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THE LIMITED LIABILITY PARTNERSHIP (REGISTRATION) RULES
| 1. |
These Rules may be cited as the Limited Liability Partnership (Registration) Rules.
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| 2. |
A statement of particulars lodged under section 17(2) of the Act shall be in the Form LLP1 set out in the Schedule.
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| 3. |
A certificate of registration issued by the Registrar under section 18(1) of the Act shall be in Form LLP 2 set out in the Schedule.
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| 4. |
The following fees shall be payable to the Registrar—
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Kshs.
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(a) on enquiry whether a proposed name may be registered under section 21 (3)
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100
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(b) on lodging a statement of particulars under section 17 (3)
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10,000
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SCHEDULE
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FORM LLP 1
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(r. 2)
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THE REGISTRATION OF LIMITED LIABILITY PARTNERSHIP ACT, 2011
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(Section 17)
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1. NAME OF PARTNERSHIP ………………………………………………………….....…
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2. GENERAL NATURE OF BUSINESS ………………………………………………………………………………………………...…
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3. PROPOSED REGISTERED OFFICE ……………………………………………………………………………………………...……........................................................................................................................................................(Plot no. name of building, name of street or road, town)
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4. POSTAL ADDRESS …………………………………………………………………………
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PHONE/MOBILE NO. ………………………………………………………………………...
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5.PARTICULARS OF PARTNERS:
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FULLNAME
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ID CARD NO/PASSPORT NO(Attach copies of 1D/Passports)
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TEL NO &POSTAL ADDRESS
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NATION-ALITY
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PLACE & DATE OF INCORPORATION(IN CASE OF A BODY CORPOR ATE)
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USUAL PLACE OF RESIDENCE(House No. road or street or registered office in case of a body corporate)
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SIGNATURE/AUTHORISED SIGNATURES IN CASE OF BODY CORPORATE
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19.
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20.
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FEE
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6. PARTICULARS OF MANAGER(S) (Section 27)
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FULL NAME
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ID CARD NO/PASSPORT NO (Attach copies of 1D/Passports)
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TEL NO & POSTAL ADDRESS
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NATION-ALITY
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PLACE & DATE OF INCORPO RATION (INCASE OF A BODY CORPOR ATE)
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USUAL PLACE OFRESIDENCE(House no. road or street or registered office in case of a body corporate)
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SIGNATURE/ AUTHORISED SIGNATURES IN CASE OF BODY CORPORATE
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1.
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2.
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3.
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CONSENT TO ACT AS A MANAGER
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I /WE ........................................... WHOSE PARTICULARS APPEAR ABOVE HEREBY CONSENT TO ACT AS MANAGER(S) OF ................................. LLP PURSUANT TO SECTION 27(2) (b) OF THE LIMITED LIABILITY PARTNERSHIP ACT.
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SIGNED: ........................................................
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FORM LLP 2
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(r. 3)
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REPUBLIC OF KENYA
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THE LIMITED LIABILITY PARTNERSHIP ACT, 2011
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Section 18
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CERTIFICATE OF REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP
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I hereby certify that ...................................................................., having satisfied the requirements of sections 17 and 20 of the Limited Liability Partnership Act is this day registered as a limited liability partnership
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Given under my hand at Nairobi this .............. day of ......................... 20 .........
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___________________________________Registrar of Limited Liability Partnership
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THE LIMITED LIABILITY PARTNERSHIP (REGISTRATION) RULES
| 1. |
These Rules may be cited as the Limited Liability Partnership (Registration) Rules.
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| 2. |
A statement of particulars lodged under section 17(2) of the Act shall be in the Form LLP1 set out in the Schedule.
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| 3. |
A certificate of registration issued by the Registrar under section 18(1) of the Act shall be in Form LLP 2 set out in the Schedule.
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| 4. |
The following fees shall be payable to the Registrar—
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Kshs.
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a) on enquiry whether a proposed name may be registered under section 21(3)
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100
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(b) on lodging a statement of particulars under section 17(3)
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10,000
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SCHEDULE
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FORM LLP 1
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(r. 2)
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THE LIMITED LIABILITY PARTNERSHIP ACT(Cap. 30)
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STATEMENT OF PARTICULARS
(Section 17)
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1. NAME OF PARTNERSHIP ………………………………………………………….....…
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2. GENERAL NATURE OF BUSINESS …………………………………………………
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3. PROPOSED REGISTERED OFFICE ……………………………………………………………………………………………...……(Plot no. name of building, name of street or road, town)
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4. POSTAL ADDRESS …………………………………………………………………………
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PHONE/MOBILE NO. ………………………………………………………………………...
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5.PARTICULARS OF PARTNERS:
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FULLNAME
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ID CARD NO/PASSPORT NO(Attach copies of 1D/Passports)
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TEL NO &POSTAL ADDRESS
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NATION-ALITY
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PLACE & DATE OF INCORPORATION(IN CASE OF A BODY CORPOR ATE)
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USUAL PLACE OF RESIDENCE(House No. road or street or registered office in case of a body corporate)
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SIGNATURE/AUTHORISED SIGNATURES IN CASE OF BODY CORPORATE
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1.
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19.
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20.
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FEE
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6. PARTICULARS OF MANAGER(S) (Section 27)
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FULL NAME
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ID CARD NO/PASSPORT NO (Attach copies of 1D/Passports)
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TEL NO & POSTAL ADDRESS
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NATION-ALITY
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PLACE & DATE OF INCORPO RATION (INCASE OF A BODY CORPOR ATE)
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USUAL PLACE OFRESIDENCE(House no. road or street or registered office in case of a body corporate)
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SIGNATURE/ AUTHORISED SIGNATURES IN CASE OF BODY CORPORATE
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1.
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2.
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3.
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CONSENT TO ACT AS A MANAGER
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I /WE ........................................... WHOSE PARTICULARS APPEAR ABOVE HEREBY CONSENT TO ACT AS MANAGER(S) OF ................................. LLP PURSUANT TO SECTION 27(2) (b) OF THE LIMITED LIABILITY PARTNERSHIP ACT.
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SIGNED: ........................................................
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FORM LLP 2
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(r. 3)
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REPUBLIC OF KENYA
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THE LIMITED LIABILITY PARTNERSHIP ACT(Cap. 30)
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CERTIFICATE OF REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP
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(Section 18)
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I hereby certify that ...................................................................., having satisfied the requirements of sections 17 and 20 of the Limited Liability Partnership Act is this day registered as a limited liability partnership
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Given under my hand at Nairobi this .............. day of ......................... 20 .........
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___________________________________Registrar of Limited Liability Partnership
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THE LIMITED LIABILITY PARTNERSHIP REGULATIONS
ARRANGEMENT OF REGULATIONS
PART I – PRELIMINARY
| 1. |
Citation and Commencement
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PART II – REGISTRATION OF LIMITED LIABILITY PARTNERSHIPS
| 3. |
Requirements for registering limited liability partnerships
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| 4. |
Requirements for names of limited liability partnerships
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| 5. |
Restrictions on registration of limited liability Partnership names
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| 6. |
Manner in which application for reservation of name may be made
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PART III – CONVERSION OF PARTNERSHIPS AND PRIVATE COMPANIES TO LIMITED LIABILITY PARTNERSHIPS
| 7. |
Conversion from partnerships to limited liability partnerships
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| 8. |
Conversion from a limited company to Limited Liability partnership
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PART IV – MANAGEMENT OF LIMITED LIABILITY PARTNERSHIPS
| 9. |
Changes to registered details of limited liability partnership to be lodged with Registrar
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| 10. |
Declaration of Solvency or lnsolvency
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PART V – ELECTRONIC FILING OF DOCUMENTS
| 11. |
Documents may be in electronic form
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SCHEDULES
| SECOND SCHEDULE [r. 7(3)] — |
FEES
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THE LIMITED LIABILITY PARTNERSHIP REGULATIONS
PART I – PRELIMINARY
| 1. |
Citation and Commencement
| (1) |
These Regulations may be cited as the Limited Liability Partnerships Regulations, 2014.
