Kenya Act or statute

Parliament of Kenya

Partnerships Act

Jurisdiction: Kenya
Structure: 77 provisions
Citation: Cap. 29
Dates: As at 31 Dec 2022

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Dates: As at 31 Dec 2022

Source attribution: Source: Kenya Law

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Purpose and legislative effect

“This Act may be cited as the Partnerships Act.”

This Act may be cited as the Partnerships Act. Provides interpretation/definitions for addresses and related partnership/company terms (addresses for individuals, registered office for companies/limited partnerships, principal place of business for non-limited partnerships). A limited liability partnership is excluded from the scope of this Act. Each partner in a partnership has unlimited liability; subsection (2) distinguishes general partners with unlimited liability and registered limited partners with limited liability. A partnership agreement may be varied before the partnership is formed if all proposed partners agree.

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PRELIMINARY - 1. Short title.

This Act may be cited as the Partnerships Act.

Section 1

GENERAL PARTNERSHIPS - 23. Secondary nature of partner’s liability.

If there has been a judgment, order or arbitral award against the partnership in the same or earlier proceedings establishing the amount of the partnership obligation.

Section 23

GENERAL PARTNERSHIPS - 42. Dissolution of partnership which has broken up.

Dissolution of partnership which has broken up.

Section 42

LIMITED PARTNERSHIPS - 58. Role of limited partner to be restricted.

Limited partners must not take part in the management of the partnership business.

Section 58

MISCELLANEOUS PROVISIONS - 78. Transitional provisions.

An existing partnership registered under the now-repealed Partnership’s Act and in existence at the commencement of this Act is deemed to be a partnership under this Act.

Section 78

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Showing 77 of 77 provisions

Provision 66Offence 6Interpretation 2Short title

Part I

PRELIMINARY

§ 1PRELIMINARY - 1. Short title.Short title

This Act may be cited as the Partnerships Act.

Section 1. Short title. Section This Act may be cited as the Partnerships Act.

Section 1Verify source

§ 2PRELIMINARY - 2. Interpretation.Interpretation

Provides interpretation/definitions for addresses and related partnership/company terms (addresses for individuals, registered office for companies/limited partnerships, principal place of business for non-limited partnerships).

Section 2. Interpretation. Section 2(1)(a) for an individual, the usual residential and postal address of that individual; Section 2(1)(b) for a company or a limited partnership, means the registered office of the company or limited partnership; and Section 2(1)(c) for a partnership which is not a limited partnership, the principal place of business of the partnership; Section 2(1)(a) constituted under the law of a country other than Kenya; and Section 2(1)(b) in which one or more of the partners has limited liability in respect of a partnership obligation; Section 2(1)(a) a business letter; Section 2(1)(b) a written order for goods or services to be supplied to the partnership; Section 2(1)(c) an invoice or receipt issued in the course of the partnership business; or Section 2(1)(d) a written demand for payment of a debt arising in the course of the partnership business; Section 2(1)(a) a partnership debt; or Section 2(1)(b) any partnership liability; Section 2(1)(a) on the expiry of a specified period; or Section 2(1)(b) on the completion of a venture that the partnership was formed to undertake; Section 2(1)(a) a person who ceases to be a partner on or after the break up; Section 2(1)(b) in the case of a deceased partner, the partner’s personal representative; Section 2(1)(c) if a person ceases to be a partner by virtue of his bankruptcy, the insolvency practitioner appointed in relation to the partner; Section 2(1)(a) a sum or sums of money; or Section 2(1)(b) property which has an agreed capital value; Section 2(2) In this Act, any reference to an agreement or to the terms of an agreement includes a reference to an agreement or to terms established by conduct.

Section 2Verify source

§ 3PRELIMINARY - 3. Bodies excluded from scope of this Act.Provision

A limited liability partnership is excluded from the scope of this Act.

Section 3. Bodies excluded from scope of this Act. Section a limited liability partnership;

Section 3Verify source

§ 4PRELIMINARY - 4. Liability of partners.Provision

Each partner in a partnership has unlimited liability; subsection (2) distinguishes general partners with unlimited liability and registered limited partners with limited liability.

Section 4. Liability of partners. Section 4(1) Each partner in a partnership has unlimited liability. Section 4(2)(a) one or more general partners, each with unlimited liability; and Section 4(2)(b) one or more registered limited partners, each with limited liability.

Section 4Verify source

§ 5PRELIMINARY - 5. Variation of partnership agreement.Provision

A partnership agreement may be varied before the partnership is formed if all proposed partners agree.

Section 5. Variation of partnership agreement. Section before the formation of the partnership, with the agreement of all proposed partners; or

Section 5Verify source

§ 6PRELIMINARY - 6. When default rule applies.Provision

Where a default rule applies in relation to a partnership, it shall be treated as a term of the partnership agreement.

Section 6. When default rule applies. Section 6(1) Where a default rule applies in relation to a partnership, it shall be treated as a term of the partnership agreement. Section 6(2)(a) in accordance with the terms of the partnership agreement; or Section 6(2)(b) with the agreement of all the partners.

Section 6Verify source

Part II

GENERAL PARTNERSHIPS

§ 10GENERAL PARTNERSHIPS - 10. Duty of good faith.Provision

A partner must act with good faith: keep other partners informed and account to the partnership for certain profits or benefits, including profits from competing businesses carried on without consent.

Section 10. Duty of good faith. Section 10(1)(a) the partnership; and Section 10(1)(b) the other partners in the partnership, Section 10(2)(a) keep each of the other partners or their legal representatives informed of all matters affecting the partnership; Section 10(2)(b) account to the partnership for any profits or benefits derived by the partner without the consent of the other partners, from any business of the partnership or the use by the partner of the property of the partnership, the name of the partnership or business connection; and Section 10(2)(c) account to the partnership for any profits derived by the partner from a business carried on by the partner without the consent of the other partners, which competes with and is of the same nature as the partnership business. Section 10(3) The mutual rights and duties of the partners, and the mutual rights and duties of the partnership and the partners, whether arising under this Act or the partnership agreement, are subject to the duty imposed on a partner by subsection (1). Section 10(4) This section applies to all transactions undertaken by a partner after a partnership has broken up and before the affairs of the partnership have been dissolved or wound up under the provisions of this Act.

Section 10Verify source

§ 11GENERAL PARTNERSHIPS - 11. Duty of disclosure on forming or joining a partnership.Provision

Before forming or joining a partnership, persons and partners must disclose to prospective or existing partners any known information that would reasonably influence the other's decision; that duty can be waived by agreement.

Section 11. Duty of disclosure on forming or joining a partnership. Section 11(1) A person shall, before forming a partnership, disclose to a prospective partner anything known to the person which would reasonably be expected to influence the decision of the prospective partner to form the partnership. Section 11(2) An existing partner in a partnership shall, before admitting a prospective partner into the partnership, disclose anything known to the partner which would reasonably be expected to influence the decision of a prospective partner to join the partnership. Section 11(3) A prospective partner shall, before entering into a partnership disclose anything known to the partner which would reasonably be expected to influence the decision of the existing partners in a partnership to admit the partner into the partnership. Section 11(4) The duty of a partner under this section may be waived in whole or in part by agreement between the prospective partners, or between the prospective partner and the existing partners.

