Section 10 of Limited Liability Partnership Act CAP 30: Liability of partners in limited liability partnership to be limited.
(1) A limited liability partnership shall be solely obligated to an issue arisingfrom contract, tort or otherwise.
(2) A person is not personally liable, directly or indirectly, for an obligationreferred to in subsection (1) only because the person is a partner of the limited liability partnership.
(3) Subsection (1) shall not affect the personal liability of a partner in tort forthe wrongful act or omission of that partner.
(4) A partner is not personally liable for the wrongful act or omission of anotherpartner of the limited liability partnership.
(5) If a partner of a limited liability partnership is liable to a person other thananother partner of the partnership as a result of a wrongful act or omission of that partner in the course of the business of the limited liability partnership or with its authority, the partnership is liable to the same extent as that partner.
(6) The liabilities of a limited liability partnership are payable out of the property of the limited liability partnership.
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- Section 11 - Power of partner to bind the limited liability partnership.
(1) A partner of a limited liability partnership is the agent of the limited liability partnership.
(2) Notwithstanding subsection (1), a limited liability partnership is not bound by anything done...
- Section 12 - How the relationship of partners is to be governed.
(1) Except as otherwise provided by this Act, the mutual rights and duties ofthe partners of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and...
- Section 13 - How a partner ceases to be a member of a limited liability partnership.
(1) A partner of a limited liability partnership may cease to be a partner—
(a) by complying with the requirements of the relevant limited liability partnership agreement; or
(b) in the absence of...
- Section 14 - What is the effect of a partner becoming bankrupt.
(1) This section applies to a limited liability partnership unless otherwise provided for in the relevant limited liability partnership agreement.
(2) If a partner of the limited liability...
- Section 15 - Partner may assign interest in limited liability partnership.
(1) This section applies to a limited liability partnership unless otherwise provided for in the limited liability partnership agreement.
(2) A partner in a limited liability partnership may assign...
- Section 16 - Registration of body as a limited liability partnership.
Two or more persons associated for carrying on a lawful business with a view to making a profit may, by complying with the registration requirements of this Part, register (the persons) as a limited...
- Section 17 - Requirements for registering limited liability partnerships.
(1) For an entity to be registered as a limited liability partnership under this Act, a statement that complies with subsection (2) shall be lodged with the Registrar.
(2) A statement complies with...
- Section 18 - Functions of Registrar with respect to the registration of limited liability partnerships.
(1) As soon as practicable after receiving the statement lodged under section17 and being satisfied that the requirements of that section and section 20 have been complied with, the Registrar...
- Section 19 - Registrar to refuse registration on certain national security or public interest grounds.
(1) Without limiting section 18, the Registrar shall refuse to register an entity as a limited liability partnership under this Act if satisfied that—
(a) the entity is likely to be operated for an...
- Section 20 - Requirements for names of limited liability partnerships.
(1) The name of a limited liability partnership shall end with—(a) the expression "limited liability partnership"; or (b) the abbreviation "llp" or "LLP".
(2) A limited liability partnership that is...
- Section 21 - Restrictions on registration of limited liability partnership names.
(1) The Registrar may refuse to register a limited liability partnership under a name, or allow a limited liability partnership to change its name to one that in the opinion of the Registrar...
- Section 22 - Registrar to notify decision refusing registration and state reasons for the decision.
(1) As soon as practicable after deciding to refuse to register an entity as a limited liability partnership under section 16, 17 or 19, the Registrar shall, in writing given to the persons who lodged...
- Section 23 - Right to appeal against refusal of registration.
A person who is notified of the decision of the Registrar in accordance with [section 22] may, within thirty days after being so notified, appeal to the Court against the decision appeal to the...
- Section 24 - Conversion from firm to a limited liability partnership.
(1) A partnership may convert itself into a limited liability partnership bysatisfying the requirements of the Second Schedule.
(2) On conversion—
(a) the limited liability partnership to which the...
- Section 25 - Conversion of a private company to a limited liability partnership.
(1) A private company may convert itself into a limited liability partnership by satisfying the requirements set out in the Third Schedule.
(2) When a private company is converted to a limited...
- Section 26 - Limited liability partnership to have at least two partners.
(1) A limited liability partnership is required to have at least two partners.
(2) If a limited liability partnership carries on business with only one person as partner for more than two years, that...
- Section 27 - Limited liability partnership to have manager.
(1) A limited liability partnership shall have at least one manager who is a natural person who has attained the age of eighteen years and who is resident in Kenya.
(2) A limited liability...
- Section 28 - Provisions that apply when limited liability partnership has more than one manager.
(1) If a limited liability partnership has more than one manager—
(a) anything that the manager is required to do under this Act may be done by any one of the managers; and
(b) anything that...
- Section 29 - Filing of annual returns.
(1) A limited liability partnership shall file its annual returns with the Registrar within thirty days of the anniversary of its registration under this Act or any other period as the Registrar may...
- Section 30 - Limited partnership to keep proper accounting records.
(1) A limited liability partnership shall keep such accounting and other records as will—
(a) sufficiently explain the transactions and financial position of the partnership; and
(b) enable a profit...
- Section 31 - Limited liability partnership to have registered office in Kenya.
(1) A limited liability partnership shall establish and maintain a registered officewithin Kenya to which all communication and notices to the partnership are to be addressed.
(2) A document may be...
- Section 31A - Registers and documents to be kept
A limited liability partnership shall keep at its registered office—
(a) a notice of registration issued under this Act;
(b) a register of the name and address of each partner, manager...
