this Act;") that fails to comply with subsection (1) commits an offence and is liable on conviction to a fine not exceeding fifty thousand shillings. Section 32(3) If after being convicted of an offence under subsection (2), a limited liability partnership ("a partnership registered under this Act;") fails to comply with subsection (1), the partnership and each of its partners if, after being convicted of an offence under subsection (4), a limited liability partnership ("a partnership registered under this Act;") still fails to comply with subsection (1), the partnership and each of its partners commit a further offence on every day or part of a day during which the failure continues after the conviction and shall be liable on conviction to a fine not exceeding five thousand shillings for each such offence.

Section 33. Changes to registered details oflimited liability partnershipto be lodged withRegistrar. Section 33(1) Whenever a change occurs in any of the details registered in respect of a limited liability partnership ("a partnership registered under this Act;") , the partnership shall, within fourteen days after the change, lodge with the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") a statement specifying the nature and effective date of the change and such other information (if any) as is prescribed by the regulations. Section 33(2) A person who ceases to be a partner or a manager of a limited liability partnership ("a partnership registered under this Act;") may personally lodge with the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") the statement referred to in subsection (1) if that partner or manager reasonably believes that the partnership will not lodge the statement with the Regi...

Section 31A. Registers and documents to be kept Section 31A(1)(a) a notice of registration issued under this Act; Section 31A(1)(b) a register of the name and address of each partner , manager representative where applicable; Section 31A(1)(c) a copy of the most recent annual declaration of solvency or insolvency; Section 31A(1)(d) a copy of any statement lodged with the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") under this Act; Section 31A(1)(e) a copy of a certificate, if any, issued by the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") under this Act; Section 31A(1)(f) a copy of the limited liability partnership agreement and any amendment thereto; Section 31A(1)(g) a register of charges and security rights created under the Movable Property Security Rights Act, 2017; and Section 31A(1)(h) any other documents that the Registrar ("the Registrar of Limited Liability Partnerships appoint...

Section 31B. Beneficial owners Section 31B(1) Every limited liability partnership ("a partnership registered under this Act;") shall keep a register of its beneficial owners. Section 31B(2) A limited liability partnership ("a partnership registered under this Act;") shall enter in its register of beneficial owners, information relating to its beneficial owners as prescribed in the regulations. Section 31B(3)(a) in the case of a proposed limited liability partnership ("a partnership registered under this Act;") , when submitting documents provided under section 17 of this Act; and Section 31B(3)(b) in the case of existing limited liability partnership ("a partnership registered under this Act;") , within sixty days of coming into force of this section. Section 31B(4) The Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may, on the application of the limited liability partnership ("a partnership registered under this Act;") or for any other reason the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have bee...

Section 31C.Registerof nominee partners Section 31C(1) Every limited liability partnership ("a partnership registered under this Act;") shall keep a register of nominee partners at its registered office. Section 31C(2)(a) the name and address of the nominee partner ; Section 31C(2)(b) the date on which the person became a nominee partner ; and Section 31C(2)(c) the name and address of the partner ’s nominator . Section 31C(3) Every limited liability partnership ("a partnership registered under this Act;") registered before the coming into effect of this provision shall lodge with the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") , a copy of its register of nominee partners within sixty days of coming into effect of this provision. Section 31C(4) A limited liability partnership ("a partnership registered under this Act;") shall lodge with the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") ,...

Section 33A. Administrative strike off by theRegistrar Section 33A(1) Where the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") determines that a limited liability partnership ("a partnership registered under this Act;") is not carrying on business or is not in operation, the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may send to the registered address of the limited liability partnership ("a partnership registered under this Act;") or by other means as Regulations may prescribe, a communication inquiring whether the limited liability partnership ("a partnership registered under this Act;") is carrying on business or is in operation. Section 33A(2)(a) where a limited liability partnership ("a partnership registered under this Act;") has failed to file annual returns for a period of five years or more; or Section 33A(2)(b) where a limited liability partnership ("a partnership registered un...