Section 11Verify source

§ 12GENERAL PARTNERSHIPS - 12. Share of profits and losses.Provision

Partners share equally in profits and must contribute equally to losses; a person is not entitled to profits or liable for losses incurred before becoming a partner; the estate of a deceased partner is liable for partnership debts incurred after they became partner.

Section 12. Share of profits and losses. Section 12(1) A partner is entitled to share equally in the profits of the partnership and is liable to contribute equally towards the losses incurred by the partnership in equal proportions. Section 12(2) A partner is not entitled to a share in the profits of the partnership, and is not liable to contribute to any losses incurred by the partnership, before he became a partner. Section 12(3) The estate of a partner who dies is liable for debts and obligations incurred by the partnership after becoming partner.

Section 12Verify source

§ 13GENERAL PARTNERSHIPS - 13. Remuneration, expenses, personal liabilities.Provision

Partners may not receive remuneration from the partnership for acting in the partnership business; partners may be indemnified in certain cases and, if the partnership fails to indemnify or pay amounts due, the partner is entitled to contribution from other partners.

Section 13. Remuneration, expenses, personal liabilities. Section 13(1) A partner is not entitled to remuneration from the partnership for acting in the business of the partnership. Section 13(2)(a) in the ordinary and proper conduct of the partnership business, or in connection with anything done for the preservation of the partnership business or property; or Section 13(2)(b) to discharge the whole or a part of the partner’s personal liability for a partnership obligation. Section 13(3) An indemnity under subsection (2) shall not affect any claim, which the partnership or another partner may have against the partner. Section 13(4) Where the partnership fails to indemnify a partner under subsection (2), the partner shall be entitled to contribution from any partner in the partnership on the same basis as if the amount unpaid were a debt for which each of the partners was a co-guarantor in the same proportion as they would be liable to bear any partnership loss. Section 13(5) Where a partnership fails to pay a partner any other amount for which it is liable to account to the partner under section 10 (2), the partner shall be entitled to contributions from the other partners in the same proportions as if the amount were a partnership loss.

Section 13Verify source

§ 14GENERAL PARTNERSHIPS - 14. Capital contribution by partner.Provision

Sets rules on partners' capital contributions: contribution and variation of contribution, no interest on capital contributions, and entitlement to interest on advances beyond capital at three percent per annum subject to conditions.

Section 14. Capital contribution by partner. Section 14(1)(a) contribute capital to the partnership; or Section 14(1)(b) vary the amount of the partner’s capital contribution to the partnership, where all partners in the partnership agree. Section 14(2) A partner who contributes to the capital of a partnership is not entitled to interest on the contribution. Section 14(3) A partner who makes an advance to a partnership of an amount beyond his contribution to the capital of the partnership is entitled to receive interest from the partnership at the rate of three percent per annum with effect from the date of the advance where prevailing economic circumstances permit.

Section 14Verify source

§ 15GENERAL PARTNERSHIPS - 15. Management of partnership business and affairs.Provision

Partners have rights to participate in management; ordinary matters are decided by majority vote, other matters require unanimous decision; questions about legal or arbitral proceedings are ordinary matters; partners cannot agree to vary these rules.

Section 15. Management of partnership business and affairs. Section 15(1) A partner is entitled to participate part in the management of the business of the partnership. Section 15(2) Differences arising out of an ordinary matter connected with the business of the partnership shall be decided by the vote of a majority of the partners. Section 15(3) Differences arising out of other matters connected with the business of the partnership shall be decided by the unanimous decision of all the partners. Section 15(4) The question on whether a partnership should take legal or arbitral proceedings against, or defend proceedings brought by a person is an ordinary matter. Section 15(5) The partners may not, by an agreement whether orally or in writing, vary the provisions of subsections (2), (3) or (4).

Section 15Verify source

§ 16GENERAL PARTNERSHIPS - 16. Accounting and partnership records.Provision

A partner must co-operate with the person responsible for keeping the partnership's records or drawing up its accounts on behalf of the partnership.

Section 16. Accounting and partnership records. Section 16(1)(a) accounting records of transactions affecting the partnership in which he is involved are properly kept; and Section 16(1)(b) the records are, on request, made available to the partnership or to any partner. Section 16(2) A partner shall have the duty to co-operate with the person responsible for keeping records of the partnership or drawing up the accounts of the partnership on behalf of the partnership.

Section 16Verify source

§ 17GENERAL PARTNERSHIPS - 17. Partnership bound by acts of partners carrying on business in usual manner.Provision

A partnership is legally bound by acts done by a partner carrying on the partnership business.

Section 17. Partnership bound by acts of partners carrying on business in usual manner. Section 17(1) A partnership is bound by an act done by a partner who is carrying on the business of the partnership. Section 17(2)(a) the partner has no authority to act on behalf of the partnership; and Section 17(2)(b) has notice that the partner does not have authority to act on behalf of the partnership; or Section 17(2)(b)(i) has notice that the partner does not have authority to act on behalf of the partnership; or Section 17(2)(b)(ii) does not know that the partner is a partner in the partnership or does not believe that the partner is a partner in the partnership.

Section 17Verify source

§ 18GENERAL PARTNERSHIPS - 18. Rules for identifying partnership property.Provision

Property acquired on behalf of the partnership, or contributed as capital, is partnership property.

Section 18. Rules for identifying partnership property. Section 18(1) All rights and interest in the property acquired on behalf of the partnership or for the purpose and in the course of business of the partnership, and acquired on behalf of the partnership, is partnership property. Section 18(2)(a) acquired on behalf of the partnership; or Section 18(2)(b) contributed to the partnership as capital, is held in trust for the partnership by the partner who acquired the property or contributed the capital.

Section 18Verify source

§ 19GENERAL PARTNERSHIPS - 19. Land acquired out of partnership profits.Provision

Land acquired from partnership profits is co-owned by the partners in the same manner as the original land was co-owned at the date of acquisition.

Section 19. Land acquired out of partnership profits. Section is co-owned by the partners in the same manner as the original land was co-owned by them at the date of the acquisition; and

Section 19Verify source

§ 20GENERAL PARTNERSHIPS - 20. Execution of deeds.Provision

Sets rules for when a document (deed) is treated as executed or delivered for a general partnership: execution by at least two partners with authority, execution expressed to be on behalf of the partnership, delivery as a deed, execution by the general partner with authority, presumptions about delivery when executed under those rules, and rules for signing when a partner is not a natural person.

Section 20. Execution of deeds. Section 20(1)(a) executed by at least two partners, each with the authority of all the partners to execute on behalf of the partnership; Section 20(1)(b) expressed to be executed on behalf of the partnership; and Section 20(1)(c) delivered as a deed. Section 20(2)(i) the document is executed by the general partner; and Section 20(2)(ii) that partner has authority to execute the document on behalf of the partnership. Section 20(3) A document shall be presumed to be delivered for the purposes of subsection (1)(c) upon its being executed in accordance with subsection (2), unless a contrary intention is shown. Section 20(4)(a) a partnership is being wound up under section 42 ; and Section 20(4)(b) there is only one partner remaining in the partnership, Section 20(5) In the case of a partner who is not a natural person, a document is signed by a partner for the purposes of this section if it is signed by an individual who has authority to sign on behalf of the partner. Section 20(6)(a) as a partner; or Section 20(6)(b) as an individual who has authority to sign on behalf of a partner who not a natural person, is considered to have been signed in accordance with subsection (2)(a).

