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Section 33A of Limited Liability Partnership Act CAP 30: Administrative strike off by the Registrar

    

(1) Where the Registrar determines that a limited liability partnership is not carrying on business or is not in operation, the Registrar may send to the registered address of the limited liability partnership or by other means as Regulations may prescribe, a communication inquiring whether the limited liability partnership is carrying on business or is in operation.
(2) For purposes of subsection (1), grounds upon which the Registrar may forma reasonable belief that a limited liability partnership is not carrying on business may include—
(a) where a limited liability partnership has failed to file annual returns for a period of five years or more; or
(b) where a limited liability partnership has failed to comply with the requirement to lodge a copy of the register of beneficial ownership after being issued with a directive under section 31B.
(3) The Cabinet Secretary may provide in regulations, grounds upon which a limited liability partnership may be considered not to be carrying on business for the purpose of this section.
(4) A limited liability partnership shall respond within one month of the date of the communication from the Registrar under subsection (1).
(5) Where the Registrar does not receive any response as required under subsection (4), the Registrar shall notify the limited liability partnership that—
(i) no response has been received; and
(ii) if no response is received within one month after the date of notification under this subsection, the limited liability partnership shall be struck off.
(6) Where the Registrar receives a response continuing that the limited liability partnership is not carrying on business or is not in operation, the Registrar shall direct the limited liability partnership to make an application for strike off.
(7) Where the Registrar does not receive a response on application under subsection (6) within one month, the Registrar may, by notice in the Kenya Gazette notify the limited liability partnership that, at the end of a period of three months from the date of the notice, the name of the stated limited liability partnership shall, unless cause is shown to the contrary, be struck off from the Register and the limited liability partnership shall be dissolved.
(8) Upon expiry of the period specified in the notice sent under subsection (5),the Registrar may, unless cause to the contrary, strike off the name of the limited liability partnership from the register.
(9) After striking off under this section, the Registrar shall publish in the Kenya Gazette a notice indicating that the name of the limited liability partnership has been struck off from the Register.
(10) On publication of the notice under subsection (9), the limited liability partnership shall be dissolved.
(11) Despite subsection (10)—
(a) any liability incurred by a manager or partner of the limited liability partnership continues to accrue to that manager or partner and may be enforced as if the limited liability partnership had not been dissolved; and
(b) nothing in this section shall affect the power of the Court to liquidate a limited liability partnership which is struck off under this section.

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

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