How to register a Limited Liability Partnership in Kenya – A limited liability partnership combines elements of a partnership and that of a company.
The limit of each LLP partner’s liability is agreed between the members and usually stated in a partnership agreement thus the liability of an LLP is limited to what the partners invest and any personal guarantees put in place. Beyond this, the members’ assets and finances are protected.
When it is registered, it becomes a corporate, legal, entity separate from its members and may own property in its own name. It is also effective from a tax perspective as the partnership income is taxed on the individual income of each partner and thus not subject to Company Tax.
LLPs are easier to register as compared to a limited company because the formalities in the process are considered less such as no need of a memorandum of association and unlike general partnerships, they allow for the inclusion of body corporate as partners. Another feature of the LLP is the requirement that a manager is appointed.
They are registered under the limited liability partnerships Act of 2011.
Requirements to register a Limited Liability Partnership in Kenya:
- Three preferred names for the name search and reservation.
- Name of the activities the business shall undertake.
- If it is a partnership; the name of the partners in full and if it is a corporation, both the name and copies of certificates of incorporation.
- Postal address for the LLP.
- The proposed physical address of the partnership i.e. the name of the road, plot number, town, county, etc.
- Copies of National ID or passport of the partners.
- Passport photos of the partners
- Copies of the PIN certificate of the partners.
- Names of the manager.
- National ID/ Passport number of manager.
- Postal address of the manager
- Consent to act as the manager.
Simple steps to register a Limited Liability Partnership in Kenya:
- A name search is conducted to find out if the proposed names are available. If the name is available, then the name is reserved pending registration of the limited liability partnership which is done with the prescribed fee.
- Application for registration is done where the statement of particulars (form LLP1) is filled with the relevant information and signed by the partners and the manager and eventually lodged with the Registrar.
- The Certificate of registration is then processed and issued to the partners.
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