Section 20Verify source

§ 21GENERAL PARTNERSHIPS - 21. Liability of partnership for loss or injury caused by partner.Provision

The partnership may be liable for loss or injury caused by a partner acting in the ordinary course of the partnership's business.

Section 21. Liability of partnership for loss or injury caused by partner. Section acting in the ordinary course of the business of the partnership; or

Section 21Verify source

§ 22GENERAL PARTNERSHIPS - 22. Unlimited liability of partners.Provision

Partners who pay amounts to discharge their personal liability reduce the partnership's obligation by the amount they paid; partners are not liable under subsection (1) for obligations to co‑partners or former partners if a relevant agreement provides otherwise.

Section 22. Unlimited liability of partners. Section 22(1)(a) a judgment, order or arbitral award has been made against the partnership in the same or earlier proceedings, establishing the amount of the partnership obligation; or Section 22(1)(b) the Court has ordered the partnership to make payment in respect of the partnership obligation. Section 22(2) A partner is not liable under subsection (1) for a partnership obligation owed to a co-partner or former partner if the partnership agreement or any other agreement to which the partner and co-partner or former partner are parties provides otherwise. Section 22(3) Subsection (1) shall not affect the liability of the partnership for the partnership obligation. Section 22(4) If a partner pays an amount to discharge the whole or a part of his personal liability for a partnership obligation, the partnership obligation is discharged to the extent of the amount paid by the partner. Section 22(5)(a) discharged in whole or in part; or Section 22(5)(b) otherwise reduced or extinguished; Section 22(6)(a) a breach of a duty in tort; Section 22(6)(b) a breach of trust; or Section 22(6)(c) a breach of a fiduciary duty,

Section 22Verify source

§ 23GENERAL PARTNERSHIPS - 23. Secondary nature of partner’s liability.Provision

If there has been a judgment, order or arbitral award against the partnership in the same or earlier proceedings establishing the amount of the partnership obligation.

Section 23. Secondary nature of partner’s liability. Section there has been a judgment, order or arbitral award against the partnership in the same or earlier proceedings, establishing the amount of the partnership obligation; or

Section 23Verify source

§ 24GENERAL PARTNERSHIPS - 24. Chief Justice may make rules on partner’s secondary liability.Provision

Chief Justice may make rules on partners' secondary liability; a judgment against a partnership is not enforceable against a partner's property; limitation periods for partner liability are set out in the Second Schedule; "related proceedings" is defined.

Section 24. Chief Justice may make rules on partner’s secondary liability. Section 24(1)(a) preventing a partner from defending; or Section 24(1)(b) restricting the extent to which, or the way in which, a partner may defend, Section 24(2) A judgment, order or arbitral award against a partnership in respect of a partnership obligation is not enforceable against the property of the partner. Section 24(3) The periods of limitation and prescription applicable to the personal liability of a partner for partnership obligations shall be those set out in the Second Schedule. Section 24(4) In this section, "related proceedings" means earlier proceedings in which a judgment or order has been made against the partnership establishing the existence or amount of the partnership obligation.

Section 24Verify source

§ 25GENERAL PARTNERSHIPS - 25. Non-partners who are liable by "holding out".Provision

Persons who represent or allow a partnership to be represented as a partner, and persons who were partners when such a representation was made, can be held personally liable; former partners are entitled to indemnity by the partnership for payments to discharge such liability.

Section 25. Non-partners who are liable by "holding out". Section 25(1)(a) represents the partnership as a partner; or Section 25(1)(b) knowingly allows the partnership to be represented as a partner, Section 25(2) A person who was a partner at the time a representation was made is liable under subsection (1) even if the representation was not acted on until after the person ceased to be a partner. Section 25(3)(a) even if the former partner does not know that the representation has been made or communicated to a person; and Section 25(3)(b) whether the representation is made or communicated in writing, by conduct or otherwise. Section 25(4) A former partner shall be entitled to be indemnified by the partnership in respect of a payment made by the partner to discharge the whole or a part of personal liability under subsection (1) for a partnership obligation or in reasonable settlement of an alleged personal liability under subsection (1). Section 25(5) An indemnity under subsection (4) shall not affect any claim which the partnership or a partner may have against a former partner. Section 25(6) This section shall apply subject to section 33 .

Section 25Verify source

§ 26GENERAL PARTNERSHIPS - 26. Admission of new partners.Provision

A person may become a partner in an existing partnership only with the consent of all existing partners.

Section 26. Admission of new partners. Section 26(1) A person may become a partner in an existing partnership with the consent of all existing partners. Section 26(2) The consent referred to in subsection (1) may either be express in writing or inferred from the conduct of the existing partners, and in particular, from the fact that the person who is admitted as a partner starts to carry on the business of the partnership together with the existing partners with the object of making a profit.

Section 26Verify source

§ 27GENERAL PARTNERSHIPS - 27. Ceasing to be a partner.Provision

Ceasing to be a partner: the person dies.

Section 27. Ceasing to be a partner. Section the person dies;

Section 27Verify source

§ 28GENERAL PARTNERSHIPS - 28. Resignation of a partner.Provision

A partner can resign only if they give the other partners at least three months' notice before the resignation takes effect.

Section 28. Resignation of a partner. Section 28(1) A partner may resign from a partnership only by giving to the other partners notice of intention to do so not less than three months before the resignation is to take effect. Section 28(2)(a) a partnership comprises three or more partners; and Section 28(2)(b) one partner gives a resignation notice under subsection (1),

Section 28Verify source

§ 29GENERAL PARTNERSHIPS - 29. Power to expel partner.Provision

Partners may expel a partner if an order under section 44 is made against that partner or the partner’s shares are attached for a non-partnership debt; partners may only expel after issuing the partner at least three months' notice.

Section 29. Power to expel partner. Section 29(1)(a) an order is made against the partner under section 44 ; or Section 29(1)(b) the whole or a part of the partner’s shares in the partnership is subject to an attachment in execution in respect of a debt which is not a partnership debt. Section 29(2) The partners in a partnership may only expel a partner under subsection (1) if they issue the partner with a notice of not less than three months of their intention to do so. Section 29(3)(a) the order referred to in section 44 is revoked; or Section 29(3)(b) the attachment referred to in subsection (1)(b) is recalled or withdrawn or otherwise ceases to have effect.

Section 29Verify source

§ 30GENERAL PARTNERSHIPS - 30. Realization of shares of former partner (other than on winding up).Provision

Realization of shares of former partner (other than on winding up).

Section 30. Realization of shares of former partner (other than on winding up). Section the partnership had broken up;

Section 30Verify source

§ 31GENERAL PARTNERSHIPS - 31. Liability of former partner for obligations incurred while a partner.Provision

A person who stops being a partner remains personally liable under section 22(1) for partnership obligations incurred while a partner; an agreement to discharge that former partner need not be supported by valuable consideration.

