Point in Time
Act No: CAP. 30
Act Title: LIMITED LIABILITY PARTNERSHIP
[ Date of commencement: 16th March, 2012. ]
[ Date of assent: 11th November, 2011. ]
Subsidiary Legislation
Arrangement of Sections
PART I – PRELIMINARY
1.
Short title.

This Act may be cited as the Limited Liability Partnership Act.
2.
Interpretation

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; 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, 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);

“Competent Authority” means the Attorney-General, any criminal investigation agency established by law, law enforcement agencies including the Financial Reporting Centre and Kenya Revenue Authority;

"disposition", in relation to property, includes any conveyance, assignment or transfer of, or any mortgage or charge over, the property;

"identity document" means—

(a)

in the case of a person issued with an identity card, the number of the person’s identity card; or
(b)

in the case of a person not issued with an identity card, particulars of the person’s passport or other available evidence sufficient to identify the person;

"limited liability partnership" means a partnership registered under this Act;

"limited liability partnership agreement", in relation to a limited liability partnership, means an agreement (expressed or implied)—

(a)

between the partners of the partnership; or
(b)

between the partnership and its partners, that determines the mutual rights and duties of the partners and their rights and duties in relation to the partnership;

"liquidator" includes the Official Receiver when acting as the liquidator of a corporation;

"manager", in relation to a limited liability partnership, means a person who (whether or not a partner of the partnership) is concerned in, or takes part in, the management of the partnership (whether or not the particulars or consent of that partner to act as such are lodged with Registrar as required under section 27(2);

"misfeasance" includes neglect and omission;

“nominator” means an individual, group of individuals or legal person that issues instructions, directly or indirectly, to a nominee to act on their behalf in the capacity of a partner;

“nominee partner” means an individual or legal person instructed by the nominator to act on their behalf in a certain capacity regarding a limited liability partnership;

"obligation" includes liability;

"officer", in relation to a limited liability partnership, means—

(a)

a manager of the limited liability partnership;
(b)

a receiver and a manager of a part of the undertaking of the partnership appointed under a power contained in an instrument; or
(c)

a liquidator of the partnership appointed in a voluntary winding up, but does not include—
(d)

a receiver who is not a manager;
(e)

a receiver and manager appointed by the Court; or
(f)

a liquidator appointed by the Court or by the creditors;

"partner", in relation to a limited liability partnership, means a person who has been admitted as a partner in the partnership in accordance with the relevant limited liability partnership agreement;

"powers" includes rights and authorities;

"property" includes things in action;

"record" includes 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;

"Register" means the Register of Limited Liability Partnerships established and maintained under this Act;

"Registrar" means the Registrar of Limited Liability Partnerships appointed or taken to have been appointed under section 3, and includes a Deputy Registrar or Assistant Registrar appointed under that section.

[Act No. 10 of 2023, Sch.]
PART II – REGISTRAR AND REGISTER OF LIMITED LIABILITY PARTNERSHIPS
3.
Appointment and functions of Registrar and other officers.
(1)

There shall be a Registrar of Limited Liability Partnerships.
(2)

The Registrar of Companies is the Registrar of Limited Liability Partnerships.
(3)

There shall be a Deputy Registrar of Limited Liability Partnerships and Assistant Registrars of Limited Liability Partnerships.
(4)

The Registrar may authorize the Deputy Registrar or an Assistant Registrar to perform and exercise such of the Registrar’s functions and powers as the Registrar may from time to time specify.
(5)

Functions and powers of the Registrar performed or exercised in accordance with an authority conferred under subsection (4) are taken to have been performed or exercised by the Registrar.
4.
Power of Registrar to refuse registration if information is not adequate.

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.
5.
Electronic lodgement of documents with Registrar.
(1)

The Registrar may require any document to be lodged under this Act to be lodged 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 conditions (if any) as the Registrar may impose from time to time.
(3)

A copy of a document lodged electronically with the Registrar under this Act, purporting to be certified by the Registrar as being a true copy of the original document, is, in the absence of evidence to the contrary, admissible in all legal proceedings as proof of the original document.
PART III – NATURE OF LIMITED LIABILITY PARTNERSHIP
6.
Limited liability partnership to have separate legal personality.
(1)

A limited liability partnership is an entity formed by being registered under this Act.
(2)

On being registered under this Act, a limited liability partnership becomes a body corporate with perpetual succession with a legal personality separate from that of its partners.
(3)

A change in the partners of a limited liability partnership does not affect the existence, rights or obligations of the limited liability partnership.
7.
Capacity of limited liability partnership.
(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 partnership 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.
8.
Partnership Act to apply to limited liability partnership.

The Partnerships Act shall apply to a limited liability partnership except so far as a provision of this Act otherwise expressly provides.
9.
Who can be partners in a limited liability partnership.
(1)

A natural person or a body corporate may be a partner in a limited liability partnership.
(2)

A trade union is not a body corporate for the purposes of subsection (1).
10.
Liability of partners in limited liability partnership to be limited.
(1)

A limited liability partnership shall be solely obligated to an issue arising from contract, tort or otherwise.
(2)

A person is not personally liable, directly or indirectly, for an obligation referred to in subsection (1) only because the person is a partner of the limited liability partnership.
(3)

Subsection (1) shall not affect the personal liability of a partner in tort for the wrongful act or omission of that partner.
(4)

A partner is not personally liable for the wrongful act or omission of another partner of the limited liability partnership.
(5)

If a partner of a limited liability partnership 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 or with its authority, the partnership is liable to the same extent as that partner.
(6)

The liabilities of a limited liability partnership are payable out of the property of the limited liability partnership.
11.
Power of partner to bind the limited liability partnership.
(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 limited liability partnership by doing that thing; and
(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.
(3)

If a person has ceased to be a partner of a limited liability partnership, the former partner is, in relation to a person dealing with the partnership, to be treated as still being a partner of the partnership, unless—

(a)

the person has notice that the former partner has ceased to be a partner of the limited liability partnership; or
(b)

the former partner has ceased to be a partner of the limited liability partnership and notice of that fact has been delivered to the Registrar.
12.
How the relationship of partners is to be governed.
(1)

Except as otherwise provided by this Act, the mutual rights and duties of the 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 such agreement or there is such an agreement but it does not deal with a particular matter, by the First Schedule.
(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.
13.
How a partner ceases to be a member of a limited liability partnership.
(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 of the partner to resign as partner.
(2)

A partner of a limited liability partnership also ceases to be a partner on the partner’s death or on dissolution of the partnership.
(3)

If a person ceases to be a partner of limited liability partnership, then, unless otherwise provided for in the limited liability partnership agreement (if any), that person, or the person’s personal representative, or the liquidator (if any) of the partner’s estate, is entitled to receive from the limited liability partnership an amount—

(a)

equal to the person’s capital contribution to the limited liability partnership and the person’s right to share in the accumulated profits of the limited liability partnership after the deduction of losses of the limited liability partnership; and
(b)

determined as at the date the person ceased to be a partner.
(4)

A person who was formerly a partner of a limited liability partnership, or, if the person has died, the person’s personal representative or a liquidator is not entitled to interfere in the management of the partnership.
14.
What is the effect of a partner becoming bankrupt.
(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 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.
(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 but is entitled to receive distributions from the partnership that the bankrupt partner is entitled to receive under the limited liability partnership agreement.
15.
Partner may assign interest in limited liability partnership.
(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 assignee becomes entitled to receive distributions from the partnership that the partner would otherwise have been entitled to receive.
(3)

An assignment under subsection (2)—

(a)

terminates the partner’s partnership in the partnership; and
(b)

entitles the assignee to participate in the management of the limited liability partnership.
PART IV – REGISTRATION OF LIMITED LIABILITY PARTNERSHIPS
16.
Registration of body as a limited liability partnership.

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.
17.
Requirements for registering limited liability partnerships.
(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 liability partnership and contains the following information—

(a)

the name of that partnership;
(b)

the general nature of the proposed business of that partnership;
(c)

the proposed registered office of that partnership;
(d)

the name, identity document (if any), nationality, and usual place of residence of each person who will be a partner of the partnership;
(e)

if any of the persons referred to in paragraph (d) is a body corporate—

(i) the body’s corporate name;
(ii) the body’s place of incorporation or registration;
(iii) the body’s registration number (if any); and
(iv) the registered office of the body to which all communications may be addressed;
(f)

the name, identity document (if any), nationality and the usual place of residence of each person who will be a manager of the partnership and, if any such person is a body corporate—

(i) the corporate name, place of incorporation or registration number (if any) of the body; and
(ii) the registered office of the body to which all communications may be addressed;
(fa)

a copy of the register of beneficial owners;
(g)

such other information concerning the proposed limited liability partnership as may be prescribed by the regulations.
(3)

The statement shall be in a form prescribed or approved by the Registrar and be accompanied by the prescribed fee (if any).
(4)

The Registrar may, in a particular case, require the statement to be verified in a manner that the Registrar considers appropriate.
(5)

The Registrar may refuse to register the partnership as a limited liability partnership if such a requirement is not complied with.