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| (2) |
These Regulations shall come into operation on the twenty-eighth day after their publication in the Gazette.
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| 2. |
Interpretation
In these Regulations, unless the context otherwise requires—
"Act" means the Limited Liability Partnerships Act;
"lodge", in relation to a document, means lodge by presenting the document to the Registrar at the Registrar's office or by any other manner publicly notified by the Registrar;
"proposed Limited Liability Partnership" means an entity that is seeking or proposing to seek registration as a Limited Liability Partnership under the Act;
"registered" means registered under the Act.
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PART II – REGISTRATION OF LIMITED LIABILITY PARTNERSHIPS
| 3. |
Requirements for registering limited liability partnerships
| (1) |
The following information is prescribed for the purposes of section 17(2)(g) of the Act—
| (a) |
an indication by the Registrar that the name under which the proposed Limited Liability Partnership intends to carry on business is available for registration as provided by sections 20 and 21 of the Act;
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| (b) |
if not provided under section 17(2)(c), the address of the physical location of the proposed registered office of the partnership;
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| (c) |
the name and address of the person who is, or persons who are, designated as the manager or managers of the proposed Limited Liability Partnership;
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| (d) |
an indication as to whether the proposed partners have entered into a partnership agreement and, if they have, a copy of the agreement;
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| (e) |
the name of the person who is lodging the statement and an address (including e-mail address) and telephone number at which the person can be contacted.
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| (2) |
The Statement of Particulars lodged under section 17 (2) of the Act shall be in Form LLP 1 set out in the First Schedule to these Regulations.
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| (3) |
The following documents shall be attached to the statement of particulars—
| (a) |
a copy of the Personal Identification Number certificate of each partner and manager;
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| (b) |
a copy of the identity card or passport of each partner and manager; and
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| (c) |
one passport size photograph of each partner and manager.
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| (4) |
The prescribed fee for the purposes of section 17(3) of the Act is as provided in the Second Schedule to these Regulations.
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| (5) |
If a partner or manager of an entity sought to be registered as a Limited Liability Partnership is a body corporate (other than a foreign company), the applicant for registration shall include with the application a copy of the body's certificate of incorporation certified—
| (b) |
by a commissioner of oaths;
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| (6) |
If a partner or manager of an entity sought to be registered as a Limited Liability Partnership is a foreign company, the applicant for registration shall include with the application a copy of the company's certificate of incorporation certified—
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by a notary public authorised to act as such in the country or territory of the company's incorporation; or
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| (b) |
by the person holding the office in that country or territory corresponding to that of Registrar of Companies in Kenya.
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| (7) |
A certificate of registration issued by the Registrar under section 18 (1) of the Act shall be in Form LLP 2 set out in the First Schedule to these Regulations.
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| 4. |
Requirements for names of limited liability partnerships
A name is prohibited for the purpose of section 20 (3) of the Act—
| (a) |
if it is prohibited by a written law; or
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| (b) |
if the entity concerned is or may be regulated under a written law and the entity is required under that law to obtain the approval of the authority responsible for administering it and such approval has not been obtained.
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| 5. |
Restrictions on registration of limited liability Partnership names
For the purposes of section 21(1)(a) of the Act, a name is undesirable if—
| (a) |
the name is the same as or is a translation of the name of a Limited Liability Partnership that is already registered;
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| (b) |
the name has a close phonetic resemblance to the name of a Limited Liability Partnership that is already registered;
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| (c) |
the name includes "co-operative", "society" or "trade union" or any variant or synonym of those words;
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| (d) |
the name suggests an association with, or the patronage of, the State or any of its agencies, unless there are circumstances that justify its use;
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| (e) |
the name suggests an association with, or the patronage of, a foreign government or an embassy, high commission or consulate representing such a government in Kenya;
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| (f) |
the name suggests an association with, or the patronage of, a county government;
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| (g) |
the name comprises an acronym that will render its use vague;
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| (h) |
the name differs from the name of a Limited Liability Partnership that is already registered only by the addition of the name of a place, locality or region within Kenya;
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| (i) |
the name includes the name of a registered trade mark unless a document signed by the owner of the trade mark and indicating consent to its use is provided;
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| (j) |
the name is identical to, or closely resembles, that of a name that has been reserved by the Registrar for use in connection with a proposed Limited Liability Partnership;
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| (k) |
the name is identical to, or closely resembles, the name of a company or Limited Liability Partnership that has been dissolved, or has been struck off the Register of Companies or Register of Limited Liability Partnerships, or the entry of a business in the register of business names kept under the Registration of Business Names Act has been cancelled;
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| (l) |
the name is such that there is reasonable possibility that it could offend members of a particular community or group; or
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| (m) |
the name includes the words "company secretary", "chartered accountant", "advocates", "medical practice" or other words that suggest that the business of a profession regulated by law is being carried on, unless a document executed by the body responsible for regulating the relevant profession and approving the use of the name is provided.
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| 6. |
Manner in which application for reservation of name may be made
| (1) |
The manner in which an application may be made under section 21(2)(a) of the Act for the reservation of a name for a proposed Limited Liability Partnership is by lodging with the Registrar a form that conforms to Form LLP 3 set out in the First Schedule to these Regulations.
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| (2) |
The manner in which an application may be made under section 21(2)(b) of the Act for the reservation of a name to which an existing Limited Liability Partnership proposes to change is by lodging with the Registrar a form that conforms to Form LLP 4 set out in the First Schedule to these Regulations.
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| (3) |
The prescribed fee for the purposes of section 21(3) of the Act is as set out in Second Schedule to these Regulations.
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PART III – CONVERSION OF PARTNERSHIPS AND PRIVATE COMPANIES TO LIMITED LIABILITY PARTNERSHIPS
| 7. |
Conversion from partnerships to limited liability partnerships
| (1) |
A statement of particulars lodged under section 24 and the Second Schedule of the Act shall be in Form LLP 5 set out in the First Schedule to these Regulations.
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| (2) |
The following documents shall be attached to the statement of particulars—
| (a) |
a copy of the Personal Identification Number certificate of all partners and managers;
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| (b) |
a copy of the identity card or passport of all partners and managers;
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| (c) |
one passport size photograph of each partner and manager; and
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| (d) |
a copy of the certificate of registration of the business name.
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| (3) |
The prescribed fee for the purposes of the Second Schedule of the Act shall be as set out in the Second Schedule to these Regulations.
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| (4) |
A certificate of registration of conversion from a partnership to a limited liability partnership shall be in Form LLP 6 set out in the First Schedule to these Regulations.
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| 8. |
Conversion from a limited company to Limited Liability partnership
| (1) |
A statement of particulars lodged under section 25 and the Third Schedule of the Act shall be in Form LLP 7 set out in the First Schedule to these Regulations.
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| (2) |
A statement shall be accompanied by—
| (a) |
the certified copy of the certificate of incorporation of the company;
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| (b) |
an official list of shareholders from the Registrar of companies.
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| (c) |
a copy of the Personal Identification Number certificate of each partner and manager;
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| (d) |
a copy of the identity card or passport of each partner and manager; and
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| (e) |
one passport size photograph of each partner and manager.
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| (3) |
The prescribed fee for the purposes of the Third Schedule of the Act shall be as set out in the Second Schedule to these Regulations.
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| (4) |
Subject to paragraph 4 of the Third Schedule to the Act, the Registrar shall issue a certificate of registration of conversion from a private company to limited liability partnership in Form LLP 8 set out in the First Schedule to these Regulations.
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PART IV – MANAGEMENT OF LIMITED LIABILITY PARTNERSHIPS
| 9. |
Changes to registered details of limited liability partnership to be lodged with Registrar
| (1) |
A statement of change of registered particulars lodged under section 33 (1) of the Act shall be in the Form LLP 9 set out in the First Schedule to these Regulations.