Section 31. Liability of former partner for obligations incurred while a partner. Section 31(1) A person who ceases to be a partner does not cease to be personally liable under section 22 (1) for partnership obligations incurred while a partner. Section 31(2) An agreement between a former partner, the partnership and a creditor to discharge the former partner from personal liability for a partnership obligation shall not require valuable consideration.

Section 31Verify source

§ 32GENERAL PARTNERSHIPS - 32. Former partners: indemnity and contribution, and return of property.Provision

A partnership must indemnify a former partner for payments the former partner made to discharge all or part of the partner's personal liability for a partnership obligation.

Section 32. Former partners: indemnity and contribution, and return of property. Section 32(1) A partnership shall indemnify a former partner in respect of payment made by the partner to discharge the whole or part of his personal liability for a partnership obligation. Section 32(2) An indemnity under subsection (1) shall not affect any claim which the partnership or a partner may have against the former partner. Section 32(3)(a) indemnity from any person who was a partner at the time the partner ceased to be a partner and who continued to be a partner after he ceased to be a partner; or Section 32(3)(b) contribution from any person who was also liable for the obligation. Section 32(4) Subsection (3) shall not apply if the former partner ceased to be a partner on or after the break up of the partnership. Section 32(5)(a) the partnership; or Section 32(5)(b) a trustee for the partnership.

Section 32Verify source

§ 33GENERAL PARTNERSHIPS - 33. Restrictions on liability of former partners or employees by "holding out".Interpretation

Limits on liability for former partners or employees arising from being 'held out' as partners; includes a definition that 'partner' can include employees.

Section 33. Restrictions on liability of former partners or employees by "holding out". Section 33(1)(a) the representation is made to the person more than one year before the former partner ceased to be a partner; or Section 33(1)(b) a notice has been issued by the partnership prior to any dealings with the person that the former partner has ceased to be a partner. Section 33(2)(a) continues to be carried on in the same partnership name; or Section 33(2)(b) continues to include the former partner’s in its list of partners after he has ceased to be a partner. Section 33(3) In this section, references to a partner in a partnership include an employee of the partnership.

Section 33Verify source

§ 34GENERAL PARTNERSHIPS - 34. Position of assignee of partner’s share.Provision

An assignee (a person to whom an assigning partner has assigned his share) may replace the assigning partner only with the agreement of all the other partners.

Section 34. Position of assignee of partner’s share. Section 34(1)(a) participate in the management or administration of the partnership business or affairs; or Section 34(1)(b) inspect the partnership records. Section 34(2)(a) a share in the partnership profits if any, to which the assigning partner would be entitled; or Section 34(2)(b) in the case of a dissolution of the partnership, the share of the entitlement of the assigning partner. Section 34(3) A person to whom an assigning partner has assigned his share in the partnership may replace the assigning a partner only with the agreement of all the other partners.

Section 34Verify source

§ 35GENERAL PARTNERSHIPS - 35. Break up of partnership.Provision

Lists the events that cause a partnership to break up, including number of partners falling below two, expiry of a fixed term, court orders (including on application by a partner or the Cabinet Secretary), and rules about continued partnership after term expiration and resignation notices.

Section 35. Break up of partnership. Section 35(1)(a) the number of partners falls below two; Section 35(1)(b) the partnership is for a fixed term and the term expires; Section 35(1)(c) an order to break up the partnership is made by the Court on the application of a partner; Section 35(1)(d) an order is made by a Court under section 51 (1) on the application of the Cabinet Secretary; or Section 35(1)(e) an order is made by a Court under section 51 (2) of this Act. Section 35(2)(a) whose term is not fixed; or Section 35(2)(b) that is for a fixed term and one or more partners has at any time in the course of the partnership, ceased to be partners, Section 35(3) The date at which the partnership breaks up under subsection 2(a) of this section shall be the date on which the partners agree to break up the partnership. Section 35(4) A partner who gives a resignation notice under section 29 shall not be taken to be a partner for the purposes of subsection (2). Section 35(5) If a partnership entered into for a fixed term continues after the expiration of the term without any express new agreement, the rights and duties of a partner shall remain the same as they were at the expiration of the term, so far as is consistent with the incidents of a partnership at will. Section 35(6)(a) from the fact that the partners cease to carry on the partnership business; or Section 35(6)(b) from the fact that the partners continue that business with a view to making a profit.

Section 35Verify source

§ 36GENERAL PARTNERSHIPS - 36. Effects of break up.Provision

Section 36 lists effects that constitute the break up of a partnership, states continuation of certain partner authorities and obligations to conclude unfinished business, allows partners to confer authority by written agreement to continue business, and excludes involuntarily ceased partners from subsection (2).

Section 36. Effects of break up. Section 36(1)(a) the dissolution of the partnership; Section 36(1)(b) the winding up of the partnership by partners under section 40 ; or Section 36(1)(c) the winding up of the partnership by a liquidator. Section 36(2) The authority of a partner to bind the partnership and other rights and obligations of a partner continue notwithstanding the break up of the partnership in so far as may be necessary to dissolve the partnership and to complete transactions begun but unfinished at the time of the break up. Section 36(3) The partners may, by an agreement in writing, confer on one or more of the partners authority to carry on the partnership business for the purposes of subsection (1). Section 36(4) Subsection (2) shall not apply to a person who ceased to be a partner involuntarily.

Section 36Verify source

§ 37GENERAL PARTNERSHIPS - 37. Restriction on ceasing to be a partner on or after break up.Provision

A person who leaves a partnership because the partnership breaks up is still treated as a partner for the limited purpose of winding up the partnership, except where the person ceased to be a partner involuntarily (including death, insolvency, expulsion, or removal under an order made under section 45(1)(a) or (b)).

Section 37. Restriction on ceasing to be a partner on or after break up. Section 37(1) A person who ceases to be a partner on the break up of a partnership is nevertheless to be treated as continuing to be a partner only for purposes of winding up the partnership. Section 37(2) Subsection (1) shall not apply to a person who ceases to be a partner involuntarily. Section 37(3)(a) dies; Section 37(3)(b) is declared insolvent; Section 37(3)(c) is expelled from the partnership; or Section 37(3)(d) is removed under an order made under section 45 (1)(a) or (b).

Section 37Verify source

§ 38GENERAL PARTNERSHIPS - 38. Publicity for departure of partner or break up of partnership.Provision

Section 38 grants specified permission to publish notices and to require necessary consents in relation to a partner's departure or a partnership's break up, and defines "necessary consent".

Section 38. Publicity for departure of partner or break up of partnership. Section 38(1)(a) may publish notice of the fact that he has ceased to be a partner; and Section 38(1)(b) may require the other partners to give any necessary consent. Section 38(2)(a) publish notice of the break up; and Section 38(2)(b) require the partnership or any other partner to give any necessary consents. Section 38(3) In this section, "necessary consent" means the consent to any act which is necessary or proper for the publication of the notice and cannot be done without the agreement of the partnership or partner.

Section 38Verify source

§ 39GENERAL PARTNERSHIPS - 39. Protection for property acquired after break-up.Provision

A person who acquires property after the break-up of a partnership has title that shall not be challenged, subject to the conditions in subsection (3).