Section 33B. Duty of theRegistraron liquidation Section 33B(1)(a) the affairs of the limited liability partnership ("a partnership registered under this Act;") are fully wound up; or Section 33B(1)(a)(i) the affairs of the limited liability partnership ("a partnership registered under this Act;") are fully wound up; or Section 33B(1)(a)(ii) no liquidator ("the Official Receiver when acting as the liquidator of a corporation;") is acting; and Section 33B(1)(a)(iii) the returns required to be made by the liquidator ("the Official Receiver when acting as the liquidator of a corporation;") in respect of the limited liability partnership ("a partnership registered under this Act;") have not been made for six consecutive months, Section 33B(1)(a)(iv) the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") shall publish a notice in the Kenya Gazette and notify the limited liability partnership ("a partnership registered under this Act;") or the liquidator ("the Official Receiver when acting as the liquidator of a corporation;") that at the end of t...

Section 33C. Stike off on application Section 33C(1) The Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may strike off the name of a limited liability partnership ("a partnership registered under this Act;") from the Register ("the Register of Limited Liability Partnerships established and maintained under this Act;") on application by a limited liability partnership ("a partnership registered under this Act;") . Section 33C(2)(a) it is made on behalf of the limited liability partnership ("a partnership registered under this Act;") by its manager or by a majority of the partners; and Section 33C(2)(b) it contains such information as prescribed by regulations. Section 33C(3)(a) stating that the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may exercise the power under this section in relation to the limited liability partnership ("a partnership registered under this Act;") ; and Section 33C(...

Section 33D. When an application for strike off may not be made Section 33D(1)(a) changed its name; Section 33D(1)(b) carried on business; Section 33D(1)(c) made a disposal for value of property ("things in action;") that, immediately before ceasing to carry on business, it held for the purpose of disposal for gain in the normal course of carrying business; or Section 33D(1)(d) necessary or expedient for the purpose of making an application under section 33C , or deciding whether to make an application; Section 33D(1)(d)(i) necessary or expedient for the purpose of making an application under section 33C , or deciding whether to make an application; Section 33D(1)(d)(ii) necessary or expedient for the purpose of closing down the affairs of the partnership; Section 33D(1)(d)(iii) necessary or expedient for the purpose of complying with any statutory requirement; or Section 33D(1)(d)(iv) specified by the Cabinet Secretary ("the Cabinet Secretary for the time being responsible for matter relating to limited liability partnerships;") by order made under subsection (2); or Section 33D(1)(d)(v) commenced insolvency process under the Insolvency Act, 2015 ( No. 18 of 2015 ), for the purpos...

Section 33E. Withdrawal of an application Section 33E(1) An applicant may, at any time before a limited liability partnership ("a partnership registered under this Act;") ’s name is struck of through a prescribed notice to the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") withdraw an application to strike of a limited liability partnership ("a partnership registered under this Act;") ’s name of the register. Section 33E(2)(a) send to the limited liability partnership ("a partnership registered under this Act;") ’s registered address , a notice that the application to strike off the name of the limited liability partnership ("a partnership registered under this Act;") from the Register ("the Register of Limited Liability Partnerships established and maintained under this Act;") has been withdrawn; and Section 33E(2)(b) where a notice to strike off the limited liability partnership ("a partnership registered under this Act;") had been published, publish a notice in the Kenya Gazette indicating that the application to strike off has been...

Section 33F. Objection to striking off Section 33F(1) An applicant may, by written notice to the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") , object an application to strike a limited liability partnership ("a partnership registered under this Act;") ’s name off the register at any time before the limited liability partnership ("a partnership registered under this Act;") ’s name is struck off the register. Section 33F(2) An objection under this section shall be made on the ground that there is reasonable cause why the name of the limited liability partnership ("a partnership registered under this Act;") should not be struck off. Section 33F(3) An objection to the striking off under subsection (1) shall be submitted to the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") by notice in the prescribed form and manner. Section 33F(4)(a) where applicable, notify the applicant in writing of the o...