[Act No. 10 of 2023, Sch.]
18.
Functions of Registrar with respect to the registration of limited liability partnerships.
(1)

As soon as practicable after receiving the statement lodged under section 17 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 the statement.
(2)

A certificate of registration is conclusive evidence that—

(a)

the requirements of sections 17 and 20 have been complied with; and
(b)

the limited liability partnership is registered by the name specified in the certificate.
(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.
19.
Registrar to refuse registration on certain national security or public interest grounds.
(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)

it would be contrary to the national security or public interest for the entity to be so registered.
(2)

The Cabinet Secretary responsible for internal security may, by notice in writing given to the Registrar, certify that the Cabinet Secretary 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 under this Act.
(3)

In making a decision under subsection (1), the Registrar shall take into account any relevant certificate notified to the Registrar under subsection (2).
20.
Requirements for names of limited liability partnerships.
(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 18 or section 32

(3)

The registration of a name under which a limited liability partnership carries on business does not authorise the use of that name if, apart from that registration,

the use of that name is prohibited.
(4)

A limited liability partnership that contravenes this section commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.
21.
Restrictions on registration of limited liability partnership names.
(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 business name;
(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
(d)

a name of a kind that the Cabinet Secretary has, by written notice, directed the Registrar not to accept for registration.
(2)

A person may apply to the Registrar in the prescribed manner for the reservation of a name specified in the application as—

(a)

the name of a proposed limited liability partnership; or
(b)

the name to which a limited liability partnership proposes to change its name.
(3)

On receiving an application under subsection (2) and on payment of the prescribed fee the Registrar shall, if satisfied that the name to be reserved is not one that may be rejected on a ground referred to in subsection (1), reserve the name for a period of two months from the date on which the application was lodged or for such longer period as the Registrar may specify.
(4)

If the Registrar is satisfied that a limited liability partnership has been registered under a name that—

(a)

is a name referred to in subsection (1); or
(b)

nearly resembles the name of any other limited liability partnership or company or a business name as to be likely to be mistaken for it,

the Registrar may direct the limited liability partnership to change its name.
(5)

A direction may be given under subsection (4) whether the name was registered through inadvertence, mistake or otherwise and whether at the time the partnership was first registered or when it changed its name.
(6)

A limited liability partnership shall comply with a direction given to it under subsection (4) within six weeks after being notified of the direction or within such longer period as the Registrar may allow.
(7)

A person may, in writing, apply to the Registrar to give a direction to a limited liability partnership, to change its name on a ground referred to in subsection (4)(a) or (b).
(8)

The Registrar shall not consider an application under subsection (6) to give a direction to a limited liability partnership on the ground referred to in subsection (4)(b) unless the Registrar receiving the application within twelve months after the date of the registration of the partnership under that name.
(9)

A limited liability partnership which fails to comply with a direction given under subsection (4) commits an offence and is liable on conviction to a fine not exceeding fifty thousand shillings.
(10)

If, after being convicted of an offence under subsection (8), a limited liability partnership still fails to comply with a direction given under subsection (4), the partnership commits a further offence on each day or part of a day during which the failure continues and is liable on conviction to a fine not exceeding five thousand shillings for each such offence.
(11)

The Registrar may, if it is satisfied that a limited liability partnership is directed under subsection (4) to change its name had applied for registration under that name in bad faith, require the partnership to pay the Registrar such penalty as may be prescribed and the Registrar may, by proceedings brought in a court of competent jurisdiction, recover such a fee as a debt due to the Registrar.
(12)

A limited liability partnership which is aggrieved by a direction of the Registrar under subsection (4) or a requirement of the Registrar under subsection (10) may, within thirty days after the date of the direction or requirement, appeal to the Cabinet Secretary.
22.
Registrar to notify decision refusing registration and state reasons for the decision.
(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 decision was based.
(2)

The Registrar may not make a decision refusing to register an entity as a limited liability partnership without giving the persons concerned an opportunity to show cause as to why the entity should be so registered.
23.
Right to appeal against refusal of registration.

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.
PART V – CONVERSION OF PARTNERSHIPS AND PRIVATE COMPANIES INTO A LIMITED LIABILITY PARTNERSHIP
24.
Conversion from firm to a limited liability partnership.
(1)

A partnership may convert itself into a limited liability partnership by satisfying 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 the Second Schedule.
(3)

In this section and in the Second Schedule, "convert", in relation to a partnership converting to a limited liability partnership, means a transfer of the property, assets, interests, rights, privileges, liabilities, obligation and the undertaking of the partnership to the limited liability partnership in accordance with the Second Schedule.
25.
Conversion of a private company to a limited liability partnership.
(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 limited liability partnership into which the private company is converted; and
(d)

the partners of that limited liability partnership,

are bound by the Third Schedule.
PART VI – MANAGEMENT OF LIMITED LIABILITY PARTNERSHIPS
26.
Limited liability partnership to have at least two partners.
(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 the partnership incurred during the period that the partnership carries on business beyond those two years if, at the time the obligation was incurred, that person—

(a)

was a partner of the partnership; and
(b)

knew or ought to have known that the partnership was carrying on business with fewer than two partners beyond those two years.
27.
Limited liability partnership to have manager.
(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 person who is designated as manager of the partnership; and
(b)

the consent of that person to act as the partnership manager.
(3)

A manager of a limited liability partnership—

(a)

shall be personally responsible for ensuring that the partnership complies with sections 29 sections 32 and sections 33; and
(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.
(4)

If a limited liability partnership 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.
(5)

A limited liability partnership that fails to comply with subsection (2) commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.
(6)

If, after being convicted of an offence under subsection (4), a limited liability partnership 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.
(7)

If, after being convicted of an offence under subsection (5), a limited liability partnership still fails to comply with subsection (2), 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.
28.
Provisions that apply when limited liability partnership has more than one manager.
(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 reference in this Act to the manager of a limited liability partnership is, if the partnership has only one manager, a reference to that manager.
(3)

A reference in this Act to the doing of an act by two or more managers of a limited liability partnership that has only one manager is a reference to the doing of that act by that manager.
29.
Filing of annual returns.
(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 following information—

(a)

the address of the limited liability partnership’s registered office and, if a post office box number is known, the physical address of that office;
(b)

the limited liability partnership’s principal business activities;
(c)

a declaration of solvency or insolvency;
(d)

the particulars prescribed by the regulations of—
(e)

the manager of a limited liability partnership;
(f)

the partners; and
(g)

any person appointed by the limited liability partnership as an authorised person.
(3)

If a limited liability partnership fails to comply with the requirements of subsection (1), the limited liability partnership or any officer of the limited liability partnership in default is liable to pay to the Registrar an administrative penalty of two thousand shillings.

[Act No. 10 of 2023, Sch.]
30.
Limited partnership to keep proper accounting records.
(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 view of the state of affairs of the partnership.
(2)

A limited liability partnership shall retain its accounting records for not less than seven years after completion of the matters to which they relate.
(3)

A limited liability partnership 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.
(4)

The Registrar may, by notice in writing to the limited liability partnership or any of its partners, require the partnership or that partner to produce the partnership’s accounting records for inspection by the Registrar at such time or with such period, and at such place, as is specified by that notice.
(5)

If a limited liability partnership fails to comply with subsection (1), (2) or (3) The partnership and each of the partners commits an offence and is liable on conviction—

(a)

if the offender is a natural person, to a fine not exceeding one hundred thousand shillings or to imprisonment for a term not exceeding two years or to both; and
(b)

if the offender is a body corporate, to a fine not exceeding one hundred thousand shillings.
(6)

A person who fails to comply with a notice given under subsection (4) commits an offence and is liable—

(a)

if the offender is a natural person, to a fine not exceeding one hundred thousand shillings or to imprisonment for a term not exceeding two years, or to both; and
(b)

if the offender is a body corporate, to a fine not exceeding one hundred thousand shillings.
31.
Limited liability partnership to have registered office in Kenya.
(1)

A limited liability partnership shall establish and maintain a registered office within 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 it at or sending it by post, to the partnership’s registered office.
(3)

A limited liability partnership may change the address of its registered office by lodging with the Registrar a notice of change in the manner determined by the Registrar and such a change takes effect when the notice is lodged.
31A.
Registers and documents to be kept
(1)

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 copy of any statement lodged with the Registrar under this Act;
(e)

a copy of a certificate, if any, issued by the Registrar under this Act;
(f)

a copy of the limited liability partnership agreement and any amendment thereto;
(g)

a register of charges and security rights created under the Movable Property Security Rights Act, 2017; and
(h)

any other documents that the Registrar may, from time to time, require to be kept.
(2)

A limited liability partnership shall lodge with the Registar, a copy of the register of the name and address of each partner, manager and legal representative where applicable, within thirty days of its preparation.
(3)

A limited liability partnership shall keep the documents in subsection (1) for a minimum period of seven years.
(4)

The documents kept under subsection (1) shall be available for inspection or copying during ordinary business hours at the request of a partner.
(5)

A partner who is deprived of the right to inspect the documents kept under subsection (1) may apply to the High Court to compel the limited liability partnership to provide the documents.
(6)

A limited liability partnership that fails to comply with this section commits an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand shillings and, in the case of a continuing offence, to a further fine not exceeding fifty thousand shillings for each day that the offence continues.
(7)

The provisions of this section shall apply to foreign limited liability partnerships.