Section 39. Protection for property acquired after break-up. Section 39(1)(a) formed on or after the break up of a partnership which has not been dissolved; and Section 39(1)(b) consisting of at least one person who was a partner in the former partnership. Section 39(2) The title to the property acquired by a person and that of any person to whom the property is subsequently transferred shall not be challenged on the ground that the property was in fact partnership property of a former partnership. Section 39(3)(a) acts in good faith; Section 39(3)(b) provides valuable consideration; and Section 39(3)(c) has no notice that the property is partnership property. Section 39(4) For the purposes of this section, the transfer of property to a person includes the grant to the partner of an interest created out of the property.

Section 39Verify source

§ 40GENERAL PARTNERSHIPS - 40. Winding up by partners.Provision

If a partnership breaks up, one or more partners may wind it up under this section; differences about winding up are to be decided by a majority of the partners.

Section 40. Winding up by partners. Section 40(1) A partnership which breaks up may be wound up under this section by one or more partners in the partnership. Section 40(2) Differences arising as to matters connected with the winding up of the partnership shall be decided by a majority of the partners.

Section 40Verify source

§ 41GENERAL PARTNERSHIPS - 41. Distribution of partner’s assets on winding up.Provision

Section 41. Distribution of partner’s assets on winding up. Section 41(1)(a) each partner shall pay into the partnership any amounts which the partner owes to the partnership; Section 41(1)(b) the partnership shall pay all amounts it owes to persons other than partners; Section 41(1)(c) the partnership shall pay to each partner any amount owed to him, but excluding the partner’s contribution towards the capital of the partnership, on which it shall pay to each partner the amount, if any, which it owes to the partner in respect of capital; Section 41(1)(d) the partners shall share among themselves any surplus assets in the same proportion as they would be entitled to share the partnership profits, if any; Section 41(1)(e) if the partnership is unable to meet its obligations under paragraph (b), the partners shall contribute towards the deficiency in the same proportions as they would be liable to share any partnership losses in order to meet a partnership obligation; Section 41(1)(f) if a partnership is unable to pay to each partner the amount contributed by the partner towards the capital of the partnership, it shall transfer to the partners, the remaining assets of the partnership in equal proportion to the capital contributed by the partner. Section 41(2)(a) under subsection (1)(b) and (c) in respect of a partnership obligation for which he is not secondarily liable; Section 41(2)(b) under subsection (1)(c) in respect of a partnership obligation to indemnify another partner under section 12 (3), if the partner would not be liable under this Act to make contribution to that partner in respect of the obligation; or Section 41(2)(c) under subsection (1)(c) in respect of an amount which is owed to another partner and to which this section applies, if the partner would not be liable under that provision to make a contribution to that other partner in respect of the amount. Section 41(3)(a) is not required to contribute an amount under subsection (2); or Section 41(3)(b) is, because of insolvency, unable to contribute an amount required under subsection (1)(b) and (c),

Section 41Verify source

§ 42GENERAL PARTNERSHIPS - 42. Dissolution of partnership which has broken up.Provision

Dissolution of partnership which has broken up.

Section 42. Dissolution of partnership which has broken up.

Section 42Verify source

§ 43GENERAL PARTNERSHIPS - 43. Power of Court to make Order charging partner’s share.Provision

The Court may, on application by a judgment creditor of a partner, order that partner’s interest to be charged to pay the judgment debt and interest; the Court may appoint a receiver and give directions for accounts; other partners may redeem the charged interest or buy the interest if a sale is directed.

Section 43. Power of Court to make Order charging partner’s share. Section 43(1) The Court may, on the application by a judgment creditor of a partner, make an order charging that partner’s interest in the partnership property and profits with payment of the judgement debt and interest thereon. Section 43(2)(a) appoint a receiver of the partner’s share of profits and of any other money which may come to the partner in respect of the partnership; Section 43(2)(b) give such directions for the taking of accounts and inquiries as it could have given if the charge had been made in favour of the judgment creditor by the partner. Section 43(3) The other partners in the partnership may at any time redeem the interest charged, or, where a sale is directed by the Court, purchase the partner’s interest in the share.

Section 43Verify source

§ 44GENERAL PARTNERSHIPS - 44. Power of Court to make order removing partner or breaking up partnership.Provision

Gives the Court the power to order removal of a partner or to break up a partnership.

Section 44. Power of Court to make order removing partner or breaking up partnership. Section 44(1)(a) removing the partner from the partnership; Section 44(1)(b) removing another partner from the partnership; or Section 44(1)(c) breaking up the partnership. Section 44(2)(a) the partner’s capability of performing a partner’s duties in the partnership; Section 44(2)(b) the effect of the partner’s conduct on the partnership business; Section 44(2)(c) any breach, by a partner, of a term of the partnership agreement; Section 44(2)(d) any fraud, misrepresentation or non-disclosure by any partner when the partners enter into a partnership or modify a partnership agreement; Section 44(2)(e) any event that occurs making it unlawful for the partner to remain a partner; Section 44(2)(f) any losses incurred by the partnership and the prospects of carrying on the business partnership profitably; Section 44(2)(g) any other ground the Court considers appropriate.

Section 44Verify source

§ 45GENERAL PARTNERSHIPS - 45. Order to specify date of removal or break up.Provision

An order under section 44 must specify the date a partner ceases to be a partner or the date the partnership broke up (or is expected to break up); the cessation date may be no earlier than the date the applicant became partner.

Section 45. Order to specify date of removal or break up. Section 45(1) An order under section 44 (1)(a) or (b) shall specify the date a partner ceases to be a partner, which may be any date not earlier than the date on which the applicant became partner. Section 45(2) An order under section 44 (1)(c) shall specify the date on which the partnership broke up or is expected to break up.

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§ 46GENERAL PARTNERSHIPS - 46. Combination orders.Provision

An application for an order breaking up a partnership under section 44(1)(c) may include an application for an order under section 50 or 51; and an order under section 44(1)(c) may be combined with an order under section 54 or 55, whether or not it was applied for under subparagraph (1).

Section 46. Combination orders. Section 46(1) An application for an order breaking up a partnership under section 44 (1)(c) may include an application for an order under section 50 or 51 . Section 46(2) An order under section 44 (1)(c) may be combined with an order under section 54 or 55 , whether or not such an order was applied for in accordance with subparagraph (1).

Section 46Verify source

§ 47GENERAL PARTNERSHIPS - 47. Court may give directions.Provision

The Court may give directions concerning a partner’s rights and position.

Section 47. Court may give directions. Section 47(1)(a) directions as to the rights of a specified partner to realise the partner’s share in the partnership; and Section 47(1)(b) in the case of an order under section 51 , a direction restricting the rights conferred on a specified partner by section 42 or the Second Schedule. Section 47(2)(a) in the position they would have been in if the partner had in fact ceased to be a partner on that date; or Section 47(2)(b) so near that position as the Court considers just and equitable.

Section 47Verify source

§ 48GENERAL PARTNERSHIPS - 48. Fraud, misrepresentation or non-disclosure.Provision

Applicants for an order caused by a partner's fraud, misrepresentation or non-disclosure are entitled to be indemnified by the partner at fault; partners not at fault are entitled, when partnership assets are distributed, to be paid amounts owed to them before any amounts are paid to the partner at fault; a partner removed by such an order retains rights to realise their share.