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| (2) |
For the purposes of section 33 (1) of the Act, the prescribed documents and other information shall include—
| (a) |
in the case of a partnership that wishes to change its name, a copy of the resolution of the partners changing the partnership name;
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| (b) |
in the case of a partnership that has changed the nature of its business, a copy of the resolution of the partners changing the nature of its business;
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| (c) |
in the case of a partner who has resigned, a copy of the notice of resignation;
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| (d) |
in the case of a partner who has died, a copy of the partner's death certificate;
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| (e) |
in the case of a partner who has changed his or her name, a copy of the deed poll, identification documents or certificate of incorporation; and
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| (f) |
in the case of a partner who has been expelled from the partnership, a copy of the resolution of the other partners expelling the partner from the partnership and a copy of the provision of the partnership agreement authorising the expulsion of partners from the partnership.
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| 10. |
Declaration of Solvency or lnsolvency
A declaration of solvency or insolvency lodged under section 29 (1) of the Act shall be in the form LLP 10 set out in the First Schedule to these Regulations.
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PART V – ELECTRONIC FILING OF DOCUMENTS
| 11. |
Documents may be in electronic form
| (1) |
A form, application, document or declaration to be filed or delivered to the Registrar under the Act or Regulations may be in electronic form and through a website maintained by the Registrar or any other government approved website.
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| (2) |
The electronic filing under paragraph (1) shall be authenticated by authorized certifying agencies as provided under the Kenya Information and Communications Act (Cap. 411A).
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| (3) |
All forms, applications, documents or declarations required under the Act or Regulations shall be executed by a partner or manager using a digital signature from a certified service provider as provided under the Kenya Information and Communications Act (Cap. 411A).
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| (4) |
The Registrar shall set up and maintain an electronic registry where documents may be stored electronically and such registry shall be open for public inspection.
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| (5) |
Any document issued by the Registrar under the Act or these Regulations shall be through a valid digital signature.
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FIRST SCHEDULE
FORMS
THE LIMITED LIABILITY PARTNERSHIP ACT
| 1. |
Name of Partner ..........................................................................................
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| 2. |
General Nature of Business ..........................................................................
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| 3. |
Proposed Registered office ...........................................................................
(Plot no, name of building, name of street or road, town)
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| 4. |
POSTAL ADDRESS ............................ PHONE/MOBILE NO. ...........................
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| 5. |
PARTICULARS OF PARTNERS
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Full Name
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ID Card No/PassportNo (Attach Copies of ID/Passports)
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Tel No &PostalAddress
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Nationality
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Place & Date of Incor-poration(In case of a BodyCorporate)
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Residence (HouseNo., Road or Streetor Registered Office In case of a Body
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Signature/Authorised Signatures In case ofBody Corporate
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1.
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2.
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3.
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4.
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5.
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PARTICULARS OF MANAGER(S)
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Full Name
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ID Card No/PassportNo (Attach Copies of ID/Passports)
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Tel No & Postal Address
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Nationality
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Place & Date of Incorporation(in case of a Body Corporate)
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Usual Place ofResidence (HouseNo, Road or Streetor Registered Office in case of a Body Corporate)
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Signature/Authorised Signatures in case ofBody Corporate
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1.
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2.
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3.
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4.
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5.
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CONSENT TO ACT AS A MANAGER:
I/WE .......................................... whose particulars appear above hereby consent to act as manager(s) of .................... limited liability partnership pursuant to section 27(2)(b) of the Limited Liability Partnership Act.
|
THE LIMITED LIABILITY PARTNERSHIP ACT
CERTIFICATE OF REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP**
I hereby certify that ........................................................................................., having satisfied the requirements of sections 17 and 20 of the Limited Liability Partnership Act is this day registered as a Limited Liability Partnership. LLP/ .............................../.........................
| Given |
under my hand at Nairobi this .................. day of ................................., 20 ...........
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__________________________________________
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Registrar of Limited Liability Partnership
|
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THE LIMITED LIABILITY PARTNERSHIP ACT
CERTIFICATE OF REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP
I hereby certify that ................................., having satisfied the requirements of sections 17 and 20 of the Limited Liability Partnership Act is this day registered as a Limited Liability Partnership. LLP/ ............................/....................
| Given |
under my hand at Nairobi this .................. day of ................................., 20 ..........
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_________________________________________
|
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Registrar of Limited Liability Partnership
|
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APPLICATION FOR RESERVATION OF NAME: PROPOSED LIMITED LIABILITY PARTNERSHIP**
Name(s) of proposed Limited Liability Partnership: ........................................
Name of the applicant: .........................................................................
Address of applicant: ..............................................................................
Telephone number of applicant: ............................................................
E-mail address of applicant (if any): ......................................................
Signature of applicant: .....................................................................
Dated at .................... this ............ day of ............................. 20 ...............
APPLICATION FOR RESERVATION OF' NAME: PROPOSED LIMITED LIABILITY PARTNERSHIP**
Name of existing Limited Liability Partnership: .............................................
Number of Limited Liability Partnership: ....................................................
Name(s) to which Limited Liability Partnership proposes to change:
..............................................................................................................
Name of the applicant: ......................................................................
Address of applicant: ........................................................................
Telephone number of applicant: ...............................................................
E-mail address of applicant (if any): ........................................................
Signature of applicant: .....................................................................
Dated at ............... this .............. day of ...................... 20 ................
THE LIMITED LIABILITY PARTNERSHIP ACT
STATEMENT OF PARTICULARS (CONVERSION FROM PARTNERSHIP TO LIMITED LIABILITY PARTNERSHIP)
| 1. |
Name and registration number of partnership .................................................
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| 2. |
Date of registration of the partnership .....................................................
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| 3. |
Name of proposed limited liability partnership ..............................................
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| 4. |
General nature of business ..................................................................
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| 5. |
Proposed physical address ...................................................................
(Plot no., name of building, name of street or road, town)
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Postal address ..........................
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Phone/mobile No. ........................
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Particulars of partners
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|
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Full Name
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ID Card No/Passport No (Attach Copies of ID/Passports)
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Tel No & Postal Address
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Nationality
|
Place & Date of Incorporation(Incase of A Body Corporate)
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Usual Place ofResidence (HouseNo. Road or StreetOr Registered Office Incase of A Body Corporate)
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Signature/Authorised Signatures Incase ofBody Corporate
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1.
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2.
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3.
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4.
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7.
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9.
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10.
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PARTICULARS OF MANAGER(S)
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Full Name
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ID Card No/Passport No (Attach Copies of ID/Passports)
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Tel No & Postal Address
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Nationality
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Place & Date Of Incorporation (Incaseof A Body Corporate)
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Usual Place ofResidence (HouseNo. Road or StreetOr Registered Office Incase of A Body Corporate)
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Signature/Authorised Signatures IncaseofBody Corporate
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1.
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2.
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3.
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4.
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6.
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7.
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8.
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CONSENT TO ACT AS A MANAGER
I/WE ................................... whose particulars appear above hereby consent to act as manager(s) of .................................. limited liability partnership pursuant to section 27(2)(b) of the Limited Liability Partnership Act.
|
THE LIMITED LIABILITY PARTNERSHIP ACT
CERTIFICATE OF REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP
I hereby certify that ......................................., having satisfied the requirements of section 24 of the Limited Liability Partnership Act is this day registered as a limited liability partnership. LLP/ ............................../...........................
Given under my hand at Nairobi this ................ day of ........................, 20 ..........
|
______________________________________
|
|
Registrar of Limited Liability Partnership
|
THE LIMITED LIABILITY PARTNERSHIP ACT
STATEMENT OF PARTICULARS (CONVERSION FROM PRIVATE COMPANY TO LIMITED LIABILITY PARTNERSHIP)
| 1. |
Name and registration number of company .....................................................
|
| 2. |
Date of registration of the company ..............................................................
|
| 3. |
Name of proposed limited liability partnership ...............................................
|
| 4. |
General nature of business .......................................................................
|
| 5. |
Proposed physical address ........................................................................