[Act No. 10 of 2023, Sch.]
31B.
Beneficial owners
(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 lodge with the Registrar a copy of its register of beneficial owners—

(a)

in the case of a proposed limited liability partnership, when submitting documents provided under section 17 of this Act; and
(b)

in the case of existing limited liability partnership, within sixty days of coming into force of this section.
(4)

The Registrar may, on the application of the limited liability partnership or for any other reason the Registrar thinks fit, extend the period referred to in subsection (3)(b) for a period not exceeding thirty days.
(5)

A limited liability partnership shall lodge with the Registrar a copy of any amendment to its register of beneficial owners within fourteen days after making the amendment.
(6)

Every limited liability partnership shall keep records of its beneficial owner’s information for at least ten years from the date, which a person ceases to be a beneficial owner.
(7)

If a limited liability partnership fails to comply with the requirements of subsection (5), the limited liability partnership and each manager in default is liable to pay to the Registrar, an administrative penalty of two thousand shillings.
(8)

If the limited liability partnership continues to fail to comply with the requirement of subsection (7), the limited liability partnership and each manager in default is liable to pay to the Registrar a further administrative penalty of one hundred shillings for each day of default.
(9)

If the limited liability partnership does not comply with subsection (1) or subsection (6), the limited liability partnership, and each officer in default, commits an offence and on conviction are each liable to a fine not exceeding five hundred thousand shillings.
(10)

If, after a limited liability partnership or any of its officers is convicted of an offence under subsection (9), the limited liability partnership continues to fail to comply with the relevant requirement, the limited liability partnership, and each officer of the company who is in default, commits a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding fifty thousand shillings for each such offence.
(11)

Notwithstanding provisions of subsection (9) and (10), the Registrar may give a direction to a limited liability partnership that is in breach of subsection (3)(b) specifying—

(a)

the statutory requirement of which the limited liability partnership is in breach;
(b)

the action that the limited liability partnership is required to take;
(c)

that the limited liability partnership has to comply with the direction within fourteen days; and
(d)

the consequence provided for under section 33D for failure to comply with the direction by the Registrar.

[Act No. 10 of 2023, Sch.]
31C.
Register of nominee partners
(1)

Every limited liability partnership shall keep a register of nominee partners at 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; and
(c)

the name and address of the partner’s nominator.
(3)

Every limited liability partnership registered before the coming into effect of this provision shall lodge with the Registrar, a copy of its register of nominee partners within sixty days of coming into effect of this provision.
(4)

A limited liability partnership shall lodge with the Registrar, a copy of any amendment to its register of nominee partners within fourteen days after making the amendment.
(5)

The register of nominee partners shall not be open to inspection by members of the public.
(6)

If a limited liability partnership fails to comply with a requirement under subsection (3) or subsection (4), the limited liability partnership, and each officer in default is liable to pay to the Registrar, an administrative penalty of two thousand shillings.
(7)

This section shall apply to foreign limited liability partnerships.

[Act No. 10 of 2023, Sch.]
32.
Requirements for documents issued by limited liability partnership.
(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 partnership that fails to comply with subsection (1) commits an offence and is liable on conviction to a fine not exceeding fifty thousand shillings.
(3)

If after being convicted of an offence under subsection (2), a limited liability partnership 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 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.
33.
Changes to registered details of limited liability partnership to be lodged with Registrar.
(1)

Whenever a change occurs in any of the details registered in respect of a 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 is prescribed by the regulations.
(2)

A person who ceases to be a partner or a manager of a limited liability partnership may personally lodge with the Registrar the statement referred to in subsection (1) if that partner or manager reasonably believes that the partnership will not lodge the statement with the Registrar.
(3)

The Registrar may, in any particular case, require a statement lodged under subsection (1) to be rectified in a manner the Registrar considers fit.
(4)

Any statement required to be lodged under this section may be lodged in the manner specified by the Registrar.
PART VIA – STRIKE OFF
33A.
Administrative strike off by the Registrar
(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 limited liability partnership is carrying on business or is in operation.
(2)

For purposes of subsection (1), grounds upon which the Registrar may form a reasonable belief that a limited liability partnership is not carrying on business may include—

(a)

where a limited liability partnership has failed to file annual returns for a period of five years or more; or
(b)

where a limited liability partnership has failed to comply with the requirement to lodge a copy of the register of beneficial ownership after being issued with a directive under section 31B.
(3)

The Cabinet Secretary may provide in regulations, grounds upon which a limited liability partnership may be considered not to be carrying on business for the purpose of this section.
(4)

A limited liability partnership shall respond within one month of the date of the communication from the Registrar under subsection (1).
(5)

Where the Registrar does not receive any response as required under subsection (4), the Registrar shall notify the limited liability partnership that—

(i) no response has been received; and
(ii) if no response is received within one month after the date of notification under this subsection, the limited liability partnership shall be struck off.
(6)

Where the Registrar receives a response continuing that the limited liability partnership is not carrying on business or is not in operation, the Registrar shall direct the limited liability partnership to make an application for strike off.
(7)

Where the Registrar does not receive a response on application under subsection (6) within one month, the Registrar may, by notice in the Kenya Gazette notify the limited liability partnership that, at the end of a period of three months from the date of the notice, the name of the stated limited liability partnership shall, unless cause is shown to the contrary, be struck off from the Register and the limited liability partnership shall be dissolved.
(8)

Upon expiry of the period specified in the notice sent under subsection (5), the Registrar may, unless cause to the contrary, strike off the name of the limited liability partnership from the register.
(9)

After striking off under this section, the Registrar shall publish in the Kenya Gazette a notice indicating that the name of the limited liability partnership has been struck off from the Register.
(10)

On publication of the notice under subsection (9), the limited liability partnership shall be dissolved.
(11)

Despite subsection (10)—

(a)

any liability incurred by a manager or partner of the limited liability partnership continues to accrue to that manager or partner and may be enforced as if the limited liability partnership had not been dissolved; and
(b)

nothing in this section shall affect the power of the Court to liquidate a limited liability partnership which is struck off under this section.

[Act No. 10 of 2023, Sch.]
33B.
Duty of the Registrar on liquidation
(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 liability partnership have not been made for six consecutive months,
(iv) the Registrar shall publish a notice in the Kenya Gazette and notify the limited liability partnership or the liquidator that at the end of the notice, the name of the limited liability partnership shall, unless cause is shown to the contrary, be struck off from the Register and the partnership dissolved.
(2)

Upon expiry of the period specified in the notice under subsection (1), the Registrar may, unless cause is shown to the contrary, strike off the name of the limited liability partnership from the register.
(3)

After striking the name of the limited liability partnership off the Register under subsection (2), the Registrar shall publish a notice in the Kenya Gazette that the name of the limited liability partnership has been struck off from the Register.
(4)

On publication of the notice under subsection (3), the limited liability partnership shall be deemed to be dissolved.
(5)

Despite subsection (4)—

(a)

any liability incurred by a manager and partner of the limited liability partnership shall continue to accrue to that manager or partner and may be enforced as if the limited liability had not been dissolved; and
(b)

nothing in this section shall affect the power of the Court to liquidate a limited liability partnership which is struck off under this section.

[Act No. 10 of 2023, Sch.]
33C.
Stike off on application
(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 majority of the partners; and
(b)

it contains such information as prescribed by regulations.
(3)

The Registrar may not strike off the name of a limited liability partnership from the Register under this section until after three months from the date of the publication of a notice in the Kenya Gazette—

(a)

stating that the Registrar may exercise the power under this section in relation to the limited liability partnership; and
(b)

inviting any person to show cause why the name of the limited liability partnership should not be struck off.
(4)

After striking the name of the limited liability partnership off the Register, the Registrar shall publish in the Gazette a notice that the limited liability partnership’s name has been struck off the Register and the date of the striking off.
(5)

On publication of the notice under subsection (4), the limited liability partnership shall be deemed to be dissolved.
(6)

Despite subsection (5)—

(a)

any liability incurred by a manager or partner of the limited liability partnership shall continue to accrue to that manager or partner and may be enforced as if the limited liability partnership had not been dissolved; and
(b)

nothing in this section shall affect the power of the Court to liquidate a limited liability partnership which is struck off under this section.

[Act No. 10 of 2023, Sch.]
33D.
When an application for strike off may not be made
(1)

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 purpose of disposal for gain in the normal course of carrying business; or
(d)

engaged in any other activity, except one that is—

(i) necessary or expedient for the purpose of making an application under section 33C, or deciding whether to make an application;
(ii) necessary or expedient for the purpose of closing down the affairs of the partnership;
(iii) necessary or expedient for the purpose of complying with any statutory requirement; or
(iv) specified by the Cabinet Secretary by order made under subsection (2); or
(v) commenced insolvency process under the Insolvency Act, 2015 (No. 18 of 2015), for the purposes of dissolving the limited liability partnership.
(2)

The Cabinet Secretary may, by order published in the Kenya Gazette—

(a)

specify an activity for the purpose of subsection (1)(d)(iv); or
(b)

alter the period in relation to which the performance of an act referred to under that subsection is relevant.
(3)

For the purposes of this section, a limited liability partnership shall not be treated as carrying on business only because it makes a payment in respect of a liability incurred in the course of carrying on business.

[Act No. 10 of 2023, Sch.]
33E.
Withdrawal of an application
(1)

An applicant may, at any time before a limited liability partnership’s name is 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 Registrar shall—

(a)

send to the limited liability partnership’s registered address, a notice that the application to strike off the name of the limited liability partnership from the Register has been withdrawn; and
(b)

where a notice to strike off the limited liability partnership had been published, publish a notice in the Kenya Gazette indicating that the application to strike off has been withdrawn.

[Act No. 10 of 2023, Sch.]
33F.
Objection to striking off
(1)

An applicant may, by written notice to the Registrar, object an application to strike a limited liability partnership’s name off the register at any time before the limited liability partnership’s name is struck off the register.
(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 should not be struck off.
(3)

An objection to the striking off under subsection (1) shall be submitted to the Registrar by notice in the prescribed form and manner.
(4)

Upon receipt of a notice of objection, the Registrar shall—

(a)

where applicable, notify the applicant in writing of the objection; and
(b)

in deciding whether to allow the objection, take into account such considerations as may prescribed by regulations.

