Registering a Limited Liability Partnership (LLP)

A Limited Liability Partnership (LLP) is a unique form of business association legal structure available in Kenya, combining features of both a partnership and a company.

It offers the advantage of limited liability, similar to a company, while maintaining the flexibility of a partnership. It is meant to give the partners protection from liability since it is a separate legal entity, which is distinct from the partners. 

An LLP is required to have at least two (2) partners. Section 27 (1) of the LLP Act requires every LLP to have at least one manager , who has attained the age of 18 years, and is a resident in Kenya.

LLPs are commonly utilized for professional services such as law firms, accounting practices, and consultancy services.

• Name Reservation :  A search is conducted to determine if the proposed name is available for registration. An applicant can propose 3-5 preferred names. The name of a limited liability partnership is required to be registered with either the extension ‘Limited Liability Partnership’ or ‘LLP’.
• Business Objective : Propose the nature of business and letter of no objection from Law Society of Kenya (LSK) if the partnership is a law firm.
• Physical Address : The proposed physical address of the partnership i.e. the name of the street , road, plot number, town, county, etc. 
• Partners Details: Partners can be individuals or Corporate Entities,for individual partnerships, provide partner names. For corporations, provide the name and incorporation certificates. Additionally, submit national ID, passport, or alien card numbers, and PIN certificates for managers and partners, including foreign nationals (not required for non-residents).
• Manager Consent: A consent letter to act as the manager.  
• New Registration LLP 1 :  Upon completing the application online, one should download LLP-1 form generated by the system, sign it, scan and upload.

The tax rules for an LLP are the same as for a partnership. The members are considered self-employed, and each partner reports their share of the profit on their personal tax return, paying income tax on their profit share.

LLPs are not required to create a constitution or articles of association. Instead, partners execute a Limited Liability Partnership Agreement to outline their agreement.

This agreement covers profit sharing, capital contributions, roles, management, and other arrangements, which partners can change as needed.

The LLP does not file or lodge any form of constitution during registration to the registrar of companies.

• An LLP does not have a limit on the number of partners compared to a general partnership, which has a restriction of a maximum number of 20 partners or members.
• Every Limited Liability Partnership must notify the Registrar of any changes to the LLP within 14 days of the change.
• A Limited Liability Partnership is required, during its lifetime, to have at least two partners.
• LLP Act requires every LLP to have at least one manager , who has attained the age of 18 years, and is a resident in Kenya.
• Limited Liability Partnerships are required to file a declaration of solvency every year.

The registration fee for a Limited Liability Partnership (LLP) in Kenya is KES 25,000. This fee is payable to the Companies Registry upon submission of the required documents for incorporation.

1. Register online with the e-Citizen portal : The Business Registration Services (BRS) simplifies registration by combining name reservation and company registration into a single process. Complete the company registration on the official eCitizen portal.
2. Name Search Reservation : A name search is conducted to determine if the proposed names are available. If a name is available, it is reserved pending registration of the limited liability partnership, which is done by paying the prescribed fee.
3. New Registration Form LLP 1 : The application for registration is done by filling the statement of particulars (Form LLP1) with the relevant information, signed by the partners and the manager, and eventually uploaded for review.
4. Certificate of Incorporation : Upon approval the certificate of registration is then processed and issued to the partners.