(Plot no., name of building, name of street or road, town)
|
| 6. |
Postal address ....................................... Phone/Mobile No. .........................
|
|
|
Full Name
|
ID Card No/Passport No (Attach Copies of ID/Passports)
|
Tel No. & Postal Address
|
Nationality
|
Place & Date of Incorporation (Incase of a Body Corporate)
|
Usual Place of Residence (House No. Road on Street Or Registered Office Incase of A Body Corporate)
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Signature/Authorised Signatures Incase of Body Corporate
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1
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2
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7
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8
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9
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PARTICULARS OF MANAGER(S)
|
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Full Name
|
ID Card No/Passport No (Attach Copies of Id/Passports)
|
Tel No & Postal Address
|
Nationality
|
Place & Date Of Incorporation (Incase of A Body Corporate)
|
Usual Place of Residence (House No. Road or Street Or Registered Office Incase of A Body Corporate)
|
Signature Authorised Signatures Incase of Body Corporate
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1
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2
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3
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4
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5
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6
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CONSENT TO ACT AS A MANAGER:
I/We ...................................................................................... whose particulars appear above hereby consent to act as manager(s) of .............................................. limited liability partnership pursuant to section 27(2)(b) of the Limited Liability Partnership Act.
THE LIMITED LIABILITY PARTNERSHIP ACT
CERTIFICATE OF REGISTRATION OF CONVERSION TO A LIMITED LIABILITY PARTNERSHIP
I hereby certify that ........................................................., having satisfied the requirements of section 25 of the Limited Liability Partnership Act is this day registered as a limited liability partnership LLP/ ......................../................. Given under my hand at Nairobi this ............... day of ................, 20 ..........
|
____________________
|
|
Registrar of Limited Liability Partnership
|
STATEMENT OF CHANGE OF PARTICULARS OF A LIMITED LIABILITY PARTNERSHIP
Name of the Limited Liability Partnership ........................................................
Registration number of the Limited Liability Partnership .......................................
Physical and Postal Address of the Limited Liability Partnership ............................
...................................................................................................................
Presented by: .......................................................................................
Proposed changes: ................................................................................
With effect from: .................................................................................
.................................................... .................................................
|
..........................
|
..........................
|
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Name (partner/manager)
|
Signature
|
|
Made at ............ this .............. day of .................... 20 .........
|
|
DECLARATION OF SOLVENCY OR INSOLVENCY
Name of Limited Liability Partnership ....................................................................
Registration number of the Limited Liability Partnership ............................
Physical and Postal Address of the Limited Liability Partnership
............................................................................................................................
Presented by ...................................................................................................
Declaration of solvency as at ................... of ........................ 20 ..........
I .................................................................... being the Manager of ................................................... Limited Liability Partnership do declare that I have made a full inquiry into this Limited Liability Partnership and have formed the opinion that the Limited Liability Partnership is/ is not able to pay its debts in full as at and when they become due in the ordinary cause of business.
|
....................................................
|
....................................................
|
|
Name of Manager
|
Signature
|
| Made |
at ................. this .......... day of ....................... 20 .........
|
SECOND SCHEDULE
|
Section of the Substantive Act
|
Name of the Form
|
Fees
|
|
Section 17(3)
|
Statement of Particulars
|
25,000
|
|
Section 21 (2)
|
Name Search and Reservation
|
100
|
|
Section 24 and Schedule II
|
Statement of Particulars (conversion from partnership to LLP)
|
25,000
|
|
Section 25 and Schedule IIIpara 2 and 3
|
Statement of Particulars (conversion from private company to LLP)
|
25,000
|
|
Section 29 (1)
|
Declaration of Solvency or Insolvency
|
2,000
|
|
Section 31(3) and Section 33(1)
|
Statement of change of particulars of an LLP
|
2,000
|
|
|
Resolution
|
2,000
|
THE LIMITED LIABILITY PARTNERSHIP REGULATIONS
PART I – PRELIMINARY
| 1. |
Citation and Commencement
| (1) |
These Regulations may be cited as the Limited Liability Partnerships Regulations, 2014.
|
| (2) |
These Regulations shall come into operation on the twenty-eighth day after their publication in the Gazette.
|
|
| 2. |
Interpretation
In these Regulations, unless the context otherwise requires—
"Act" means the Limited Liability Partnerships Act;
"lodge", in relation to a document, means lodge by presenting the document to the Registrar at the Registrar's office or by any other manner publicly notified by the Registrar;
"proposed Limited Liability Partnership" means an entity that is seeking or proposing to seek registration as a Limited Liability Partnership under the Act;
"registered" means registered under the Act.
|
PART II – REGISTRATION OF LIMITED LIABILITY PARTNERSHIPS
| 3. |
Requirements for registering limited liability partnerships
| (1) |
The following information is prescribed for the purposes of section 17(2)(g) of the Act—
| (a) |
an indication by the Registrar that the name under which the proposed Limited Liability Partnership intends to carry on business is available for registration as provided by sections 20 and 21 of the Act;
|
| (b) |
if not provided under section 17(2)(c), the address of the physical location of the proposed registered office of the partnership;
|
| (c) |
the name and address of the person who is, or persons who are, designated as the manager or managers of the proposed Limited Liability Partnership;
|
| (d) |
an indication as to whether the proposed partners have entered into a partnership agreement and, if they have, a copy of the agreement;
|
| (e) |
the name of the person who is lodging the statement and an address (including e-mail address) and telephone number at which the person can be contacted.
|
|
| (2) |
The Statement of Particulars lodged under section 17 (2) of the Act shall be in Form LLP 1 set out in the First Schedule to these Regulations.
|
| (3) |
The following documents shall be attached to the statement of particulars—
| (a) |
a copy of the Personal Identification Number certificate of each partner and manager;
|
| (b) |
a copy of the identity card or passport of each partner and manager; and
|
| (c) |
one passport size photograph of each partner and manager.
|
|
| (4) |
The prescribed fee for the purposes of section 17(3) of the Act is as provided in the Second Schedule to these Regulations.
|
| (5) |
If a partner or manager of an entity sought to be registered as a Limited Liability Partnership is a body corporate (other than a foreign company), the applicant for registration shall include with the application a copy of the body's certificate of incorporation certified—
| (b) |
by a commissioner of oaths;
|
|
| (6) |
If a partner or manager of an entity sought to be registered as a Limited Liability Partnership is a foreign company, the applicant for registration shall include with the application a copy of the company's certificate of incorporation certified—
| (a) |
by a notary public authorised to act as such in the country or territory of the company's incorporation; or
|
| (b) |
by the person holding the office in that country or territory corresponding to that of Registrar of Companies in Kenya.
|
|
| (7) |
A certificate of registration issued by the Registrar under section 18 (1) of the Act shall be in Form LLP 2 set out in the First Schedule to these Regulations.
|
|
| 4. |
Requirements for names of limited liability partnerships
A name is prohibited for the purpose of section 20 (3) of the Act—
| (a) |
if it is prohibited by a written law; or
|
| (b) |
if the entity concerned is or may be regulated under a written law and the entity is required under that law to obtain the approval of the authority responsible for administering it and such approval has not been obtained.