Section 33G. Requirements to keep records after strike foff Section 33G(1) A manager in a limited liability partnership ("a partnership registered under this Act;") shall be required to keep records specified under this Part for at least seven years after the limited liability partnership ("a partnership registered under this Act;") has been struck off. Section 33G(2) Any person who contravenes this section commits an offence and shall be liable, on conviction, to a fine not exceeding five hundred thousand shillings. [Act No. 10 of 2023 , Sch.]

Section 33H. Restoration where strike off was by mistake Section 33H(1) The Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may restore the name of a limited liability partnership ("a partnership registered under this Act;") to the Register ("the Register of Limited Liability Partnerships established and maintained under this Act;") if satisfied that the striking off is a result of a mistake of the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") . Section 33H(2) For purposes of subsection (1), “a mistake of the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") ” excludes a mistake that is made on the basis of wrong, false or misleading information given by the applicant in connection with the application for striking off of the name of the limited lia...

Section 33I. Restoration by Court Section 33I(1) An application may be made to the Court to restore to the Register ("the Register of Limited Liability Partnerships established and maintained under this Act;") a limited liability partnership ("a partnership registered under this Act;") that has been struck from the Register ("the Register of Limited Liability Partnerships established and maintained under this Act;") . Section 33I(2)(a) the Attorney General; Section 33I(2)(b) a former partner of the firm; Section 33I(2)(c) any person who would appear to the Court to have an interest in the limited liability partnership ("a partnership registered under this Act;") ; or Section 33I(2)(d) a former manager .

Section 33J. Effect of restoration Section 33J(1) Where the name of a limited liability partnership ("a partnership registered under this Act;") is restored to the Register ("the Register of Limited Liability Partnerships established and maintained under this Act;") under this Act, the limited liability partnership ("a partnership registered under this Act;") shall be deemed to be in existence as if its name had not been struck off the register. Section 33J(2) The limited liability partnership ("a partnership registered under this Act;") is not liable for any liability arising from an obligation ("liability;") to file any document with the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") during the time within which it was struck off. [Act No. 10 of 2023 , Sch.]

Section 33K. Registers Section 33K(1) The Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") shall, subject to this Act, keep a register of limited liability partnerships. Section 33K(2)(a) the information relating to limited liability partnerships that is contained in documents lodged or filed with, or delivered to, the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") under this or any other Act; Section 33K(2)(b) certificates of registration issued by the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") ; and Section 33K(2)(c) certificates of registration of limited liability partnership ("a partnership registered under this Act;") ’s charges and security rights created under the Movable Property Security Rights Act, 2017. Section 33K(3) The Registrar...

Section 33L. Rectification of register Section 33L(1)(a) has been omitted; Section 33L(1)(b) is incorrect; or Section 33L(1)(c) has been included in error, Section 33L(1)(d) may apply to the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") for rectification of the register. Section 33L(2) Upon receipt of the application under subsection (1), the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") may require the applicant to produce such document or furnish such information as the Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a Deputy Registrar or Assistant Registrar appointed under that section") deems necessary in order to form an opinion whether the register is to be rectified. Section 33L(3) The Registrar ("the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under, and includes a De...

Section 34. Insolvency of alimited liability partnership Section 34(1) If a limited liability partnership ("a partnership registered under this Act;") becomes insolvent, the provisions of the Insolvency Act, 2015 ( No. 18 of 2015 ), shall apply with respect to the conduct of the receivership or management of the affairs of the partnership. Section 34(2) If a limited liability partnership ("a partnership registered under this Act;") becomes liquidated, the provisions of the Insolvency Act, 2015 ( No. 18 of 2015 ) shall apply. [Act No. 10 of 2023 , Sch.]

Section 34A. Foreignlimited liability partnership Section 34A(1) A foreign limited liability partnership ("a partnership registered under this Act;") shall not carry on business in Kenya unless it is registered as a foreign limited liability partnership ("a partnership registered under this Act;") under this Act. Section 34A(2) A person who contravenes subsection (1) commits an offence and shall be liable, on conviction, to a fine not exceeding two hundred and fifty thousand shillings, or to imprisonment for a term not exceeding three years, or to both. [Act No. 10 of 2023 , Sch.]