Section 48. Fraud, misrepresentation or non-disclosure. Section 48(1) Sections 50 and 51 shall apply, if the ground on which the Court makes an order under section 50 is that of fraud, misrepresentation or non-disclosure by a partner. Section 48(2) Each applicant for the order is entitled to be indemnified by the partner at fault in respect of any loss suffered by the applicant which is attributable to the fraud, misrepresentation or non-disclosure. Section 48(3) If an order is made under section 51 , each partner not at fault is entitled, when the partnership assets are distributed, to be paid all amounts which the partnership owes to the partner before any amount is paid to the partner at fault. Section 48(4) Subject to section 51 , a partner who ceases to be a partner under an order made under that section retains any rights he would otherwise have had to realise his share in the partnership.

Section 48Verify source

§ 49GENERAL PARTNERSHIPS - 49. Meaning of "non-disclosure".Provision

Defines "non-disclosure".

Section 49. Meaning of "non-disclosure". Section under section 9 (2)(a) or 10 ; or

Section 49Verify source

§ 50GENERAL PARTNERSHIPS - 50. Interim orders.Provision

When an application is made under section 44(1)(a) or (b), the Court may order that the partner sought to be removed be prohibited or limited from taking part in the partnership business pending determination.

Section 50. Interim orders. Section In relation to an application made under section 44 (1)(a) or (b), the Court may make an order prohibiting or limiting the extent to which the partner sought to be removed takes part in the partnership business pending the determination of the application.

Section 50Verify source

§ 51GENERAL PARTNERSHIPS - 51. Order breaking up partnership on application of the Cabinet Secretary.Provision

The Cabinet Secretary may apply to the Court for an order to break up a partnership; the Court may make such an order on terms it considers appropriate.

Section 51. Order breaking up partnership on application of the Cabinet Secretary. Section 51(1) Where it appears to the Cabinet Secretary that a partnership should be broken up, the Cabinet Secretary may apply to the Court for an Order breaking up the partnership. Section 51(2) On an application tinder subsection (1), the Court may make an order for the partnership to be broken up on such terms and conditions as it may consider appropriate. Section 51(3) If the Court fails to specify in the order made under subsection (1) the date on which the partnership breaks up, the date of the breakup shall be the date on which such an order is made.

Section 51Verify source

§ 52GENERAL PARTNERSHIPS - 52. Power of Court to appoint liquidator.Provision

Section 52 identifies (1) three classes of persons named in subsection (1): "a partner", "a person interested in the winding up of the partnership" and "a creditor of the partnership"; and (2) subsection (2) allows the Court to order the liquidator to give security for the proper performance of his duties.

Section 52. Power of Court to appoint liquidator. Section 52(1)(a) a partner; Section 52(1)(b) a person interested in the winding up of the partnership; or Section 52(1)(c) a creditor of the partnership, Section 52(2) If the Court makes an order under subsection (1), it may also make an order requiring the liquidator to give security for the proper performance of his duties under this Act.

Section 52Verify source

§ 53GENERAL PARTNERSHIPS - 53. Order appointing provisional liquidator.Provision

The Court may order the provisional liquidator to give security for proper performance of the liquidator’s duties.

Section 53. Order appointing provisional liquidator. Section 53(1)(a) a partner; Section 53(1)(b) a person interested in the winding up of the partnership; or Section 53(1)(c) a creditor of the partnership, Section 53(2) The Court may make an order requiring the provisional liquidator to give security for the proper performance of the liquidator’s duties under this Act.

Section 53Verify source

§ 54GENERAL PARTNERSHIPS - 54. Order for repayment of premium on premature break up of partnership.Provision

If a person joins a fixed-duration partnership and pays a joining premium, and the partnership breaks up before its term expires, the provision addresses repayment of that premium.

Section 54. Order for repayment of premium on premature break up of partnership. Section 54(1)(a) joins a partnership whose duration is fixed; Section 54(1)(b) pays a joining premium to an existing partner in the partnership; and Section 54(1)(c) the partnership breaks up before its term expires, Section 54(2)(a) the terms of the partnership agreement; Section 54(2)(b) the duration of the partnership; and Section 54(2)(c) the conduct of the applicant during the period in which he was a partner. Section 54(3)(a) becoming a partner when a partnership is formed; or Section 54(3)(b) becoming a partner after its formation.

Section 54Verify source

§ 55GENERAL PARTNERSHIPS - 55. Order for benefit of former partner.Provision

A person with an interest in winding up a partnership may apply for one or more orders listed in subsection (2).

Section 55. Order for benefit of former partner. Section 55(1) A person who is interested in the winding up of a partnership may make an application for one or more orders under subsection (2). Section 55(2)(a) an order requiring accounts to be drawn up to establish the former partner’s rights under section 30 or under the terms of a partnership agreement; Section 55(2)(b) an order requiring interim payments to be made to the former partner in respect of rights; Section 55(2)(c) an order requiring security to be provided in respect of such rights; Section 55(2)(d) an order for the break up of the partnership; or Section 55(2)(e) if the partnership has already broken up, directions as to the manner in which the partnership is to be wound up. Section 55(3)(a) shall specify the date on which the partnership is to break up; and Section 55(3)(b) may provide for the appointment of a liquidator under section 52 or a provisional liquidator under section 53 .

Section 55Verify source

§ 7GENERAL PARTNERSHIPS - 7. The carrying on of partnership business.Provision

Partners must manage partnership business: each partner has responsibility for the partnership business, is an agent for partnership business, and any change in the nature of the partnership business requires agreement of all partners.

Section 7. The carrying on of partnership business. Section 7(1) Each partner in a partnership shall have responsibility for the business of the partnership. Section 7(2)(a) suing and being sued in its own name; Section 7(2)(b) entering into contracts and owning or holding property for the purposes of the business of the partnership; and Section 7(2)(c) subject to the partnership agreement, providing continuity for the partnership business despite a change in the partners. Section 7(3) Each partner shall be an agent of the partnership for the purpose of the business of the partnership. Section 7(4) A change in the nature of the business of a partnership shall require the agreement of all the partners.

Section 7Verify source

§ 8GENERAL PARTNERSHIPS - 8. Partnership to have unlimited capacity.Provision

Partnerships have unlimited capacity as legal persons (subject to section 9), and a partnership must not employ a partner as an employee of the firm.

Section 8. Partnership to have unlimited capacity. Section 8(1) Subject to section 9 , the capacity of a partnership as a legal person is unlimited. Section 8(2) A partnership shall not employ a partner as an employee of the firm.

Section 8Verify source

§ 9GENERAL PARTNERSHIPS - 9. Incapacity to commit offencesOffence

Section 9. Incapacity to commit offences

Section 9Verify source

Part III

LIMITED PARTNERSHIPS

§ 56LIMITED PARTNERSHIPS - 56. What constitutes a limited partnership.Provision

A limited partnership consists of one or more general partners with unlimited liability and one or more limited partners with liability limited to their contribution; general partners are liable for all partnership debts and limited partners are liable only up to their contributed amount at joining.