|
|
| 5. |
Restrictions on registration of limited liability Partnership names
For the purposes of section 21(1)(a) of the Act, a name is undesirable if—
| (a) |
the name is the same as or is a translation of the name of a Limited Liability Partnership that is already registered;
|
| (b) |
the name has a close phonetic resemblance to the name of a Limited Liability Partnership that is already registered;
|
| (c) |
the name includes "co-operative", "society" or "trade union" or any variant or synonym of those words;
|
| (d) |
the name suggests an association with, or the patronage of, the State or any of its agencies, unless there are circumstances that justify its use;
|
| (e) |
the name suggests an association with, or the patronage of, a foreign government or an embassy, high commission or consulate representing such a government in Kenya;
|
| (f) |
the name suggests an association with, or the patronage of, a county government;
|
| (g) |
the name comprises an acronym that will render its use vague;
|
| (h) |
the name differs from the name of a Limited Liability Partnership that is already registered only by the addition of the name of a place, locality or region within Kenya;
|
| (i) |
the name includes the name of a registered trade mark unless a document signed by the owner of the trade mark and indicating consent to its use is provided;
|
| (j) |
the name is identical to, or closely resembles, that of a name that has been reserved by the Registrar for use in connection with a proposed Limited Liability Partnership;
|
| (k) |
the name is identical to, or closely resembles, the name of a company or Limited Liability Partnership that has been dissolved, or has been struck off the Register of Companies or Register of Limited Liability Partnerships, or the entry of a business in the register of business names kept under the Registration of Business Names Act has been cancelled;
|
| (l) |
the name is such that there is reasonable possibility that it could offend members of a particular community or group; or
|
| (m) |
the name includes the words "company secretary", "chartered accountant", "advocates", "medical practice" or other words that suggest that the business of a profession regulated by law is being carried on, unless a document executed by the body responsible for regulating the relevant profession and approving the use of the name is provided.
|
|
| 6. |
Manner in which application for reservation of name may be made
| (1) |
The manner in which an application may be made under section 21(2)(a) of the Act for the reservation of a name for a proposed Limited Liability Partnership is by lodging with the Registrar a form that conforms to Form LLP 3 set out in the First Schedule to these Regulations.
|
| (2) |
The manner in which an application may be made under section 21(2)(b) of the Act for the reservation of a name to which an existing Limited Liability Partnership proposes to change is by lodging with the Registrar a form that conforms to Form LLP 4 set out in the First Schedule to these Regulations.
|
| (3) |
The prescribed fee for the purposes of section 21(3) of the Act is as set out in Second Schedule to these Regulations.
|
|
PART III – CONVERSION OF PARTNERSHIPS AND PRIVATE COMPANIES TO LIMITED LIABILITY PARTNERSHIPS
| 7. |
Conversion from partnerships to limited liability partnerships
| (1) |
A statement of particulars lodged under section 24 and the Second Schedule of the Act shall be in Form LLP 5 set out in the First Schedule to these Regulations.
|
| (2) |
The following documents shall be attached to the statement of particulars—
| (a) |
a copy of the Personal Identification Number certificate of all partners and managers;
|
| (b) |
a copy of the identity card or passport of all partners and managers;
|
| (c) |
one passport size photograph of each partner and manager; and
|
| (d) |
a copy of the certificate of registration of the business name.
|
|
| (3) |
The prescribed fee for the purposes of the Second Schedule of the Act shall be as set out in the Second Schedule to these Regulations.
|
| (4) |
A certificate of registration of conversion from a partnership to a limited liability partnership shall be in Form LLP 6 set out in the First Schedule to these Regulations.
|
|
| 8. |
Conversion from a limited company to Limited Liability partnership
| (1) |
A statement of particulars lodged under section 25 and the Third Schedule of the Act shall be in Form LLP 7 set out in the First Schedule to these Regulations.
|
| (2) |
A statement shall be accompanied by—
| (a) |
the certified copy of the certificate of incorporation of the company;
|
| (b) |
an official list of shareholders from the Registrar of companies.
|
| (c) |
a copy of the Personal Identification Number certificate of each partner and manager;
|
| (d) |
a copy of the identity card or passport of each partner and manager; and
|
| (e) |
one passport size photograph of each partner and manager.
|
|
| (3) |
The prescribed fee for the purposes of the Third Schedule of the Act shall be as set out in the Second Schedule to these Regulations.
|
| (4) |
Subject to paragraph 4 of the Third Schedule to the Act, the Registrar shall issue a certificate of registration of conversion from a private company to limited liability partnership in Form LLP 8 set out in the First Schedule to these Regulations.
|
|
PART IV – MANAGEMENT OF LIMITED LIABILITY PARTNERSHIPS
| 9. |
Changes to registered details of limited liability partnership to be lodged with Registrar
| (1) |
A statement of change of registered particulars lodged under section 33 (1) of the Act shall be in the Form LLP 9 set out in the First Schedule to these Regulations.
|
| (2) |
For the purposes of section 33 (1) of the Act, the prescribed documents and other information shall include—
| (a) |
in the case of a partnership that wishes to change its name, a copy of the resolution of the partners changing the partnership name;
|
| (b) |
in the case of a partnership that has changed the nature of its business, a copy of the resolution of the partners changing the nature of its business;
|
| (c) |
in the case of a partner who has resigned, a copy of the notice of resignation;
|
| (d) |
in the case of a partner who has died, a copy of the partner's death certificate;
|
| (e) |
in the case of a partner who has changed his or her name, a copy of the deed poll, identification documents or certificate of incorporation; and
|
| (f) |
in the case of a partner who has been expelled from the partnership, a copy of the resolution of the other partners expelling the partner from the partnership and a copy of the provision of the partnership agreement authorising the expulsion of partners from the partnership.
|
|
|
| 10. |
Declaration of Solvency or lnsolvency
A declaration of solvency or insolvency lodged under section 29 (1) of the Act shall be in the form LLP 10 set out in the First Schedule to these Regulations.
|
PART V – ELECTRONIC FILING OF DOCUMENTS
| 11. |
Documents may be in electronic form
| (1) |
A form, application, document or declaration to be filed or delivered to the Registrar under the Act or Regulations may be in electronic form and through a website maintained by the Registrar or any other government approved website.
|
| (2) |
The electronic filing under paragraph (1) shall be authenticated by authorized certifying agencies as provided under the Kenya Information and Communications Act (Cap. 411A).
|
| (3) |
All forms, applications, documents or declarations required under the Act or Regulations shall be executed by a partner or manager using a digital signature from a certified service provider as provided under the Kenya Information and Communications Act (Cap. 411A).
|
| (4) |
The Registrar shall set up and maintain an electronic registry where documents may be stored electronically and such registry shall be open for public inspection.
|
| (5) |
Any document issued by the Registrar under the Act or these Regulations shall be through a valid digital signature.
|
|
FIRST SCHEDULE
FORMS
|
LLP 1
|
|
|
(r. 3(2))
|
|
THE LIMITED LIABILITY PARTNERSHIP ACT (Cap. 30)STATEMENT OF PARTICULARS
|
|
1. Name of Partner ..........................................................................................
|
|
2. General Nature of Business ..........................................................................
|
|
3. Proposed Registered office ...........................................................................(Plot no, name of building, name of street or road, town)
|
|
4. POSTAL ADDRESS ............................ PHONE/MOBILE NO. ...........................
|
|
5. PARTICULARS OF PARTNERS
|
|
Full Name
|
ID Card No/PassportNo (Attach Copies of ID/Passports)
|
Tel No &PostalAddress
|
Nationality
|
Place & Date of Incor-poration(In case of a BodyCorporate)
|
Residence (HouseNo., Road or Streetor Registered Office In case of a Body
|
Signature/Authorised Signatures In case ofBody Corporate
|
|
1.
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2.
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3.
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4.
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5.
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|
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|
|
PARTICULARS OF MANAGER(S)
|
|
Full Name
|
ID Card No/PassportNo (Attach Copies of ID/Passports)
|
Tel No & Postal Address
|
Nationality
|
Place & Date of Incorporation(in case of a Body Corporate)
|
Usual Place ofResidence (HouseNo, Road or Streetor Registered Office in case of a Body Corporate)
|
Signature/Authorised Signatures in case ofBody Corporate
|
|
1.
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2.
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3.
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4.
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5.
