Partnership is normally registered as a business under the Registration of Business Names Act, Cap 499 Laws of Kenya and the Partnership Act, 2012. The Partnership Deed does not accompany the registration process. It is merely a contract between the partners themselves. The registration is carried out in the following five steps:
Let us help you register a partnership
1. Identify the Name
This is the name with which the business is to be registered.
2. Application to Have the Name Reserved
The reservation is effective for a period of 30 days. Under Section 65 of the Partnership Act, 2012, the name of a Limited Partnership:
- Must have the word “Limited Partnership”; or abbreviation “lp” or “LP” appearing at the end of its name;
- Cannot be registered in a name which is same as a name appearing in the index kept under the Companies Act, 2015; or if the use of which would in the opinion of the Registrar constitute an offence; or if, in the opinion of the Registrar, it is offensive.
Once the name is reserved, a party must make an application for registration.
3. Application for Registration
Section 68 of the Partnerships Act, 2012 states that a person who wishes to register a partnership must deliver to the Registrar an application for registration together with a ‘statement of particulars’ specifying the:
- Name under which the limited partnership is to be registered;
- Names and addresses of the proposed general partners (between 2 and 20);
- Name of each proposed limited partner and the amount of capital contribution made by the partner to the partnership;
- Location and address of the proposed registered office;
- nature of the business;
- proposed date of commencement;
- if the application relates to an existing general partnership, the date of its formation.
The ‘statement’ must be signed by the proposed general partner(s).
Let us help you draft a partnership agreement
4. Application for Registration
Section 69 of the Partnerships Act, 2012 states that on receiving an application for the registration of a limited partnership, the Registrar shall, if satisfied that Section 65 has been complied with, register it as a Limited Liability Partnership and issue it with a Registration Certificate which shall indicate the name of the Limited Partnership as specified in the application for registration, fact of its registration as a Limited Partnership and date of registration, and shall be signed by the Registrar.
5. Registration Certificate as Evidence
Section 73 of the Partnerships Act, 2012 states that Registration Certificate of a partnership is conclusive evidence that registration requirements and other matters precedent and incidental to it are complied with, the partnership was registered as a Limited Partnership on the date stated in the certificate and its partnership name is as specified in the certificate.
A copy of an original document or of part of such a document sent to the Registrar shall, if purporting to be certified by the Registrar, be admissible in a legal proceeding as evidence of the contents of that document or part of the document.