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 as follows:
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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).
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.