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|
|
CONSENT TO ACT AS A MANAGER:
|
|
|
|
I/WE .......................................... whose particulars appear above hereby consent to act as manager(s) of .................... limited liability partnership pursuant to section 27(2)(b) of the Limited Liability Partnership Act.
|
|
|
|
|
|
|
LLP 2
|
|
|
(r. 3(7))
|
|
REPUBLIC OF KENYA
|
|
THE LIMITED LIABILITY PARTNERSHIP ACT (Cap. 30)
|
|
CERTIFICATE OF REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP
|
|
I hereby certify that ........................................................................................., having satisfied the requirements of sections 17 and 20 of the Limited Liability Partnership Act is this day registered as a Limited Liability Partnership. LLP/ .............................../.........................
|
|
Given under my hand at Nairobi this .................. day of ................................., 20 ...........
|
|
|
__________________________________________
|
|
|
Registrar of Limited Liability Partnership
|
|
LLP 3
|
|
|
(r. 6(1))
|
|
APPLICATION FOR RESERVATION OF NAME:PROPOSED LIMITED LIABILITY PARTNERSHIP
|
|
|
|
Name(s) of proposed Limited Liability Partnership: ........................................
|
|
Name of the applicant: .........................................................................
|
|
Address of applicant: ..............................................................................
|
|
Telephone number of applicant: ............................................................
|
|
E-mail address of applicant (if any): ......................................................
|
|
Signature of applicant: .....................................................................
|
|
Dated at .................... this ............ day of ............................. 20 ...............
|
|
LLP 4
|
|
|
(r. 6 (2))
|
|
APPLICATION FOR RESERVATION OF NAME: PROPOSED LIMITED LIABILITY PARTNERSHIP
|
|
|
|
Name of existing Limited Liability Partnership: .............................................
|
|
Number of Limited Liability Partnership: ....................................................
|
|
Name(s) to which Limited Liability Partnership proposes to change:..............................................................................................................
|
|
Name of the applicant: ......................................................................
|
|
Address of applicant: ........................................................................
|
|
Telephone number of applicant: ...............................................................
|
|
E-mail address of applicant (if any): ........................................................
|
|
Signature of applicant: .....................................................................
|
|
Dated at ............... this .............. day of ...................... 20 ................
|
|
LLP 5
|
|
|
(r. 7(1))
|
|
THE LIMITED LIABILITY PARTNERSHIP ACT
|
|
STATEMENT OF PARTICULARS (CONVERSION FROM PARTNERSHIP TO LIMITED LIABILITY PARTNERSHIP)
|
|
1. Name and registration number of partnership .................................................
|
|
2. Date of registration of the partnership .....................................................
|
|
3. Name of proposed limited liability partnership ..............................................
|
|
4. General nature of business ..................................................................
|
|
5. General nature of business ..................................................................(Plot no., name of building, name of street or road, town)
|
|
6. Postal address ..........................
|
Phone/mobile No. ........................
|
|
7. Particulars of partners
|
|
|
Full Name
|
ID Card No/Passport No (Attach Copies of ID/Passports)
|
Tel No & Postal Address
|
Nationality
|
Place & Date of Incorporation(Incase of A Body Corporate)
|
Usual Place ofResidence (HouseNo. Road or StreetOr Registered Office Incase of A Body Corporate)
|
Signature/Authorised Signatures Incase ofBody Corporate
|
|
1.
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2.
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3.
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4.
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5.
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6.
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7.
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8.
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PARTICULARS OF MANAGER(S)
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Full Name
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ID Card No/Passport No (Attach Copies of ID/Passports)
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Tel No & Postal Address
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Nationality
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//Place & Date Of Incorporation (Incaseof A Body Corporate)//
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Usual Place of Residence (House No. Road or Street or Registered Office Incase of A Body Corporate)
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//Signature/Authorised Signatures Incaseof Body Corporate//
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1.
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2.
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3.
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4.
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5.
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6.
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7.
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8.
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CONSENT TO ACT AS A MANAGER:
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I/WE .......................................... whose particulars appear above hereby consent to act as manager(s) of .................... limited liability partnership pursuant to section 27(2)(b) of the Limited Liability Partnership Act.
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LLP 6
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(r. 7(4))
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REPUBLIC OF KENYA
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THE LIMITED LIABILITY PARTNERSHIP ACT (Cap. 30)
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CERTIFICATE OF REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP
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I hereby certify that ......................................., having satisfied the requirements of section 24 of the Limited Liability Partnership Act is this day registered as a limited liability partnership. LLP/ ............................../...........................
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Given under my hand at Nairobi this ................ day of ........................, 20 ..........
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______________________________________
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Registrar of Limited Liability Partnership
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LLP 7
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(r. 8(1))
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THE LIMITED LIABILITY PARTNERSHIP ACT
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STATEMENT OF PARTICULARS (CONVERSION FROM PRIVATE COMPANY TO LIMITED LIABILITY PARTNERSHIP)
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1. Name and registration number of company .....................................................
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2. Date of registration of the company ..............................................................
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3. Name of proposed limited liability partnership ...............................................
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4. General nature of business .......................................................................
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5. Proposed physical address ........................................................................(Plot no., name of building, name of street or road, town)
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6. Postal address ....................................... Phone/Mobile No. .........................
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PARTICULARS OF PARTNERS
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Full Name
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ID Card No/Passport No (Attach Copies of ID/Passports)
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Tel No. & Postal Address
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Nationality
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Place & Date of Incorporation (Incase of a Body Corporate)
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Usual Place of Residence (House No. Road on Street Or Registered Office Incase of A Body Corporate)
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Signature/Authorised Signatures Incase of Body Corporate
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1
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2
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3
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7. PARTICULARS OF MANAGER(S)
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Full Name
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ID Card No/Passport No (Attach Copies of Id/Passports)
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Tel No & Postal Address
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Nationality
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Place & Date Of Incorporation (Incase of A Body Corporate)
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Usual Place of Residence (House No. Road or Street Or Registered Office Incase of A Body Corporate)
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Signature Authorised Signatures Incase of Body Corporate
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1
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2
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3
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CONSENT TO ACT AS A MANAGER:
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I/WE .......................................... whose particulars appear above hereby consent to act as manager(s) of .................... limited liability partnership pursuant to section 27(2)(b) of the Limited Liability Partnership Act.
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LLP 8
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(r. 8(4))
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REPUBLIC OF KENYA
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THE LIMITED LIABILITY PARTNERSHIP ACT
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CERTIFICATE OF REGISTRATION OF CONVERSION TO A LIMITED LIABILITY PARTNERSHIP
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I hereby certify that ........................................................., having satisfied the requirements of section 25 of the Limited Liability Partnership Act is this day registered as a limited liability partnership LLP/ ......................../................. Given under my hand at Nairobi this ............... day of ................, 20 ..........
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____________________
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Registrar of Limited Liability Partnership
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LLP 9
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(r. 9 (1))
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STATEMENT OF CHANGE OF PARTICULARS OF A LIMITED LIABILITY PARTNERSHIP
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Name of the Limited Liability Partnership ........................................................
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Registration number of the Limited Liability Partnership .......................................
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Physical and Postal Address of the Limited Liability Partnership ...............................................................................................................................................
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Presented by: .......................................................................................
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Proposed changes: ................................................................................
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With effect from: ...........................................................................................
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..........................
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..........................
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Name (partner/manager)
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Signature
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Made at ............ this .............. day of .................... 20 .........
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LLP 10
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(r. 10)
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DECLARATION OF SOLVENCY OR INSOLVENCY
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Name of Limited Liability Partnership ......................................................................
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Registration number of the Limited Liability Partnership ............................
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Physical and Postal Address of the Limited Liability Partnership............................................................................................................................
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Presented by ...................................................................................................
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Declaration of solvency as at ................... of ........................ 20 ........
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I .................................................................... being the Manager of ................................................... Limited Liability Partnership do declare that I have made a full inquiry into this Limited Liability Partnership and have formed the opinion that the Limited Liability Partnership is/ is not able to pay its debts in full as at and when they become due in the ordinary cause of business.