[Act No. 10 of 2023, Sch.]
33G.
Requirements to keep records after strike foff
(1)

A manager in a limited liability partnership shall be required to keep records specified under this Part for at least seven years after the limited liability partnership has been struck off.
(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.]
33H.
Restoration where strike off was by mistake
(1)

The Registrar may restore the name of a limited liability partnership to the Register if satisfied that the striking off is a result of a mistake of the Registrar.
(2)

For purposes of subsection (1), “a mistake of the Registrar” 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 liability partnership from the Register.
(3)

The Registrar may restore the name of a limited liability partnership to the Register by publishing in the Gazette a notice declaring the restoration takes effect on the date of publication of the notice.

[Act No. 10 of 2023, Sch.]
33I.
Restoration by Court
(1)

An application may be made to the Court to restore to the Register a limited liability partnership that has been struck from the Register.
(2)

An application under subsection (1) may be made by—

(a)

the Attorney General;
(b)

a former partner of the firm;
(c)

any person who would appear to the Court to have an interest in the limited liability partnership; or
(d)

a former manager.

[Act No. 10 of 2023, Sch.]
33J.
Effect of restoration
(1)

Where the name of a limited liability partnership is restored to the Register under this Act, the limited liability partnership shall be deemed to be in existence as if its name had not been struck off the register.
(2)

The limited liability partnership is not liable for any liability arising from an obligation to file any document with the Registrar during the time within which it was struck off.

[Act No. 10 of 2023, Sch.]
33K.
Registers
(1)

The Registrar shall, subject to this Act, keep a register of limited liability partnerships.
(2)

The Register shall comprise of—

(a)

the information relating to limited liability partnerships that is contained in documents lodged or filed with, or delivered to, the Registrar under this or any other Act;
(b)

certificates of registration issued by the Registrar; and
(c)

certificates of registration of limited liability partnership’s charges and security rights created under the Movable Property Security Rights Act, 2017.
(3)

The Registrar shall keep records of a struck off limited liability partnership for at least seven years after which the Registrar may arrange for the records to be transferred to the Kenya National Archives and Documentation Service.
(4)

Any person may, upon payment of the prescribed fee—

(a)

inspect any public document lodged with the Registrar under this Act; or
(b)

apply for a certified or uncertified copy of a document forming part of the public records held by the Registrar.
(5)

The Registrar shall not disclose permit the inspection of any personal identifiable information including—

(a)

telephone numbers and emails;
(b)

residential address; or
(c)

any other information that may be restricted from disclosure by any other law.
(6)

The Registrar may disclose the information in subsection (5)—

(a)

to competent authorities; or
(b)

where the Court orders such information to be disclosed.

[Act No. 10 of 2023, Sch.]
33L.
Rectification of register
(1)

A person in respect of which an entry in a register—

(a)

has been omitted;
(b)

is incorrect; or
(c)

has been included in error,
(d)

may apply to the Registrar for rectification of the register.
(2)

Upon receipt of the application under subsection (1), the Registrar may require the applicant to produce such document or furnish such information as the Registrar deems necessary in order to form an opinion whether the register is to be rectified.
(3)

The Registrar shall give notice of that application to such other person the as Registrar may identify being a person who appears to the Registrar to be concerned or to have an interest in the business.
(4)

The Registrar may proceed to rectify the register where no objection is received from persons notified in subsection (3) above.
(5)

The Registrar may, without an application being made under subsection (1), rectify the register where, in the view of the Registrar an entry—

(a)

has been omitted;
(b)

is incorrect; or
(c)

has been included in error:

Provided that the Registrar shall take into account fair administrative actions before rectifying the register.
(6)

Notwithstanding subsection (1), the Registrar may refuse any application if the error, mistake or omission does not arise in the ordinary course of the discharge of the duties of the Registrar.
(7)

Any person aggrieved by the refusal of the Registrar to rectify the particulars in the register may, within thirty days of the decision of the Registrar, appeal to the High Court for determination.

[Act No. 10 of 2023, Sch.]
PART VII – RECEIVERSHIP AND WINDING UP OF A LIMITED LIABILITY PARTNERSHIP
34.
Insolvency of a limited liability partnership
(1)

If a limited liability partnership 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.
(2)

If a limited liability partnership becomes liquidated, the provisions of the Insolvency Act, 2015 (No. 18 of 2015) shall apply.

[Act No. 10 of 2023, Sch.]
PART VIIA – FOREIGN LIMITED LIABILITY PARTNERSHIP
34A.
Foreign limited liability partnership
(1)

A foreign limited liability partnership shall not carry on business in Kenya unless it is registered as a foreign limited liability partnership under this Act.
(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.]
34B.
Registration of Foreign limited liability partnerships
(1)

A person seeking to register a foreign limited liability partnership shall, in addition to the requirements under sections 17, 19 and 20 of this Act, make an application to the Registrar—

(a)

in the prescribed form; and
(b)

accompanied by a notarized copy of—

(i) the certificate of registration from its country of origin or any other similar document;
(ii) the partnership agreement or any other similar document;
(iii) a list of partners and managers and their particulars; and
(iv) a list of beneficial owners and their particulars.
(2)

The name of a foreign limited liability partnership may be—

(a)

the name of the limited liability partnership under the law of the country or territory in which it is incorporated; or
(b)

an alternative name specified in accordance with this Act:

Provided that the name complies with the provisions relating to names under this Act.
(3)

The Registrar shall, on being satisfied with the application and on payment of a prescribed fee—

(a)

register the foreign limited liability partnership;
(b)

allocate a registration number for the foreign limited liability partnership; and
(c)

issue a notice of registration in the prescribed form.

[Act No. 10 of 2023, Sch.]
34C.
Appointment of a local representative by a foreign Limited liability partnership
(1)

A foreign limited liability partnership shall, for purposes of operating in Kenya, appoint at least one local representative who shall be—

(a)

a permanent resident in Kenya; or
(b)

a Kenyan citizen who ordinarily resides in Kenya.
(2)

A foreign limited liability partnership shall lodge with the Registrar the particulars of every person who acts as a local representative of the foreign limited liability partnership and the consent of the local representative to act as such.
(3)

The local representative shall issue and lodge with the Registrar a written notice of his or her intention to vacate the office to the foreign limited liability partnership.
(4)

Where the local representative has lodged a notice under subsection (3), he or she shall cease to be the local representative of the foreign limited liability partnership on expiry of thirty days from the date of the lodgment of the notice.
(5)

A foreign limited liability partnership and every partner of the foreign limited liability partnership who fails to comply with subsection (1) commits an offence.

[Act No. 10 of 2023, Sch.]
34D.
Registered office

A foreign limited liability partnership shall have a registered office in Kenya to which all communications and notices may be addressed.

[Act No. 10 of 2023, Sch.]
34E.
Annual returns
(1)

A foreign limited liability partnership shall file its annual returns with the Registrar within thirty days of the anniversary of its registration under the Act or any other period as the Registrar may upon application allow.
(2)

The annual returns of a foreign limited partnership shall state the date to which it is made up and contain the following information—

(a)

the address of the foreign limited liability partnership’s registered office and, if a postal address is given, the physical address of that office;
(b)

the foreign limited liability partnership’s business activities;
(c)

a declaration of solvency or insolvency; and
(d)

the particulars prescribed by the regulations of—

(i) the manager of a foreign limited liability partnership;
(ii) the partners; and
(iii) the local representative or any person appointed by the foreign limited liability partnership as an authorised person.
(3)

If a foreign limited liability partnership fails to comply with the requirements of subsection (1), the limited liability partnership and any officer of the limited liability partnership in default is liable to pay to the Registrar, an administrative penalty of two thousand shillings.

[Act No. 10 of 2023, Sch.]
34F.
Cessation of business in Kenya
(1)

A foreign limited liability partnership that ceases operations in Kenya shall within seven days of such cessation, lodge with the Registrar a notice of the cessation.
(2)

The cessation of business shall take effect upon the lodging of the notice under subsection (1).
(3)

The obligation of any foreign limited liability partnership to lodge any document with the Registrar, except those documents that ought to have been lodged before such date, shall cease upon lodging of the notice under subsection (1).
(4)

The Registrar shall publish a notice in the Kenya Gazette indicating that after ninety days from the date of publication of the notice, the name of the specified foreign limited liability partnership shall, unless cause is shown to the contrary, be struck off the Register and the limited liability partnership shall be deemed to be dissolved.
(5)

Upon expiry of ninety days period specified under subsection (4), the Registrar shall—

(a)

remove the name of the foreign limited liability partnership from the Register; and
(b)

publish in the Kenya Gazette a notice indicating that the name of the foreign limited liability partnership has been struck off from the Register.

[Act No. 10 of 2023, Sch.]
34G.
Notice of liquidation or dissolution
(1)

A foreign limited liability partnership that is liquidated or dissolved shall, within thirty days after the liquidation or the dissolution, lodge or cause to be lodged with the Registrar a notice of such liquidation or dissolution in accordance with the Insolvency Act, 2015.
(2)

The Registrar shall, on receipt of the notice under subsection (1) publish the notice in the Kenya Gazette.
(3)

The Registrar shall, on expiry of ninety days from the date of publication of the notice under subsection (1)—

(a)

remove the name of the foreign limited liability partnership from the Register; and
(b)

publish in the Kenya Gazette a notice indicating that the name of the foreign limited liability partnership has been struck off from the Register.

[Act No. 10 of 2023, Sch.]
34H.
Requirements to keep records after strike off
(1)

A local representative in a foreign limited liability partnership shall be required to keep records under this Act for at least seven years after the limited liability partnership has been struck off.
(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.]
PART VIII – MISCELLANEOUS PROVISIONS
35.
Power of Cabinet Secretary to make regulations for the purposes of this Act.