- Section 31B - Beneficial owners
(1) Every limited liability partnership shall keep a register of its beneficial owners.
(2) A limited liability partnership shall enter in its register of beneficial owners, information relating to...
- Section 31C - Register of nominee partners
(1) Every limited liability partnership shall keep a register of nominee partner sat its registered office.
(2) A limited liability partnership shall enter in its register of nominee partners—(a) the...
- Section 32 - Requirements for documents issued by limited liability partnership.
(1) A limited liability partnership shall ensure that no invoice or other document relating to the partnership business is issued unless it bears— (a) the name and registration number of the...
- Section 33 - Changes to registered details of limited liability partnership to be lodged with Registrar.
(1) Whenever a change occurs in any of the details registered in respect ofa limited liability partnership, the partnership shall, within fourteen days after the change, lodge with the Registrar a...
- Section 33A - Administrative strike off by the Registrar
(1) Where the Registrar determines that a limited liability partnership is not carrying on business or is not in operation, the Registrar may send to the registered address of the limited liability...
- Section 33B - Duty of the Registrar on liquidation
(1) Where a limited liability partnership is in liquidation and— (a) the Registrar reasonably believes that—
(i) the affairs of the limited liability partnership are fully wound up; or
(ii) no...
- Section 33C - Stike off on application
(1) The Registrar may strike off the name of a limited liability partnership from the Register on application by a limited liability partnership.
(2) An application under this section shall only be...
- Section 33D - When an application for strike off may not be made
An application under section 33C shall not be made if, at any time during the preceding three months, the limited liability partnership has—
(a) changed its name;
(b) carried on business;
(c) made...
- Section 33E - Withdrawal of an application
(1) An applicant may, at any time before a limited liability partnership’s nameis struck of through a prescribed notice to the Registrar withdraw an application to strike of a limited liability...
- Section 33F - Objection to striking off
(1) An applicant may, by written notice to the Registrar, object an applicationto strike a limited liability partnership’s name off the register at any time before the limited liability partnership’s...
- Section 33G - Requirements to keep records after strike off
(1) A manager in a limited liability partnership shall be required to keep records specified under this Part for at least seven years after the limited liability partnership has been struck...
- Section 33H - Restoration where strike off was by mistake
(1) The Registrar may restore the name of a limited liability partnership to theRegister if satisfied that the striking off is a result of a mistake of the Registrar.
(2) For purposes of subsection...
- Section 33I - Restoration by Court
(1) An application may be made to the Court to restore to the Register a limited liability partnership that has been struck from the Register.
(2) An application under subsection (1) may be made...
- Section 33J - Effect of restoration
(1) Where the name of a limited liability partnership is restored to the Register under this Act, the limited liability partnership shall be deemed to be in existence as if its name had not been...
- Section 33K - Registers
(1) The Registrar shall, subject to this Act, keep a register of limited liability partnerships.
(2) The Register shall comprise of—
(a) the information relating to limited liability partnerships...
- Section 33L - Rectification of register
(1) A person in respect of which an entry in a register—
(a) has been omitted;
(b) is incorrect; or
(c) has been included in error,
(d) may apply to the Registrar for rectification of the...
- Section 34 - Insolvency of a limited liability partnership
(1) If a limited liability partnership becomes insolvent, the provisions of the Insolvency Act, 2015 (No. 18 of 2015), shall apply with respect to the conduct of the receivership or management of the...
- Section 34A - Foreign limited liability partnership
(1) A foreign limited liability partnership shall not carry on business in Kenya unless it is registered as a foreign limited liability partnership under this Act.
(2) A person who contravenes...
- Section 34B - Registration of Foreign limited liability partnerships
(1) A person seeking to register a foreign limited liability partnership shall, in addition to the requirements under sections 17, 19 and 20 of this Act, make an application to the Registrar—
(a) in...
- Section 34C - Appointment of a local representative by a foreign Limited liability partnership
(1) A foreign limited liability partnership shall, for purposes of operating in
Kenya, appoint at least one local representative who shall be—
(a) a permanent resident in Kenya; or
(b) a Kenyan...
- Section 34D - Registered office
A foreign limited liability partnership shall have a registered office in Kenya to which all communications and notices may be addressed.
- Section 34E - Annual returns
(1) A foreign limited liability partnership shall file its annual returns with the Registrar within thirty days of the anniversary of its registration under the Act or any other period as the...
- Section 34F - Cessation of business in Kenya
(1) A foreign limited liability partnership that ceases operations in Kenya shall within seven days of such cessation, lodge with the Registrar a notice of the cessation.
(2) The cessation of...
- Section 34G - Notice of liquidation or dissolution
(1) A foreign limited liability partnership that is liquidated or dissolved shall,within thirty days after the liquidation or the dissolution, lodge or cause to be lodged with the Registrar a notice...
- Section 34H - Requirements to keep records after strike off
(1) A local representative in a foreign limited liability partnership shall be required to keep records under this Act for at least seven years after the limited liability partnership has been struck...
- Section 35 - Power of Cabinet Secretary to make regulations for the purposes of this Act.
The Cabinet Secretary may make regulations, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed or that is necessary to be...
- Section 36 - Power to make procedural rules for the purposes of proceedings under this Act.
The Court may make rules, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed by rules.
- Section 38 - Transitional provisions.
(1) In this section—
"existing limited liability partnership" means a limited liability partnership whose registration is continued under subsection (2);
"repealed Act" means the Act repealed by...