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....................................................
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....................................................
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Name of Manager
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Signature
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Made at ................. this .......... day of ....................... 20 ........
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SECOND SCHEDULE [r. 7(3)]
FEES
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Section of the Substantive Act
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Name of the Form
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Fees
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Section 17(3)
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Statement of Particulars
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25,000
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Section 21 (2)
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Name Search and Reservation
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100
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Section 24 and Schedule II
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Statement of Particulars (conversion from partnership to LLP)
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25,000
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Section 25 and Schedule IIIpara 2 and 3
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Statement of Particulars (conversion from private company to LLP)
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25,000
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Section 29 (1)
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Declaration of Solvency or Insolvency
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2,000
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Section 31(3) and Section 33(1)
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Statement of change of particulars of an LLP
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2,000
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Resolution
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2,000
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THE LIMITED LIABILITY PARTNERSHIP (BENEFICIAL OWNERSHIP INFORMATION) REGULATIONS, 2023
ARRANGEMENT OF SECTIONS
| 4. |
Beneficial owner particulars
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| 5. |
Verification and filing of beneficial ownership information
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| 6. |
Duty to investigate, obtain and verify beneficial ownership particulars
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| 9. |
Content of a warning notice
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| 10. |
Restriction of rights for non-compliance
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| 11. |
Content of a restrition notice
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| 12. |
Effects of restriction
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| 13. |
Withdrawal of the restriction
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| 14. |
Unidentified beneficial owners
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| 15. |
Discrepancy reporting
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| 16. |
Disclosure by the limited liabilities partneship
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| 17. |
Disclosure by the Registrar
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| 19. |
Disclosure of protected information
|
SCHEDULES
THE LIMITED LIABILITY PARTNERSHIP (BENEFICIAL OWNERSHIP INFORMATION) REGULATIONS, 2023
| 1. |
Short title
These Regulations may be cited as the Limited Liability Partnership (Beneficial Ownership Information) Regulations, 2023.
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| 2. |
Interpretation
In these Regulations, unless the context otherwise requires—
"Act" means the Limited Liability Partnership Act (Cap. 30);
"arrangement" refers to an artificial entity, without legal personality,associating one or more natural or legal persons together in an ownership or control relationship, but without implying that the parties to this arrangement have any other form of collective legal identity:
"beneficial owner" has the meaning assigned to it under the Companies Act (Cap. 486);
"competent authority" means the Attorney-General, any criminal investigation agency established by law, law enforcement agencies, authorities that supervise and monitor the financial sector, including the Financial Reporting Centre and the Kenya Revenue Authority;
"designated non-financial businesses or professions" has the meaning assigned to it under section 2 of the Proceeds of Crime and Anti-Money Laundering Act (Cap. 59A);
"family" means—
| (a) |
the beneficial owner’s spouse;
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| (b) |
a child or step-childof the beneficial owner;
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| (c) |
a child or step-child of the beneficial owner’s spouse who lives with the beneficial owner and has not reached eighteen years of age;
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| (d) |
a parent of the beneficial owner;
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| (e) |
a brother or sister to the beneficial owner;
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| (f) |
a brother or sister to the spouse of the beneficial owner;
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| (g) |
a grandchild of the beneficial owner; or
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| (h) |
a spouse of any of the persons specified in paragraphs (b), (e), (f) and (g);
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"financial institutions" has the meaning assigned to it under section 2 of the Proceeds of Crime and Anti-Money Laundering Act (Cap. 59A);
"joint arrangement" means an arrangement between the holders of shares or rights in a company that they exercise all or substantially all the rights conferred by their respective sharesor rights jointly in a manner that is pre-determined by the arrangement;
"material discrepancy" means factual errors that could significantly alter the status or identity of a beneficial owner but this does not include typing mistakes or spelling errors;
"nominee partner" has the meaning assigned to it under section 2 of the Act;
"protected personal identifiable information" includes—
| (a) |
birth certificate number, national identity card number passport number;
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| (b) |
personal identification number;
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| (e) |
telephone number; and
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"Public Procurement Regulatory Authority" has the meaning assigned to it under the Public Procurement and Asset Disposal Act (Cap. 412C);
"Public Private Partnership Committee" has the meaning assigned to it under the Public Private Partnership Act (Cap. 430);
"Registrar" means the Registrar of Companies appointed under section 831 of the Companies Act (Cap. 486);
"significant control" includes control that can be exercised through—
| (a) |
a right to direct or veto investment decisions of the limited liability partnership;
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| (b) |
a right to participate in the capital returns of the partnership’s funds or assets;
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| (c) |
a right to direct amendment of the partnership’s constitutional documents or partnership agreement;
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| (d) |
a right to dissolve or convert the partnership;
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| (e) |
positions held within the partnership such as being responsible in the strategic decisions that affect business practices or general direction of the partnership including senior managing official;
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| (f) |
informal means such as through family or associates or in cases where the individual is using, enjoying, or benefiting from the assets owned by the partnership; and
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"significant influence" means the power to participate in the operating and financial policies of a limited liability partnership without necessarily having full control over them.
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| 3. |
Beneficial Owner
| (1) |
In accordance with section 31B of the Act, every limited liability partnership shall keep a register of its beneficial owners.
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| (2) |
For the purpose of these Regulations, a beneficial owner of a limited liability partnership shall be a natural person who meets any of the following conditions, whether individually or Jointly with others, in relation to the limited liability partnership—
| (a) |
holds a right to share in at least ten percent of the capital contribution or profits of the limited liability partnership either directly or indirectly;
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| (b) |
holds at least ten percent of the voting rights in the conduct and management of the limited liability partnership whether directly or indirectly;
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| (c) |
has a right to appoint or remove any partner or a manager; or
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| (d) |
exercises significant influence or control, directly or indirectly, over the limited liability partnership.
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| (3) |
Where two or more natural persons—
| (b) |
have a joint arrangement relating to rights held, each of such persons shall, for the purposes of subregulation (2) be treated as a beneficial owner.
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| 4. |
Beneficial owner particulars
| (1) |
A limited liability partnership shall take reasonable steps to identify its beneficial owners, verify,validate and enter in its register of beneficial owners the following particulars in respect of its beneficial owner—
| (b) |
birth certificate number, national identity card number passport number;
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| (c) |
personal identification number;
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| (k) |
occupation or profession;
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| (l) |
nature of control or influence;
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| (m) |
the date on which any person became a beneficial owner of the limited liability partnership;
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| (n) |
the date on which any person ceased to be a beneficial of the limited liability partnership; and
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| (o) |
any other relevant detail the Registrar may, from time to time, require.
|
|
| (2) |
The information on the nature of control or influence referred to in subregulation 4(1)(l) shall be as specified in regulation 3(2).
|
|
| 5. |
Verification and filing of beneficial ownership information
| (1) |
A limited liability partnership shall lodge with the Registrar, a copy of its register of beneficial owners in Form LBOF1 set out in the First Schedule in accordance with section 31B of the Act.
|
| (2) |
A limited liability partnership shall lodge with the Registrar, particulars of change of beneficial owners in Form LBOF2 set out in the First Schedule and shall pay the fees set out in the Second Schedule.
|
| (3) |
Where there is a new beneficial owner, the limited liability partnership shall update its beneficial ownership register and file notice of any new beneficial owner with the Registrar in Form LBOF3 set out in the First Schedule.
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| (4) |
A limited liability partnership shall lodge with the Registrar a notice of a person ceasing to be a beneficial owner in Form LBOF4 set out in the First Schedule in accordance with section 31B and pay the fees set out in the Second Schedule.
|
| (5) |
The limited liability partnership shall take reasonable measures to verify and validate any information filed with the Registrar under this regulation.
|
|
| 6. |
Duty to investigate, obtain and verify beneficial ownership particulars
| (1) |
A limited liability partnership shall give notice to a person it knows or has reasonable cause to believe that the person is its beneficial owner, requiring the person to provide the particulars set out in regulation 4.
|
| (2) |
A person who receives a notice under this regulation shall comply with the requirements of the notice not later than twenty-one days from the date of the notice.
