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Section 21 of Limited Liability Partnership Act CAP 30: Restrictions on registration of limited liability partnership names.

    

(1) The Registrar may refuse to register a limited liability partnership under a name, or allow a limited liability partnership to change its name to one that in the opinion of the Registrar is—
(a) undesirable;
(b) identical to that of any other limited liability partnership, corporation or business name;
(c) identical to a name that is being reserved under this section, the Registration of Business Names Act (Cap. 499) or the laws relating to Companies; or
(d) a name of a kind that the Cabinet Secretary has, by written notice, directed the Registrar not to accept for registration.
(2) A person may apply to the Registrar in the prescribed manner for the reservation of a name specified in the application as—
(a) the name of a proposed limited liability partnership; or
(b) the name to which a limited liability partnership proposes to change its name.
(3) On receiving an application under subsection (2) and on payment of the prescribed fee the Registrar shall, if satisfied that the name to be reserved is not one that may be rejected on a ground referred to in subsection (1), reserve the name for a period of two months from the date on which the application was lodged or for such longer period as the Registrar may specify.
(4) If the Registrar is satisfied that a limited liability partnership has been registered under a name that—
(a) is a name referred to in subsection (1); or
(b) nearly resembles the name of any other limited liability partnership or company or a business name as to be likely to be mistaken for it,
the Registrar may direct the limited liability partnership to change its name.
(5) A direction may be given under subsection (4) whether the name was registered through inadvertence, mistake or otherwise and whether at the time the partnership was first registered or when it changed its name.
(6) A limited liability partnership shall comply with a direction given to it under subsection (4) within six weeks after being notified of the direction or within such longer period as the Registrar may allow.
(7) A person may, in writing, apply to the Registrar to give a direction to a limited liability partnership, to change its name on a ground referred to in subsection (4) (a) or (b).
(8) The Registrar shall not consider an application under subsection (6) to give a direction to a limited liability partnership on the ground referred to in subsection
(4)(b) unless the Registrar receiving the application within twelve months after the date of the registration of the partnership under that name.
(9) A limited liability partnership which fails to comply with a direction given under subsection (4) commits an offence and is liable on conviction to a fine not exceeding fifty thousand shillings.
(10) If, after being convicted of an offence under subsection (8), a limited liability partnership still fails to comply with a direction given under subsection (4), the partnership commits a further offence on each day or part of a day during which the failure continues and is liable on conviction to a fine not exceeding five thousand shillings for each such offence.
(11) The Registrar may, if it is satisfied that a limited liability partnership is directed under subsection (4) to change its name had applied for registration under that name in bad faith, require the partnership to pay the Registrar such penalty as may be prescribed and the Registrar may, by proceedings brought in a court of competent jurisdiction, recover such a fee as a debt due to the Registrar.
(12) A limited liability partnership which is aggrieved by a direction of the Registrar under subsection (4) or a requirement of the Registrar under subsection (10) may, within thirty days after the date of the direction or requirement, appeal to the Cabinet Secretary.

« Previous:   Section 20 - Requirements for names of limited liability partnerships.          Next: »   Section 22 - Registrar to notify decision refusing registration and state reasons for the decision.

Disclaimer: This document is not to be taken as legal advise.

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