The Cabinet Secretary may make regulations, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed or that is necessary to be prescribed for carrying out or giving effect to this Act.
36.
Power to make procedural rules for the purposes of proceedings under this Act.

The Court may make rules, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed by rules.
37.
[Spent]
38.
Transitional provisions.
(1)

In this section—

"existing limited liability partnership" means a limited liability partnership whose registration is continued under subsection (2);

"repealed Act" means the Act repealed by section 37.
(2)

The registration of a limited liability partnership under the repealed Act is, if in force under the repealed Act immediately before the commencement of this Act, continued under this Act.
(3)

All rights, powers, liabilities and duties, whether arising under the repealed Act or any other law, that immediately before the commencement of this Act were vested in, imposed on or enforceable by or against an existing limited liability partnership are continued under this Act.
(4)

All legal proceedings pending by or against an existing limited liability partnership immediately before the commencement of this Act continue under this Act.
(5)

The partners and managers of an existing limited partnership in office immediately before the commencement of this Act continue to hold office as the partners and managers of the partnership.

FIRST SCHEDULE

[s. 12(1)(b)]

DEFAULT PROVISIONS FOR A LIMITED LIABILITY PARTNERSHIP
1.

Subject to the terms of the limited liability partnership agreement (if any), the mutual rights and duties of the partners, and the mutual rights and duties of the limited liability partnership and the partners, shall be determined in accordance with this Schedule.
2.

All the partners of a limited liability partnership are entitled to share equally in the capital and profits of the partnership.
3.

A limited liability partnership shall indemnify each partner in respect of payments made and personal liabilities incurred by the partner in—

(a)

the ordinary and proper conduct of the business of the limited liability partnership; or
(b)

doing anything necessary for the preservation of the business or property of the limited liability partnership.
4.

Each partner in a limited liability partnership is entitled to participate in the management of the partnership.
5.

A partner in a limited liability partnership is not entitled to remuneration for acting in the business or management of the partnership.
6.

A person can only become a partner in a limited liability partnership with the consent of all the existing partners.
7.
(1)

A matter relating to a limited liability partnership is to be decided by a resolution passed by a majority of the partners.
(2)

For the purpose of deciding a matter relating to a limited liability partnership, each partner shall have one vote.
8.

Each partner in a limited liability partnership shall provide to the partnership and to the other partners true accounts and full information of all matters affecting the limited liability partnership about which the partner has knowledge or over which the partner has control.
9.

If a partner in a limited liability partnership, without the consent of the partnership, carries on a business of the same nature as, and competing with the partnership, that partner shall account for, and pay over to the limited liability partnership, all profits made by that partner in that business.
10.

A partner in a limited liability partnership shall account to the partnership for any benefit derived by the partner without the consent of the partnership from any transaction concerning the partnership, or from any use by that partner of the property, name or any business connection of the partnership.
11.

A partner in a limited liability partnership may not be expelled by a majority of the other partners unless a power to do so has been conferred by an express agreement among the partners.

SECOND SCHEDULE

[s. 24]

CONVERSION FROM A PARTNERSHIP TO A LIMITED LIABILITY PARTNERSHIP
1.

Eligibility for conversion

A partnership may apply to convert to a limited liability partnership in accordance with this Schedule if the partners of the limited liability partnership to which the partnership is to be converted will comprise all the partners of the partnership.
2.

Compliance for conversion
(1)

A partnership that wishes to convert to a limited liability partnership shall do so by lodging with the Registrar a statement that complies with subparagraph (2).
(2)

A statement complies with this subparagraph if it is signed by all of the partners and contains the following information—

(a)

the name and registration number (if applicable) of the partnership under the Business Registration Service Act (Cap. 499B) or under any other relevant written law; and
(b)

the date (if any) on which the partnership was registered under that Act or other relevant written law;
(c)

the name of the proposed limited liability partnership;
(d)

the general nature of the proposed business of that partnership;
(e)

the proposed registered office of that partnership;
(f)

the name, identity document (if any), nationality, and usual place of residence of each person who will be a partner in that partnership;
(g)

if any of the persons referred to in paragraph (f) is a body corporate—

(i) the body’s corporate name;
(ii) the body’s place of incorporation or registration;
(iii) the body’s registration number (if any); and
(iv) the registered office of the body to which all communications may be addressed;
(h)

the name, identity document (if any), nationality and the usual place of residence of each person who will be a manager of that partnership and, if any such person is a body corporate—

(i) the corporate name, place of incorporation or registration number (if any) of the body; and
(ii) the registered office of the body to which all communications may be addressed; and
(i)

such other information concerning the proposed limited liability partnership as may be prescribed by the regulations.
(3)

The statement shall be in a form prescribed or approved by the Registrar and be accompanied by the prescribed fee.
(4)

The Registrar may, in a particular case, require the statement to be verified in a manner that the Registrar considers appropriate.
(5)

The Registrar may refuse to register the partnership as a limited liability partnership if such a requirement is not complied with.
3.

Registration of conversion

On receiving a statement lodged in accordance with paragraph 2, the Registrar shall—

(a)

register the partnership as a limited liability partnership; and
(b)

issue a certificate of registration in a form determined by the Registrar stating that the limited liability partnership is registered under this Act.
4.

Effect of registration

On and from the registration of a partnership under paragraph 3—

(a)

the limited liability partnership named in the certificate of registration is registered under this Act with all the attributes described in Part II of, and subject to, this Act;
(b)

all movable and immovable property vested in the partnership, all assets, interests, rights, privileges, liabilities, obligations relating to the partnership and the whole of the undertaking of the partnership vest in the limited liability partnership without further instrument than this Act; and
(c)

the partnership is taken to be dissolved and, if previously registered under the Registration of Business Names Act (Cap. 499), shall be removed from the register of businesses under that Act.
5.

Registration in relation to property

If any property to which paragraph 4(b) applies is registered with any public authority, the limited liability partnership shall, as soon as practicable after its registration under paragraph 3, notify the authority of the conversion and provide it with such details of the conversion as it may reasonably require.
6.

Pending proceedings involving converted partnership

All proceedings by or against a partnership that were pending immediately before its registration as a limited liability partnership in accordance with paragraph 3 may be continued, completed and enforced by or against the limited liability partnership.
7.

Continuance of conviction, ruling, order or judgment

A conviction, a ruling, an order or a judgment in favor of or against a partnership registered as a limited liability partnership in accordance with paragraph 3 may be enforced by or against the limited liability partnership.
8.

Existing agreements of converted partnerships
(1)

Any agreement to which a partnership was a party immediately before its registration as a limited liability partnership in accordance with paragraph 3 has effect as from that registration as if—

(a)

the limited liability partnership were a party to the agreement instead of the converted partnership; and
(b)

for any reference to the converted partnership, there were substituted in respect of anything to be done after registration a reference to the limited liability partnership.
(2)

In this paragraph, "agreement" includes an agreement whether or not it is of such nature that the rights and liabilities under the agreement could be assigned.
9.

Existing contracts of converted partnerships
(1)

This paragraph applies to any deed, contract, scheme, bond, agreement, application, arrangement or other document that had effect in relation to a partnership immediately before its registration as a limited liability partnership.
(2)

A document to which this paragraph applies—

(a)

has effect in relation to the limited liability partnership on and after its registration as if it related to that partnership; and
(b)

shall be enforceable by or against the limited liability partnership as if it were named in the document instead of the converted partnership.
10.

Continuance of employment of staff of converted partnership

A contract of employment to which paragraph 8 or 9 applies continues in effect on and after the registration of a partnership as a limited liability partnership as if the limited liability partnership was the employer under the agreement instead of the converted partnership.
11.

Existing appointment, authority or power of converted partnership
(1)

An appointment of a partnership that had effect immediately before its registration as a limited liability partnership in accordance with paragraph 3 takes effect as from that registration as if the limited liability partnership had been appointed instead of the converted partnership.
(2)

An authority or power conferred on a partnership that had effect immediately before the registration of the partnership as a limited liability partnership in accordance with paragraph 3 continues to have effect as from that registration as if it had been conferred on the limited liability partnership.
12.

Paragraphs 5 to 11 not to apply to certain approvals, permits, licences and other authorities

Paragraphs 5 to 11 shall not apply to any approval, permit, licence or other authority in force in respect of a partnership immediately before its registration as a limited liability partnership in accordance with paragraph 3.
13.

Partners to continue to be liable for obligations of partnership before conversion
(1)

Despite paragraphs 6 to 12, each partner in a partnership that is converted to a limited liability partnership continues to be personally liable (jointly and severally with the limited liability partnership) for the obligations of the partnership that were incurred before its registration in accordance with paragraph 3 or that arose from a contract entered into before that registration.
(2)

A partner who discharges an obligation referred to in subparagraph (1) is entitled to be fully indemnified by the limited liability partnership in respect of the obligation.
(3)

Subparagraph (2) shall be subject to any agreement with that partnership to the contrary.
14.

Notice of conversion in invoices and correspondence
(1)

A limited liability partnership shall ensure that, for the twelve months beginning fourteen days after the date of its registration in accordance with paragraph 3, every invoice or other written communication given or sent by or on behalf of the partnership bears—

(a)

a statement that the partnership was, as from its registration, converted from a partnership to a limited liability partnership; and
(b)

the name and registration number (if applicable) of the partnership from which it was converted.
(2)

A limited liability partnership that contravenes subparagraph (1) commits an offence and is liable to a fine not exceeding one hundred thousand shillings.
(3)

If, after a limited liability partnership has been convicted of an offence under subparagraph (2), an invoice or other written communication that does not contain the information referred to in subparagraph (1) is sent or given by or on behalf of the partnership, the partnership commits a further offence and is liable on conviction to a fine not exceeding twenty thousand shillings for each such contravention.

