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Kenya: Parliament Considering Limited Partnership Bill

(Apr. 6, 2011) It was reported on April 2, 2011, that Kenya's Parliament is considering the Limited Partnership Bill 2010, which seeks to repeal and replace the Limited Partnership Act of 1934. (Peter Kiragu, New Bill to Replace Limited Partnership Act in Place (Apr. 2, 2011), NAIROBI STAR.)

The bill makes a notable departure from the Limited Partnership Act currently in force in regard to the definition of a limited liability partnership. Under the existing law, a limited liability partnership must include limited partners (whose liability is limited to their individual contributions) and general partners (who are personally liable for all debts incurred by the partnership). (The Limited Partnerships Act, § 3, 10 LAWS OF KENYA, Cap. 30 (rev. ed. 2010), Kenya Law Reports website.) Under the bill, a limited liability partnership is a body corporate capable of, among other things, suing and being sued in its name and all its partners have limited liability. (The Limited Liability Partnership Bill 2010, §§ 7(1)(a) & 10, Kenya Law Reports website.)

Another notable departure by the bill from the current Act is the number of partners that may join a limited partnership. Unlike the Limited Partnership Act, which limits the number of partners to 20, the bill leaves open the number of partners that may join a limited partnership. (Id. at § 16.)

The bill allows for assignment of partnership interest by a partner to a third party unless expressly prohibited by the partnership agreement. This allows a partner to assign his/her interest in a partnership in whole or in part to a third party. (Id. § 15.) Such assignment terminates the partnership of the assignor and entitles the assignee to take part in the management of the partnership. (Id.)

The bill establishes procedures for ordinary partnerships as well as private companies to convert to limited partnerships. (Id. Part V.)