Question

REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP

Answer 1

Registering a Limited Liability Partnership (LLP) in Kenya involves the following steps under the Limited Liability Partnerships Act, 2011:

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1. Name Search and Reservation

• Objective: Ensure the proposed name for the LLP is unique and complies with the naming rules.
• How:
  • Submit the name reservation application on the eCitizen platform under the Business Registration Service (BRS).
  • Pay the prescribed fee (currently KES 150 per name search).
  • Once approved, the name is reserved for 30 days.

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2. Prepare and Submit the Application for Registration

• Required Forms:

  • LLP Form 1: Application for registration of an LLP.
  • LLP Form 2: Details of the partners and their contributions.
  • Statement of Compliance: A declaration by an advocate or an authorized person confirming compliance with the LLP Act.

• Details Required:

  • Name of the LLP.
  • Nature of the business.
  • Registered office address.
  • Names, physical addresses, and IDs/passport copies of all partners.
  • A nominated manager who will handle the LLP’s affairs.

• Submission: Upload the completed forms on the eCitizen platform.

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3. Payment of Fees

• Registration fees are typically KES 15,000 (subject to change).
• Payment is made through the eCitizen platform or other designated channels.

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4. Issuance of Certificate of Registration

• Upon approval, the Registrar of Companies issues a Certificate of Registration.
• The LLP is now recognized as a separate legal entity.

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5. Post-Registration Requirements

1. LLP Agreement:

   • Draft an LLP Agreement specifying the roles, contributions, profit-sharing, and other operational rules.
   • Although not mandatory to file the agreement, having one avoids disputes among partners.

2. KRA PIN Registration:

   • Register the LLP for tax purposes with the Kenya Revenue Authority (KRA).
   • A PIN will be issued for filing tax returns and meeting other statutory obligations.

3. Business Permits:

   • Apply for a business permit or license from the local county government.

4. NHIF & NSSF Registration:

   • Register with the National Health Insurance Fund (NHIF) and National Social Security Fund (NSSF) if you have employees.

5. Bank Account:

   • Open a corporate bank account in the LLP’s name.

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Benefits of LLP Registration

• Separate Legal Entity: Distinct from its partners, offering limited liability.
• Flexibility: Operational flexibility with fewer regulatory requirements compared to companies.
• Tax Advantage: LLPs are taxed at the individual partner's level, avoiding corporate tax.