THIRD SCHEDULE

[s. 25]

CONVERSION FROM A PRIVATE COMPANY TO A LIMITED LIABILITY PARTNERSHIP
1.

Interpretation of terms used in this Schedule

In this Schedule, "company" and "private company" have the same meanings as in the Companies Act (Cap. 486).
2.

What companies are eligible to convert to limited liability partnerships

A company may apply to convert to a limited liability partnership in accordance with this Schedule if—

(a)

no security interest over the company’s assets is subsisting at the time of the application; and
(b)

the company is a private company in which the partners of the proposed limited liability partnership comprise all the shareholders of the company and no one else.
3.

Statement required to be lodged with Registrar
(1)

A company that wishes to convert to a limited liability partnership shall lodge with the Registrar a statement that complies with subparagraph (2).
(2)

A statement complies with this subparagraph if it is signed by all of the shareholders of the company and contains the following information—

(a)

the name and registration number of the company;
(b)

the date on which the company was incorporated under the Companies Act (Cap. 486);
(c)

the name of the proposed limited liability partnership;
(d)

the general nature of the proposed business of that partnership;
(e)

the proposed registered office in that partnership;
(f)

the name, identity document (if any), nationality, and usual place of residence of each person who will be a partner in that partnership;
(g)

if any of the persons referred to in paragraph (f) is a body corporate—

(i) the body’s corporate name;
(ii) the body’s place of incorporation or registration;
(iii) the body’s registration number (if any); and
(iv) the registered office of the body to which all communications may be addressed;
(h)

the name, identity document (if any), nationality and the usual place of residence of each person who will be a manager of that partnership and, if any such person is a body corporate—

(i) the corporate name, place of incorporation or registration number (if any) of the body; and
(ii) the registered office of the body to which all communications may be addressed; and
(i)

such other information concerning the proposed limited liability partnership as may be prescribed by the regulations.
(3)

The statement shall be in a form prescribed or approved by the Registrar and be accompanied by the prescribed fee.
(4)

The Registrar may, in a particular case, require the statement to be verified in a manner that the Registrar considers appropriate.
(5)

The Registrar may refuse to register the company as a limited liability partnership if such a requirement is not complied with.
4.

Registration of conversion

On receiving a statement lodged in accordance with paragraph 3, the Registrar shall—

(a)

register the company as a limited liability partnership; and
(b)

issue a certificate of registration in a form determined by the Registrar stating that the limited liability partnership is registered under this Act.
5.

Effect of registration

On and from the registration of the company in accordance with paragraph 4—

(a)

the limited liability partnership named in the certificate of registration is registered under this Act with all the attributes described in Part II of, and subject to, this Act;
(b)

all movable and immovable property vested in the company, all assets, interests, rights, privileges and obligations relating to the company and the whole of the undertaking of the company vest in the limited liability partnership without further instrument than this Act; and
(c)

the company is taken to be dissolved and shall be removed from the register of companies kept under the Companies Act (Cap. 486).
6.

Registration in relation to property of converted company

If any property referred to in paragraph 5(b) is registered with a public authority, the limited liability partnership shall, as soon as practicable after its registration under paragraph 4, notify the authority to notify of the conversion and provide it with such details of the conversion as it may reasonably require.
7.

Pending proceedings involving converted company

Any proceedings by or against the company that were pending immediately before its registration as a limited liability partnership may be continued, completed and enforced by or against the partnership.
8.

Continuance of conviction, ruling, order or judgment made in respect of converted company

Any conviction, ruling, order or judgment in favour of or against a company registered as a limited liability partnership in accordance with paragraph 4 may be enforced by or against the limited liability partnership.
9.

Existing agreements of converted companies
(1)

Any agreement to which the company was a party to immediately before its registration as a limited liability partnership has effect as from that registration as if—

(a)

the partnership was a party to an agreement instead of the company; and
(b)

for any reference to the company, there were substituted in respect of anything to be done on or after the date of registration a reference to the partnership.
(2)

In this paragraph, "agreement" includes an agreement whether or not it is of such nature that the rights and liabilities under the agreement could be assigned.
10.

Existing contracts of converted companies
(1)

This paragraph applies to any deed, contract, a scheme, bond, agreement, application, arrangement or other document that had effect in relation to a company immediately before its registration as a limited liability partnership in accordance with paragraph 4.
(2)

A document to which this paragraph applies—

(a)

has effect in relation to the limited liability partnership on and after its registration as if it related to the company; and
(b)

is enforceable by or against the limited liability partnership as if it were named in the document instead of the company.
11.

Continuance of employment

A contract of employment to which paragraph 10 or 11 applies continues in effect on and after the registration of the company as a limited liability partnership as if the partnership was the employer under the contract instead of the company.
12.

Existing appointment authority or power of converted company
(1)

An appointment of a company that had effect immediately before its registration as a limited liability partnership in accordance with paragraph 4 continues to have effect as from that registration as if the partnership had been appointed instead of the company.
(2)

An authority or power conferred on a company that had effect immediately before the registration of the company as a limited liability partnership continues to have effect as from that registration as if it had been conferred on the partnership.
13.

Paragraphs 6 to 13 not to apply to certain approvals, permits, licences and other authorities

Paragraphs 6 to 13 do not apply to any approval, permit, licence or other authority that is in force in respect of a company immediately before its registration as a limited liability partnership in accordance with paragraph 4.
14.

Notice of conversion in invoices and corresponding
(1)

A limited liability partnership shall ensure that, for the twelve months beginning fourteen days after its registration in accordance with paragraph 4, every invoice or other written communication given or sent by or on behalf of the partnership bears—

(a)

a statement that the partnership was, as from the date of its registration, converted from a private company to a limited liability partnership; and
(b)

the name and registration number of the company from which it was converted.
(2)

A limited liability partnership that contravenes subparagraph (1) commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.
(3)

If, after a limited liability partnership has been convicted of an offence under subsection (2), an invoice or other written communication that does not contain the information referred to in subsection (1)(a) and (b) is sent or given by or on behalf of the partnership, the partnership commits a further offence and is liable on conviction to a fine not exceeding twenty thousand shillings for each such offence.

FOURTH SCHEDULE

[s. 34]

RECEIVERS AND MANAGERS
1.

Certain persons disqualified from being appointed as receiver of limited liability partnership
(1)

The following are not qualified to be appointed or to act as a receiver of the property of a limited liability partnership—

(a)

a corporation;
(b)

an undischarged bankrupt;
(c)

a mortgagee of any property of the partnership, or a director, a manager or an employee of the partnership or of any corporation that is a mortgagee of the property of the partnership;
(d)

a person who is not an approved liquidator or the Official Receiver.
(2)

subparagraph (1) does not prevent a corporation authorized to do so by any written law from acting as receiver of the property of a limited liability partnership.
2.

Liability of receiver etc. for certain debts incurred during receivership
(1)

A person who takes possession of assets of a limited liability partnership as a receiver or under some authorization for the purpose of enforcing a charge is liable for debts that the person incurs in the course of the receivership or possession for services rendered, goods purchased or property hired, leased, used or occupied.
(2)

subparagraph (1) does not constitute the person entitled to the charge as a mortgagee in possession.
(3)

subparagraph (1) has effect irrespective of any agreement to the contrary, but does not affect the rights of the receiver or other person against the limited liability partnership or any other person.
(4)

A receiver or a manager of the property of a limited liability partnership may apply to the Court for directions in relation to any matter arising in connection with the performance of the functions of the receiver or manager.
(5)

If a receiver or a manager has been appointed to enforce a charge for the benefit of a holder of a debenture of a limited liability partnership, the debenture holder may apply to the Court for directions in relation to a matter arising in connection with the performance of the functions of the receiver or the manager.
3.

Power of court to fix remuneration of receivers and managers
(1)

The Court may, on application by the liquidator of a limited liability partnership, by order, fix the amount to be paid as remuneration to a person who, under the powers contained in an instrument, has been appointed as a receiver or manager of property of the partnership.
(2)

The power of the Court, if no previous order has been made with respect to it—

(a)

extends to fixing the remuneration for any period before the order was made or applied for;
(b)

is exercisable even if the receiver or the manager has died or ceased to act before the order was made or applied for; and
(c)

if the receiver or the manager has been paid remuneration for a period before the order was made an amount in excess of that payable for that period, extends to requiring the receiver or manager, or a personal representative of the receiver or manager to account for the excess or such part of it as may be specified in the order.
(3)

The power conferred by subparagraph (2)(c) may not be exercised with respect to a period before the application for the order was made unless, in the opinion of the Court, there are special circumstances making it appropriate for the power to be exercised.
(4)

The Court may, from time to time, on an application made either by the liquidator or by the receiver or manager, vary or amend an order made under this paragraph.
4.

Appointment of liquidator as receiver

If a limited liability partnership is being wound up by the Court, the Court may, on application made by or on behalf of the debenture holders or other creditors of the partnership, appoint a liquidator as receiver of the property of the partnership.
5.

Notification of appointment
(1)

Within seven days after—

(a)

obtaining an order for the appointment of a receiver or a manager of the property of a limited liability partnership; or
(b)

appointing such a receiver or manager under any powers contained in any relevant instrument,

the person obtaining the order or making the appointment shall lodge with the Registrar a notice giving details of the order or appointment.
(2)

A person appointed as a receiver or a manager of the property of a limited liability partnership under the powers contained in an instrument shall, within seven days after ceasing to act as a receiver or a manager, lodge with the Registrar a notice of the cessation.
(3)

A person who fails to comply with subparagraph (1) or (2) commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.
(4)

If, after being convicted of an offence under subparagraph (2), a person continues to fail to lodge with the Registrar the notice required by subparagraph (1) or (2), the person commits a further offence for every day or part of a day during which the failure continues and is liable to a fine not exceeding twenty thousand shillings for each such offence.
6.