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| (3) |
A person who receives a notice under subregulation (1) is not required to disclose any information in respect of which the court has directed not be disclosed.
|
|
| 7. |
Nominee partners
| (1) |
Any person, whether formally or informally, acting as a nominee partner, shall disclose to the limited liability partnership, their status as a nominee pursuant to section 31C and provide the particulars of the nominator.
|
| (2) |
A limited liability partnership shall, upon receipt of the notice in subregulation (1), prepare a register of nominees and lodge with the Registrar, the nominee status of each disclosed nominee.
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| (3) |
The limited liability partnership shall—
| (a) |
where the nominator is a natural person, enter the names of the nominator in the register of beneficial owners and file a copy of thereof pursuant to these regulations; and
|
| (b) |
where the nominator is a legal person, enter the particulars of the beneficial owners of the legal person in the register of the beneficial owner,
|
and submit a copy of the register of beneficial owners, register of nominees and any change thereof, in accordance with the provisions of the Act and these Regulations.
|
| (4) |
The Registrar shall put an asterisk to the names of partners who are nominees in the register of partners.
|
|
| 8. |
Warning notice
A limited liability partnership shall issue a warning notice to a person who fails to comply with the provisions of regulation 6 or 7 and keep a copy of the warning notice in its register of beneficial owners.
|
| 9. |
Content of a warning notice
A warning notice issued under regulation 8 shall—
| (a) |
specify the date on which the warning notice is issued and the date of compliance;
|
| (b) |
be accompanied by a copy of the notice issued under regulation 6;
|
| (c) |
require the person to comply with the notice issued under regulation 6;
|
| (d) |
state that it is proposing to restrict the rights the person holds in the limited liability partnership; and
|
| (e) |
explain the effect of the restriction.
|
|
| 10. |
Restriction of rights for non-compliance
| (1) |
A limited liability partnership shall restrict the rights of a person if the person has not complied with the warning notice within rights for fourteen days from the date of the warning notice.
|
| (2) |
A limited liability partnership shall make a note in the limited liability partnership’s register to indicate the restriction issued under subregulation (1).
|
| (3) |
A limited liability partnership shall file a copy of the restriction issued under this regulation with the Registrar within fourteen days from the date of the issuance of the restriction.
|
|
| 11. |
Content of a restrition notice
Where a limited liability partnership restricts the rights of a person, it shall notify the person affected by the restriction, in writing restriction notice, of the—
| (a) |
date the warning notice under regulation 8 was issued;
|
| (b) |
date on which the restriction was issued; and
|
| (c) |
effect of the restriction.
|
|
| 12. |
Effects of restriction
The effect of a restriction issued under regulation 10 with respect to a right is as follows—
| (a) |
no rights are exercisable including the right to participate in the decisions of the limited liability partnership through voting or otherwise; and
|
| (b) |
no payment may be made of sums due from the limited liability partnership in respect of the rights
|
|
| 13. |
Withdrawal of the restriction
| (1) |
Where a notice issued under regulation 8 is complied with after the time specified in the notice, the limited liability partnership shall, within fourteen days of compliance of the notice, withdraw the restriction placed on the rights of the beneficial owner.
|
| (2) |
A limited liability partnership shall note in its register of beneficial owners—
| (a) |
the date on which the withdrawal was issued;
|
| (b) |
the date on which the limited liability partnership became required to withdraw the restriction; and
|
| (c) |
the person’s rights in the limited liability partnership.
|
|
| (3) |
The limited liability partnership shall file a copy of the withdrawal issued under this regulation with the Registrar with in fourteen days from the date the withdrawal was issued.
|
|
| 14. |
Unidentified beneficial owners
| (1) |
A limited liability partnership shall note in its register of beneficial owners that it know s or has reasonable cause to believe that there is a beneficial owner in relation to the limited liability partnership but it—
| (a) |
has not identified the beneficial owner;
|
| (b) |
has not been able to obtain the beneficial owner particulars;
|
| (c) |
has issued a warning notice which has not been complied with;
|
| (d) |
has issued a restriction notice; or
|
| (e) |
there is a matter pending before court in relation to beneficial ownership.
|
|
| (2) |
The limited liability partnership shall lodge with the Registrar in Form LBOF5 as set out in the First Schedule details setting out the steps undertaken to identify the beneficial owner or any other relevant information related to subregulation (1).
|
|
| 15. |
Discrepancy reporting
| (1) |
A limited liability partnership or a beneficial owner of a limited liability partnership shall report to the Registrar material discrepancy identified by them in relation to beneficial ownership information filed by the limited liability partnership.
|
| (2) |
The Registrar may, upon receipt of the report under subregulation (1), issue a direction to the limited liability partnership directing the partnership to address the discrepancy by filing an updated copy of its beneficial ownership register pursuant to section 31B of the Act.
|
| (3) |
Failure to comply with the Registrar’s directive under subregulation (2) shall have the same effect as a failure to comply with the directive issued under section 31B of the Act.
|
|
| 16. |
Disclosure by the limited liabilities partneship
| (1) |
A limited liability partnership shall not use or disclose beneficial ownership information except—
| (a) |
where the use is for the purpose of communicating with the beneficial owner concerned;
|
| (b) |
where the disclosure is made in order to comply with any requirement in these Regulations;
|
| (c) |
where the disclosure is made in order to comply with the Proceeds of Crime and Anti-Money Laundering Act (Cap. 59A) and its Regulations;
|
| (d) |
where the disclosure is made in order to comply with the Prevention of Terrorism Act (Cap. 59B) and its Regulations; or
|
| (e) |
where the disclosure is made in order to comply with a court order.
|
|
| (2) |
Notwithstanding the provisions of subregulation (1), information relating to a beneficial owner may be disclosed by a limited liability partnership—
| (a) |
with written consent of the beneficial owner;
|
| (b) |
to the procuring entity, where the limited liability partnership participates in public procurement and assets disposal under the Public Procurement and Asset Disposal Act (Cap. 412C);
|
| (c) |
to the contracting authority, where the limited liability partnership participates in a public private partnership arrangement under the Public Private Partnership Act (Cap. 430); or
|
| (d) |
to financial institutions for the purposes of entering into relationship with the institution.
|
|
|
| 17. |
Disclosure by the Registrar
| (a) |
use information relating to a beneficial owner for the purpose of communicating with the beneficial owner;
|
| (b) |
upon a written request or any other means the Registrar may specify, make available the beneficial ownership information of a company, to—
| (i) |
a competent authority; |
| (ii) |
the Public Procurement Regulatory Authority; |
| (iii) |
the Public Private Partnerships Committee; |
| (iv) |
supervisors or regulators of financial institutions and designated non-financial businesses and professionals; or |
| (v) |
any government agency in charge of implementing anti-money laundering and countering financing of terrorism measures; |
|
| (c) |
upon receipt of Form BOF6 set out in the First Schedule or as the Registrar may specify and on payment of the fee set out in the Second Schedule, disclose beneficial ownership information of a limited liability partnership, except protected personal identifiable information, to—
| (i) |
financial institutions; or |
| (ii) |
designated non-financial businesses or professionals; or |
|
| (d) |
disclose beneficial ownership information of a limited liability partnership pursuant to acourt order.
|
|
| 18. |
Data protection
Beneficial ownership information shall not be made available to the public or be published, except—
| (a) |
by the Public Procurement Regulatory Authority in the Government Portal in relation to entities that have been a warded a tender by the procuring entity as part of a contract a ward; or
|
| (b) |
by a government where the matter is of public interest.
|
|
| 19. |
Disclosure of protected information
The publication or disclosure of the beneficial ownership information under these Regulations shall not include protected personal identifiable information, except where such disclosure is made to a competent authority or pursuant to a court order.
|
|
