A company may apply to convert to a limited liability partnership if it has no security interest over the company’s assets subsisting at the time of the application and the company is a private company in which the partners of the proposed limited liability partnership comprise all the shareholders of the company and no one else.
The Limited Liability Partnership (Registration) Rules, 2012 provides for the procedure to be followed and the documents to be lodged with the Registrar in the conversion of a Limited Company to Limited Liability Partnership.
This application is lodged in Form LLP 7 the Statement of Particulars (Conversion from Private Company to Limited Liability Partnership) set out in the First Schedule of the Limited Liability Partnership (Registration) Rules, 2012.
The Statement is to be accompanied by—
- The certified copy of the certificate of incorporation of the company;
- An official list of shareholders from the Registrar of companies.
- A copy of the Personal Identification Number certificate of each partner and manager;
- A copy of the identity card or passport of each partner and manager; and
- One passport size photograph of each partner and manager.
The prescribed fee for lodging this application is Kshs. 25,000 and the Registrar is to issue a Certificate of Registration of Conversion to a Limited Liability Partnership in Form LLP 8 to the applicant once satisfied all the requirements are met within 2 days.
Effect of Registration
On the registration of the company all movable and immovable property vested in the company, all assets, interests, rights, privileges and obligations relating to the company and the whole of the undertaking of the company vest in the limited liability partnership without further and the company is taken to be dissolved and shall be removed from the register of companies kept under the Companies Act (Cap. 486).
Registration in relation to property of converted company
If any property is registered with a public authority, the limited liability partnership is to notify the authority to notify of the conversion and provide it with such details of the conversion as it may reasonably require as soon as practicable after its registration.
Pending Proceedings Involving Converted Company
Any proceedings by or against the company that were pending immediately before its registration as a limited liability partnership may be continued, completed and enforced by or against the partnership.
Continuance of Conviction, Ruling, Order or Judgment made in respect of Converted Company
Any conviction, ruling, order or judgment in favour of or against a company registered as a limited liability partnership may be enforced by or against the limited liability partnership.
Existing agreements of converted companies
Any agreement to which the company was a party to immediately before its registration as a limited liability partnership has effect as from that registration as if the partnership was a party to an agreement instead of the company; and for any reference to the company, there were substituted in respect of anything to be done on or after the date of registration a reference to the partnership.
REFERENCES
Limited Liability Partnership (Registration) Rules
Limited Liability Partnership Act, 2011