Statement that receiver appointed
(1)

In this paragraph—

(a)

"relevant document", in relation to a limited liability partnership, means an invoice, order for goods or business letter—

(i) issued by or on behalf of the partnership, or a receiver, manager or liquidator of the partnership; and
(ii) on or in which the name of the partnership appears;
(b)

"responsible person", in relation to a limited liability partnership, means an officer or a liquidator of the partnership or a receiver or a manager of the property of the partnership.
(2)

If a receiver or a manager of the property of a limited liability partnership has been appointed, every relevant document concerning the partnership shall contain a statement immediately following the name of the partnership that a receiver or a manager has been appointed.
(3)

If subparagraph (2) is not complied with, the limited liability partnership and each responsible person commits an offence and on conviction are each liable to a fine not exceeding one hundred thousand shillings.
7.

Provisions as to information where receiver or manager appointed
(1)

If a receiver or a manager of the property of a limited liability partnership is appointed, the following provisions apply—

(a)

the receiver or the manager shall immediately send notice of the appointment to the partnership;
(b)

within fourteen days after being required by the receiver or manager to prepare and submit a statement and affidavit in accordance with paragraph 8(2), or within such extended period as may be allowed by the Court or by the receiver or manager, the responsible person concerned shall prepare and submit to the receiver or manager the required statement and affidavit;
(c)

within one month after receiving the statement and affidavit, the receiver or the manager shall—

(i) lodge with the Registrar, a copy of the statement and affidavit and of any comments the receiver or the manager has made about it;
(ii) send to the partnership, a copy of any comments referred to in subparagraph (i), or if the receiver or manager has not made any such comments, a notice to that effect; and
(iii) if the receiver or the manager is appointed by or on behalf of the holders of debentures of the limited liability partnership, send to the trustees (if any), or the holders, a copy of the statement and the comments (if any) of the receiver or the manager on the statement.
(2)

subparagraph (1) shall not apply in relation to the appointment of a receiver or a manager to act with an existing receiver or a manager or in place of a receiver or a manager dying or ceasing to act.
(3)

Where subparagraph (1) applies to a receiver or a manager who dies or ceases to act before that subparagraph has been fully complied with, the references in subparagraph (1)(b) and (c) to the receiver or manager, subject to subparagraph (3), include references to the successor of the receiver or manager and to any continuing receiver or manager.
(4)

If a limited liability partnership is being wound up, this paragraph and paragraph 9 apply even if the receiver or the manager and the liquidator are the same person, but subject to any necessary modifications arising from that fact.
(5)

A receiver or manager who fails to comply with a requirement of subparagraph (1) commits an offence and is liable on conviction to a fine not exceeding two hundred thousand shillings.
(6)

If, after being convicted of an offence under subparagraph (5), a receiver or manager continues to fail to do the act that gave rise to the conviction, the receiver or manager commits a further offence on each day or part of a day during which the failure continues and is liable on conviction to a fine not exceeding twenty thousand shillings for each such offence.
8.

Responsible person to submit statement to account receiver or the manager
(1)

In this paragraph "responsible person", in relation to a limited liability partnership in respect of which a receiver or manager has been appointed to manage the property of the partnership, means any of the following—

(a)

a manager of the partnership;
(b)

a person who is, or was formerly, an officer of the partnership; or
(c)

a person who took part in the formation of the partnership at any time during the period of twelve months preceding the date of appointment of the receiver or manager;
(d)

a person who is, or who was during that period, an employee of the partnership;
(e)

a person who is, or who during that period was, an officer of or employer of a corporation that is, or was during that period, an officer of the partnership.
(2)

On being required to do so by the receiver or manager of the property of a limited liability partnership, a responsible person shall, within the designated period, prepare and submit to the receiver or manager a statement relating to the affairs of the partnership that complies with subparagraph (4), together with an affidavit verifying the contents of the statement.
(3)

For the purpose of subparagraph (2), the designated period is the period referred to in paragraph 7(1)(b).
(4)

The statement shall show, as at the date of the appointment of the receiver—

(a)

details of the partnership’s assets, debts and liabilities;
(b)

the names and addresses of its creditors and the securities held by them respectively;
(c)

the dates when the securities were respectively given; and
(d)

such other information (if any) as may be prescribed for the purposes of this paragraph.
(5)

The receiver or manager shall pay to the person who prepared and submitted the statement required under subparagraph (2) such amount as the receiver or manager considers to have been reasonably incurred by the person in preparing and submitting the statement and the accompanying affidavit.
(6)

The amount under subparagraph (5) shall be payable from the receipts of the receiver or manager.
(7)

If the person who prepared the statement and affidavit is dissatisfied with the amount allowed by the receiver or manager, that person may, within the prescribed period, appeal to the Court in respect of that amount.
(8)

On the hearing of the appeal, the Court may either confirm the amount allowed or vary it by substituting such amount as it considers to be fair and reasonable.
(9)

The receiver or manager is entitled to be heard or represented at the hearing of an appeal under this subparagraph.
(10)

A responsible person who, without reasonable excuse, fails to comply with subparagraph (2) commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.
(11)

If, after being convicted of an offence under subparagraph (7), a responsible person still fails to do prepare and submit the statement or affidavit referred to in subparagraph (2), the person commits a further offence on each day or part of a day during which the failure continues and is liable on conviction to a fine not exceeding twenty thousand shillings for each such offence.
(12)

For the purposes of this paragraph, a reference to the successor of the receiver or manager includes a continuing receiver or a manager.
9.

Receiver or manager to lodge detailed accounts with Registrar
(1)

In this paragraph—

(a)

"relevant date", in relation to a limited liability partnership in respect of which a receiver or manager has been appointed to manage the property of the partnership, means—

(i) the date on which the period of six months from the date appointment of the receiver or manager ends; or
(ii) the date on which every subsequent period of six months ends; or
(iii) the date on which the receiver or manager ceases to act as such;
(b)

"relevant period" means—

(i) the period of six months from the date of the appointment of the receiver or manager;
(ii) each subsequent period of six months during the appointment of the receiver or manager; or
(iii) if the receiver or manager has ceased to act as such, the period from the end of the period to which the previous account related or the period from the date of the appointment of the receiver or manager to the date on which the receiver or manager ceased to act as such, whichever period is applicable.
(2)

A receiver or a manager of the property of a limited liability partnership shall, within one month after each relevant date, lodge with the Registrar a detailed account that complies with subparagraph (3), together with an affidavit verifying all items referred to the account.
(3)

An account complies with this subparagraph if it is in the prescribed form and shows details of—

(a)

the receipts and the payments of the receiver or manager during each relevant period;
(b)

the aggregate amount of those receipts and payments during all preceding relevant periods (if any); and
(c)

if the receiver or manager has been appointed in accordance with a power contained in a relevant instrument, the amount owing under the instrument at the time of the appointment of the receiver or manager, in the case of the first account, and at the end of every relevant period and the estimate of the receiver or manager of the total value of all assets of the partnership that are subject to the instrument.
(4)

The Registrar may, on the Registrar’s own motion or on the application of the limited liability partnership concerned or a creditor of the partnership, arrange for the accounts of the partnership to be audited by a public accountant appointed by the Registrar.
(5)

In order to facilitate such an audit, the receiver or the manager—

(a)

shall provide the auditor with such vouchers and information as that auditor requires; and
(b)

shall, if the auditor requires the production of any accounting records kept by the receiver or the manager or of any document relating to them, produce the records or document to the auditor for inspection.
(6)

If the Registrar arranges for the accounts to be audited on the application of the request of the limited liability partnership concerned or of a creditor of that partnership, the applicant shall, if the Registrar so requires, give security for the payment of the cost of the audit.
(7)

The Registrar shall determine the costs of an audit under subparagraph (4) and these costs shall be payable by the receiver unless the Registrar otherwise determines.
(8)

A receiver or a manager who fails to comply with subparagraph (2) or (5) commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.
(9)

If, after being convicted of an offence under subparagraph (8), a receiver or manager continues to fail to do the act that gave rise to the conviction, the receiver or manager commits a further offence on each day or part of a day during which the failure continues and is liable on conviction not exceeding twenty thousand shillings for each such offence.
10.

Floating charge to have priority to payment of certain debts
(1)

This paragraph applies if—

(a)

a receiver is appointed on behalf of the holders of debentures of a limited liability partnership secured by a floating charge; or
(b)

possession, is taken by or on behalf of debenture holders of any property that is subject to a floating charge.
(2)

In this paragraph—

(a)

"floating charge" means a charge that, as created, was a floating charge;
(b)

"relevant debts", in relation to a limited liability partnership, means—

(i) debts that in every winding up are preferential debts and are due as wages, salary, retrenchment benefits or ex gratia payments, vacation leave payments or superannuation or provident fund payments; and
(ii) amounts that in a winding up are payable in accordance with paragraph 76(6) or (8) of the Fifth Schedule.
(3)

If the limited liability partnership is not at the relevant time in the course of being wound up, the receiver or, if any other person has taken possession of the debentures in priority to any claim for principal or interest in respect of the debentures, that other person shall pay those debts out of any assets coming into the possession of the receiver or person in the same order of priority as is prescribed by that paragraph in respect of any such debts or amounts.
(4)

For the purposes of this paragraph, the Fifth Schedule to the commencement of the winding up are to be read as a reference to the date of the appointment of the receiver or of possession being taken, as the case requires.
(5)

As far as possible, payments made under this paragraph are to be recovered out of those assets of the partnership available for payment of general creditors.
11.