Section 56. What constitutes a limited partnership. Section 56(1)(a) one or more general partners, each of whom has unlimited liability; and Section 56(1)(b) one or more limited partners, each of whom has limited liability. Section 56(2) A general partner shall he liable for all debts and obligations of the partnership. Section 56(3) A limited partner shall be liable for the debts or obligations of the partnership to the extent of the amount contributed the partnership at the time of joining the partnership.

Section 56Verify source

§ 57LIMITED PARTNERSHIPS - 57. Becoming and ceasing to be a limited partner.Provision

A person becomes a limited partner when registered; ceases to be a limited partner on deregistration, death, or dissolution of the partnership.

Section 57. Becoming and ceasing to be a limited partner. Section 57(1) A person shall become a limited partner in a limited partnership when the person is registered as such. Section 57(2)(a) the person is deregistered as a limited partner; Section 57(2)(b) the person dies; or Section 57(2)(c) the partnership is dissolved.

Section 57Verify source

§ 58LIMITED PARTNERSHIPS - 58. Role of limited partner to be restricted.Provision

Limited partners must not take part in the management of the partnership business.

Section 58. Role of limited partner to be restricted. Section 58(1) A limited partner shall not take part in the management of the partnership business. Section 58(2)(a) any partnership obligation incurred as a result of the contravention; and Section 58(2)(b) any other partnership obligation incurred during the period of contravention. Section 58(3) Nothing in subsection (1) shall prevent a limited partner from doing anything which is a permitted activity under the Fourth Schedule.

Section 58Verify source

§ 59LIMITED PARTNERSHIPS - 59. Limited partner’s liability to be limited.Provision

Limited partners are prohibited from withdrawing or receiving back any part of their capital contribution; if they do so in contravention, they become personally liable for partnership obligations incurred while they were limited partners.

Section 59. Limited partner’s liability to be limited. Section 59(1) A limited partner shall not be entitled either directly or indirectly to draw out or receive back the whole or part of the capital contribution that the partner has made to the partnership. Section 59(2) A limited partner shall not, during the continuance of the partnership, either directly or indirectly draw out or receive back the whole any part of any capital contribution that the partner has made to the partnership. Section 59(3) A limited partner who contravenes subsection (2) shall be personally liable for any partnership obligation incurred while he is a limited partner. Section 59(4) A limited partner’s liability under subsection (3) exceed the amount drawn out or received back by the partner. Section 59(5)(a) a sum or sums of money; or Section 59(5)(b) property that has an agreed capital value.

Section 59Verify source

§ 60LIMITED PARTNERSHIPS - 60. General application of Act to limited partnerships.Provision

This Act applies to limited partnerships as it applies to general partnerships, subject to sections 62, 63 and 64.

Section 60. General application of Act to limited partnerships. Section Subject to sections 62 , 63 and 64 , this Act applies in relation to limited partnerships as it applies in relation to general partnerships.

Section 60Verify source

§ 61LIMITED PARTNERSHIPS - 61. Rights and duties of the partners, etc.Provision

Section 61 assigns who acts for the partnership in subsections (1) and (2), states that giving a limited partner authority to act for the partnership is not an ordinary matter, and prohibits partners from varying subsections (3) or (4).

Section 61. Rights and duties of the partners, etc. Section 61(1)(a) the general partner; or Section 61(1)(b) if there is more than one general partner, a majority of them. Section 61(2)(a) the general partner; or Section 61(2)(b) if there is more than one general partner, all of them acting together. Section 61(3) The question as to whether a limited partner should be given authority to act on behalf of the partnership is not an ordinary matter. Section 61(4) The partners in a partnership may not vary the provisions of subsection (3) or (4).

Section 61Verify source

§ 62LIMITED PARTNERSHIPS - 62. Changes in partners.Substitution

A person may become a partner in an existing partnership if all the general partners agree to the person’s admission; partners may not expel a limited partner under section 29; substitution of partners may occur if all the general partners agree or if made according to the partnership agreement.

Section 62. Changes in partners. Section 62(1) A person may become a partner in an existing partnership if all the general partners in the partnership agree to the person’s admission into the partnership. Section 62(2) Partners in a partnership may not expel a limited partner under section 29 . Section 62(3)(a) all the general partners agrees to the substitution; or Section 62(3)(b) the substitution is made in accordance with the partnership agreement.

Section 62Verify source

§ 63LIMITED PARTNERSHIPS - 63. Break up and winding up of limited partnership.Provision

The winding up of a limited partnership must be conducted by a general partner, unless the Court orders otherwise.

Section 63. Break up and winding up of limited partnership. Section 63(1) Unless the Court orders otherwise the winding up of a limited partnership shall be conducted by a general partner. Section 63(2) Sections 54 and 51 and the Second Schedule shall with necessary modifications, apply in relation to a limited partnership.

Section 63Verify source

§ 64LIMITED PARTNERSHIPS - 64. Limited partnership Registered Office.Provision

A limited partnership must establish and maintain a registered office for delivery or addressing of communications.

Section 64. Limited partnership Registered Office. Section A limited partnership shall establish and maintain a registered office to which communications may be delivered or addressed.

Section 64Verify source

§ 65LIMITED PARTNERSHIPS - 65. Name of a limited partnership.Offence

Rules on names of limited partnerships, listing words and forms that are restricted or treated as equivalent for registration purposes.

Section 65. Name of a limited partnership. Section 65(1)(a) the word "limited partnership"; or Section 65(1)(b) the abbreviation "lp" or "LP", Section 65(2)(a) which is the same as a name appearing in the index kept under the Companies Act (Cap. 486); Section 65(2)(b) the use of which would in the opinion of the Registrar constitute an offence; or Section 65(2)(c) which in the opinion of the Registrar is offensive. Section 65(3)(a) the definite article as the first word of the name; Section 65(3)(b) "limited partnership"; Section 65(3)(b)(i) "limited partnership"; Section 65(3)(b)(ii) "limited liability partnership"; Section 65(3)(b)(iii) "company"; Section 65(3)(b)(iv) "and company"; Section 65(3)(b)(v) "company limited"; Section 65(3)(b)(vi) "limited"; Section 65(3)(b)(vii) "unlimited"; Section 65(3)(b)(viii) "public limited company"; Section 65(3)(b)(ix) "investment company with variable capital"; or Section 65(3)(b)(x) "open-ended investment company". Section 65(4) For the purposes of subsection (3), the type and case of letters, accents, spaces between letters and punctuation marks, and "and" and "&" shall be taken as the same.

Section 65Verify source

§ 66LIMITED PARTNERSHIPS - 66. Improper use of the expression "limited partnership", etc.Offence

Section 66. Improper use of the expression "limited partnership", etc. Section 66(1)(a) a limited partnership; Section 66(1)(b) a partner in a limited partnership; Section 66(1)(c) a foreign limited partnership; or Section 66(1)(d) a partner in a foreign limited partnership. Section 66(2) An entity to which subsection (1) applies shall not carry on the business of a limited partnership under a name which is not registered as a limited partnership or which does not include at the end of its name, the words "limited partnership"; or any contraction or imitation of either of those. Section 66(3) An entity which contravenes subsection (1) commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.

