Registration of Limited Liability Partnerships in Kenya

Registration of Limited Liability Partnerships in Kenya

Limited Liability Partnerships (LLPs) are a unique form of business structure that blends the characteristics of companies and partnerships. They offer flexibility, simplicity in registration, and benefits such as limited liability protection for partners.

In Kenya, LLPs are governed by the Limited Liability Partnerships Act, 2011. This legal framework allows LLPs to enjoy features similar to limited liability companies, such as holding property in their name and shielding partners from personal liability for the partnership’s debts. However, LLPs have fewer registration requirements compared to companies, which need documents like Memorandums and Articles of Association.

Key Features of LLPs in Kenya

1. Inclusion of Corporate Entities as Partners
   LLPs can include both individuals and corporate entities as partners, unlike general partnerships.
2. Appointment of a Manager
   An LLP must appoint a manager responsible for managing the business’s affairs and ensuring compliance with legal requirements.

Requirements for Registering an LLP in Kenya

To register an LLP, the following details and documents are required:

1. Proposed Business Name
   • A list of names for name search and approval.
2. Nature of Business
   • Description of business activities.
   • For professional services, attach a valid practicing certificate issued by the relevant body.
3. Business Physical Address
   • Include the road, plot number, town, and county.
4. Partners’ Details
   • Full names (for individuals or corporate entities).
   • Place and date of incorporation (if a corporate entity).
   • Nationality, age, gender, usual place of residence.
   • Copies of ID/passport, PIN certificate, and two passport-sized photos for each partner.
5. Manager’s Details
   • Full name, nationality, postal address, ID/passport number.
   • Signed consent to act as the manager.

Procedure for Registering an LLP

1. Name Search and Reservation
   • Conduct a name search to confirm availability.
   • Submit a name reservation application along with the prescribed fee.
2. Filing Registration Documents
   • Complete Form LLP1 (Statement of Particulars) with details of the partners and manager.
   • Submit the form to the Registrar of Companies, accompanied by the required documents and fees.
3. Issuance of Certificate of Registration
   • Upon approval, the Registrar issues a Certificate of Registration, officially establishing the LLP.
4. Partnership Deed– While optional, a partnership deed is necessary for the operations of an LLP.

Registration of Limited Liability Partnerships in Kenya