Enforcement of duty of receiver or manager to make returns, etc
(1)

If a receiver or manager of property of a limited liability partnership has failed to comply with a requirement to make or lodge any return, account or other document, or to give any notice, required by law—

(a)

a partner or creditor of the limited liability partnership; or
(b)

a trustee for debenture holders of a notice,

may serve on the receiver or manager a compliance notice requiring the receiver or manager to comply with the requirement within fourteen days after being served with the notice.
(2)

If a receiver or manager of the property of a limited liability partnership fails to comply with a compliance notice within fourteen days after being served with the notice, the Court may, on the application of the person who served the notice, make an order directing the receiver or manager to comply with the requirement within such period as is specified in the order.
(3)

If it appears that a receiver or a manager of the property of a limited liability partnership has—

(a)

misapplied or retained or become liable or accountable for any money or property of the partnership; or
(b)

been guilty of any misfeasance or breach of trust or duty in relation to the partnership,

any creditor or a partner or of the liquidator may apply to the Court for an order under subparagraph (4).
(4)

On the hearing of an application made under subparagraph (3), the Court may—

(a)

conduct an examination of the conduct of the receiver or manager; and
(b)

if appropriate, compel the receiver or manager—

(i) to repay or restore the money or property or any part of it, together with interest at a rate fixed by the Court; or
(ii) to contribute to the assets of the partnership as compensation in respect of the misapplication, retainer, misfeasance or breach of trust or duty such amount as the Court thinks just.
(5)

subparagraph (2) has effect even if the conduct of the receiver or manager is conduct for which the receiver or manager is criminally liable.

FIFTH SCHEDULE

[s. 29(4)(b)]

WINDING UP OF LIMITED LIABILITY PARTNERSHIP
PART I – INTERPRETATION
1.

Definition of term used in Schedule

In this Schedule—

"insolvency practitioner" means—

(a)

a person who is registered as an insolvency practitioner under the law relating to Insolvency; or
(b)

a person who has been approved under that Act as an insolvency practitioner and whose approval has not been revoked.
PART II – WINDING UP BY COURT
General
2.

Application for winding up by Court
3.

Circumstances in which limited liability partnership can be wound up by Court
4.

Commencement of winding up
5.

Payment of preliminary costs
6.

What the Court can do on the hearing of winding up application
7.

Power to stay or restrain proceedings against limited liability partnership
8.

Dispositions of property and certain attachments, etc., and winding up application to be lis pendens etc.
9.

Winding up order
Liquidators
10.

Disqualification of liquidators
11.

Appointment of liquidator in respect of a limited liability partnership

On a winding up order being made, the following provisions apply—

(a)

unless an insolvency practitioner (other than the Official Receiver) is appointed to be the liquidator of a limited liability partnership, the Official Receiver becomes provisional liquidator and shall continue to act as such until the Official Receiver or another person becomes a liquidator and is capable of acting as liquidator;
(b)

if no liquidator is appointed in respect of the partnership and the Official Receiver is liquidator, the Official Receiver shall convene a separate meeting of the creditors and partners of the partnership for the purposes of determining whether or not an application is to be made to the Court for appointing a liquidator in the place of the Official Receiver;
(c)

the Court may make an appointment and order required to give effect to any such determination, and, if the determination of the meetings of the creditors and partners differ, the Court shall resolve the difference and make such order concerning the matter as it considers appropriate;
(d)

if a liquidator is not appointed by the Court when the winding up order is made, the Official Receiver becomes the liquidator of the partnership;
(e)

when a winding up order is made because the partnership is being operated for a purpose that is contrary to national security or the national interest, the Official Receiver becomes the liquidator of the partnership;
(f)

if any vacancy occurs in the office of liquidator, the Official Receiver becomes the liquidator during the vacancy;
(g)

the Court may fill any vacancy in the office of liquidator appointed by the Court;
(h)

if the Official Receiver or a person other than the Official Receiver is holds office as liquidator of the partnership, the Official Receiver or the other person is to be described as "the Official Receiver" or "the liquidator", and not by the individual name of the Official Receiver or liquidator.
12.

Provisions that apply when person other than Official Receiver is appointed liquidator

If in the winding up of a limited liability partnership by the Court, a person other than the Official Receiver, is appointed a liquidator, the person—

(a)

may not act as liquidator until the person has notified the person’s appointment to the Registrar and given security in the prescribed manner to the satisfaction of the Official Receiver; and
(b)

shall give the Official Receiver information and access to and the facilities for inspecting the documents of the limited liability partnership, and generally provide such assistance as may be required for enabling the Official Receiver to perform that officer’s duties under this Act.
13.

Control of unofficial liquidators by Official Receiver
14.

Control of official receiver by Cabinet Secretary
15.

Power of Court to appoint provisional liquidator
16.

General provision as to liquidators
17.

Custody and vesting of limited liability partnership’s property
18.

Responsible person to submit statement of limited liability partnership’s affairs to liquidator or Official Receiver
19.

Liquidator to make reports to the Court
20.

Powers of liquidator on the winding up
21.

Liquidator may exercise powers and how they can be controlled
22.

Liquidator to pay receipts into bank account
23.

Release of liquidators and dissolution of limited liability partnership
24.

Effect of orders for release or dissolution
Committees of inspection
25.

Appointment, constitution and proceedings of committee of inspection
General powers of Court
26.

Power to stay a winding up
27.

Responsibilities of Court regarding collection and application of assets of a limited liability partnership
28.

Appointment of special manager
29.

Powers of Court to make order for payment of claim of creditors and to distribute partnership assets
30.

Power of Court to make order for inspection of books by creditors and partners
31.

Power to summon persons connected with limited liability partnership
32.

Power to order public examination of officers, etc.
33.

Power to arrest absconding partner, manager or former manager
34.

Rules of Court may allow certain powers of Court to be delegated to liquidator
35.

Powers of Court under this Act to be additional to its other powers
PART III – VOLUNTARY WINDING UP OF LIMITED LIABILITY PARTNERSHIPS
General provisions applicable to voluntary winding up
36.

Circumstances in which limited liability partnership may be wound up voluntarily
37.

Provisional liquidator to be appointed in certain circumstances
38.

Commencement of voluntary winding up

A voluntary winding up commences—

(a)

if a provisional liquidator has been appointed before the resolution for voluntary winding up was passed, at the time when the declaration referred to in paragraph 37(1) was lodged with the Registrar; and
(b)

in any other case, at the time when the resolution for voluntary winding up is passed.
39.

Effect of voluntary winding up
40.

Managers of partnership to make declaration of solvency
Provisions applicable only to partners’ voluntary winding up
41.

Appointment and removal of liquidator
42.

Duty of liquidator to call creditors’ meeting in case of insolvency
Provisions applicable only to creditors’ voluntary winding up
43.

Partnership to convene meeting of creditors if members’ voluntary winding up is proposed
44.

Partners and creditors entitled to nominate liquidator
45.

Power of creditors to appoint committee of inspection
46.

Effect of creditors’ winding up on the property and proceedings on property of limited liability partnership
Provisions applicable to every voluntary winding up
47.

How liquidator is to distribute property of limited liability partnership
48.

Appointment of liquidator

If, for any reason the office of liquidator of a limited liability partnership is vacant, the Court may appoint a liquidator to fill the vacancy.
49.

Removal of liquidator

The Court may, for cause shown, remove a liquidator and appoint another liquidator.
50.

Review of liquidator’s remuneration
51.

The Court’s determination is final

Act of liquidator valid despite defects in appointment or qualification of liquidator
52.

Powers and duties of liquidator
53.

Power of liquidator to accept shares, etc., as consideration for sale of property of limited liability partnership
54.

Liquidator to call annual meeting of partners or of partners and creditors
55.

Liquidator to prepare statement of accounts and call final meeting of partners or partners and creditors on completion of winding up; dissolution of partnership
56.

Circumstances in which arrangement is binding on creditors
57.

Court empowered to determine questions relating to voluntary winding up of limited liability partnership or to exercise its compulsory winding up powers
58.

Liquidation costs payable out of partnership assets in priority to other claims

All proper costs, charges and expenses of, and incidental to, the winding up of a limited liability partnership (including the remuneration of the liquidator) are payable out of the assets of the partnership in priority to all other claims.
59.

Limited liability partnership not to be wound up voluntarily if application made for its winding up because it cannot pay its debts

If an application has been made to the Court to wind up a limited liability partnership on the ground that it is unable to pay its debts, the partnership may not, without the leave of the Court, resolve that it be wound up voluntarily.
PART IV – PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP
60.

Liquidator to keep proper records of proceedings relating to winding up of limited liability partnership
61.

Powers of Official Receiver where no committee of inspection
62.

Right to appeal to Court against decisions of liquidator
63.

Liquidator to notify appointment and location of office to Registrar and Official Receiver
64.

Liquidator to lodge with Official Receiver statement of accounts periodically
65.

Power of Court to order liquidator to rectify certain failures
66.

Evidentiary value of records of limited liability partnership and disposal of those records after disslution of the partnership.
67.

Power of committee of inspection or liquidator to invest excess funds of limited liability partnership
68.

(1) In this paragraph "responsible authority", in relation to a limited liability partnership that is in liquidation, means—

(a)

the committee of inspection; or
(b)

if there is no committee of inspection, the liquidator.

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