HOW TO REGISTER A LIMITED LIABILITY PARTNERSHIP

Requirements for Registering Limited Liability Partnerships

In order for an entity to be registered as a limited liability partnership under the Limited Liability Partnership Act, 2011 a statement of particulars is to be lodged with the Registrar.

The statement of particulars is to be signed by each person who proposes to be a partner of the proposed limited liability partnership and contains the following information—

1. The name of that partnership.
2. The general nature of the proposed business of that partnership.
3. The proposed registered office of that partnership.
4. The name, identity document if any, nationality, and usual place of residence of each person who will be a partner of the partnership.
5. Where any of the persons referred above is a body corporate the body’s corporate name; the body’s place of incorporation or registration; the body’s registration number if any; and the registered office of the body to which all communications may be addressed; 
6. The name, identity document if any, nationality and the usual place of residence of each person who is to be a manager of the partnership and if any such person is a body corporate the corporate name, place of incorporation or registration number if any of the body; and the registered office of the body to which all communications may be addressed

The statement of particulars is to be in a Form LLP 1, Statement of Particulars and the prescribed fee is Kshs. 25000.

The following documents are to be attached to the statement of particulars – 

1. A copy of the Personal ldentification Number certificate of each partner and manager.
2. A copy of the identity card or passport of each partner and manager.
3. One passport size photograph of each partner and manager.

Where a partner or manager of an entity sought to be registered as a Limited Liability Partnership is a body corporate other than a foreign company, the applicant for registration is to include with the application a copy of the body’s certificate of incorporation certified by a notary public; by a commissioner of oaths; by a magistrate; or by the Registrar.

Where a partner or manager of an entity sought to be registered as a Limited Liability Partnership is a foreign company, the applicant for registration is to include with the application a copy of the company’s certificate of incorporation certified- by a notary public authorized to act as such in the country or territory of the company’s incorporation; or by the person holding the office in that country or territory corresponding to that of Registrar of Companies in Kenya.

A certificate of registration thereafter issued by the Registrar in Form LLP 2, the Certificate of Registration of a Limited Liability Partnership set out in the First Schedule to the Limited Liability Partnership Regulations, 2014.

Functions of Registrar with Respect to the Registration of Limited Liability Partnerships

The Registrar is to register the statement of particulars and issue a certificate of registration to the persons who lodged the statement as soon as practicable after receiving the statement lodged.

The Certificate of Registration is conclusive evidence that the requirements of the Limited Liability Partnership Act, 2011 have been complied with; and the limited liability partnership is registered by the name specified in the certificate.

Registrar to Refuse Registration on Certain National Security or Public Interest Grounds

The Registrar is to refuse to register an entity as a limited liability partnership if satisfied that the entity is likely to be operated for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Kenya; or it would be contrary to the national security or public interest for the entity to be so registered. 

Requirements for Names of Limited Liability Partnerships

The name of a limited liability partnership is to end with the expression “limited liability partnership”; or the abbreviation “llp” or “LLP”. 

Restrictions on Registration of Limited Liability Partnership Names

The Registrar is to 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—

1.  The name is the same as or is a translation of the name of a Limited Liability Partnership that is already registered.
2. The name has a close phonetic resemblance to the name of a Limited Liability Partnership that is already registered.
3.  The name includes “co-operative”, “society” or “trade union” or any variant or synonym of those words.
4. The name suggests an association with, or the patronage of, the State or any of its agencies, unless there are circumstances that justify its use.
5. The name suggests an association with, or the patronage of, a foreign government or an embassy, high commission or consulate representing such a government in Kenya.
6.  The name suggests an association with, or the patronage of, a county government.
7. The name comprises an acronym that will render its use vague.
8.  The name differs from the name of a Limited Liability Partnership that is already registered only by the addition of the name of a place, locality or region within Kenya.
9.  The name includes the name of a registered trade mark unless a document signed by the owner of the trade mark and indicating consent to its use is provided. 
10. The name is identical to, or closely resembles, that of a name that has been reserved by the Registrar for use in connection with a proposed Limited Liability Partnership.
11.  The name is identical to or closely resembles, the name of a company or Limited Liability Partnership that has been dissolved, or has been struck off the Register of Companies or Register of Limited Liability Partnerships, or the entry of a business in the register of business names kept under the Registration of Business Names Act has been cancelled.
12. The name is such that there is reasonable possibility that it could offend members of a particular community or group. 
13. The  name includes the words “company secretary’ , “chartered accountant”, “advocates” “medical practice” or other words that suggest that the business of a profession regulated by law is being carried on, unless a document executed by the body responsible for regulating the relevant profession and approving the use of the name is provided.

REFERENCES

Limited Liability Partnership Act, 2011

The Limited Liability Partnership Regulations, 2014

REFERENCES

Limited Liability Partnership Act, 2011

The Limited Liability Partnership Regulations, 2014