Section 66Verify source

§ 67LIMITED PARTNERSHIPS - 67. Information to be provided on partnership documents.Offence

Partners of a limited partnership must state the partnership's name and the address of its registered office on any partnership document.

Section 67. Information to be provided on partnership documents. Section 67(1) The partners of a limited partnership shall state the name and the address of the registered office of the limited partnership on any partnership document. Section 67(2) A general partner who fails to comply with subsection (1) commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.

Section 67Verify source

§ 68LIMITED PARTNERSHIPS - 68. Application for registration.Provision

Lists the information items to include in an application for registration of a limited partnership.

Section 68. Application for registration. Section 68(1)(a) the name under which the limited partnership is to be registered; Section 68(1)(b) the names and addresses of the proposed general partners; Section 68(1)(c) the name of each proposed limited partner and the amount of capital contribution made by the partner to the partnership; Section 68(1)(d) the location and address of the proposed registered office; and Section 68(1)(e) if the application relates to an existing general partnership, the date of its formation. Section 68(2)(a) the proposed general partner; or Section 68(2)(b) if there is more than one proposed general partner, all of the proposed general partners.

Section 68Verify source

§ 69LIMITED PARTNERSHIPS - 69. Registration and registration certificate.Provision

The provision requires registration as a limited partnership and issuance of a registration certificate; it records the name, registration fact and date; and states that a partnership not formed before registration is formed upon registration.

Section 69. Registration and registration certificate. Section 69(1)(a) register it as a limited liability partnership; and Section 69(1)(b) issue it with a registration certificate. Section 69(2)(a) the name of the limited partnership as specified in the application for registration; Section 69(2)(b) the fact of its registration as a limited partnership; and Section 69(2)(c) the date of registration, Section 69(3) If the partnership to which the application relates was not formed before registration, the partnership is formed when it is registered.

Section 69Verify source

§ 70LIMITED PARTNERSHIPS - 70. Registration of charges, deregistration and other matters.Provision

The Registrar may make rules about the procedures for registration under the Act; the Fifth Schedule applies for this section.

Section 70. Registration of charges, deregistration and other matters. Section 70(1) The Registrar may make rules relating to the procedures of registration under this Act. Section 70(2) The Fifth Schedule shall have effect for purposes of this section.

Section 70Verify source

§ 71LIMITED PARTNERSHIPS - 71. Offences of providing false information.Offence

Makes it an offence for a person to knowingly provide (or cause/provide through another) false information, and for a person to provide or cause or allow false changes or corrections in a notice to the Registrar; on conviction the offender may be imprisoned for up to six years or fined up to one hundred thousand shillings, or both.

Section 71. Offences of providing false information. Section 71(1) A person who knowingly provides or causes to another person provide, false information commits an offence and is liable on conviction to a term not exceeding six years or to a fine not exceeding one hundred thousand shillings, or to both. Section 71(2) A person who provides, or causes or allows another person to provide, in a notice to the Registrar, changes or corrections which the person knows to be false, commits an offence and is liable on conviction to imprisonment for a term not exceeding six years or a fine not exceeding one hundred thousand shillings, or to both.

Section 71Verify source

§ 72LIMITED PARTNERSHIPS - 72. Offences by bodies corporate.Offence

Section 72 establishes offences by bodies corporate.

Section 72. Offences by bodies corporate. Section 72(1)(a) to have been committed with the consent or connivance of an officer of the body corporate; or Section 72(1)(b) to be attributable to neglect on the part of such an officer, Section 72(2) If the affairs of a body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his functions of management as if the member were a director of the body corporate. Section 72(3)(a) a director, manager or secretary; and Section 72(3)(b) a person purporting to act as director, manager or secretary.

Section 72Verify source

§ 73LIMITED PARTNERSHIPS - 73. Evidence.Provision

The registration certificate is evidence that registration requirements were complied with, that the partnership was registered on the stated date with the stated name; and copies certified by the Registrar are admissible as evidence of their contents.

Section 73. Evidence. Section 73(1)(a) the requirements relating to registration, and other matters precedent and incidental to it, have been complied with; Section 73(1)(b) the partnership was registered as a limited partnership on the date stated in the certificate; and Section 73(1)(c) its partnership name is as specified in the certificate. Section 73(2)(a) the partnership was registered as having a new name on the date specified in the certificate; and Section 73(2)(b) its partnership name is as specified in the certificate. Section 73(3) 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.

Section 73Verify source

§ 74LIMITED PARTNERSHIPS - 74. Disclosure of information about partners, etc.Provision

Requires disclosure of partners' full names and addresses of service, and for persons who were partners at the time of an alleged act or omission their full names and a service or last known address; also refers to making claims against a partnership and to a partner or former partner in respect of a partnership obligation before proceedings for disclosure under subsections (1) or (2).

Section 74. Disclosure of information about partners, etc. Section 74(1)(a) the full name of each partner; and Section 74(1)(b) the address of service of each partner. Section 74(2)(a) the full name of each person who was a partner at the time of the act or omission to which the complaint relates; and Section 74(2)(b) an address for service, or the last known address, of each such person. Section 74(3)(a) the making of claims made against a partnership; Section 74(3)(b) a partner or former partner in respect of a partnership obligation before legal proceedings are brought in respect of a claim for an order for the disclosure of the information in subsection (1) or (2).

Section 74Verify source

Part IV

MISCELLANEOUS PROVISIONS

§ 75MISCELLANEOUS PROVISIONS - 75. Rules.Provision

The Cabinet Secretary may, on the recommendation of the Registrar, make rules to carry the Act into effect.

Section 75. Rules. Section The Cabinet Secretary may, on the recommendation of the Registrar, make rules for the better carrying into effect of the provisions of this Act.

Section 75Verify source

§ 76MISCELLANEOUS PROVISIONS - 76. Regulations.Provision

The Cabinet Secretary may make regulations concerning registration and related matters for limited partnerships under this Act.

Section 76. Regulations. Section 76(1) The Cabinet Secretary may make regulations to provide for the registration of limited partnerships under this Act. Section 76(2)(a) the registration of a limited partnership or of obtaining information relating to a limited partnership; Section 76(2)(a)(i) the registration of a limited partnership or of obtaining information relating to a limited partnership; Section 76(2)(a)(ii) the inspection of any registers, documents or information relating to limited partnerships; or Section 76(2)(a)(iii) the provision of any certificate relating to a limited partnership or of a copy of such a document; Section 76(2)(b) provide for the performance by the Registrar and other officers of acts which this Part requires to be done by the Registrar; Section 76(2)(c) provide for the remuneration to be paid to a liquidator.

Section 76Verify source

§ 78MISCELLANEOUS PROVISIONS - 78. Transitional provisions.Commencement

An existing partnership registered under the now-repealed Partnership’s Act and in existence at the commencement of this Act is deemed to be a partnership under this Act.

Section 78. Transitional provisions. Section a partnership, which has been duly registered under the Partnership’s Act (now repealed) and is in existence at the commencement of this Act (hereinafter called "an existing partnership") shall be deemed to be a partnership under this Act.

Section 78Verify source

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