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Kenya - How to Convert from a Partnership to a Limited liability Partnership

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ProcedureEdit

How to Apply
Step 1: Create an eCitizen Account

  1. To create an eCitizen account online visit the eCitizen Portal. Click on "Create an account" in the top-right corner.
  2. Click on “Create an Account” under Foreign Residents. Enter your Foreigner Certificate number under the ID number then click on “Validate”.
  3. Specify your contact details: Type in a valid email, retype it again in the text box below and give out your mobile number.
  4. Set a password: Confirm it by keying in a second key similar to the first one.
  5. Accept terms and conditions: Tick the box just below your screen.
  6. Click on the “Continue” button to proceed with the account registration process.
  7. Verify the mobile number: Initiate the verification code SMS by pressing the button shown below as soon as you confirm the phone number is correct.
  8. Once you receive the one-time password digits, enter them in the text box shown and press the “Verify Code” button, to be able to access your eCitizen account.


Step 2: Apply and pay for the Company Name Reservation

  1. Once logged in to the portal, proceed with the application by navigating to “Business Registration Service”, then click on the “Get-Service” button.
  2. Click on the “My Application” option this will navigate the applicant to the Business Registration Service page, click on “Apply Now” under the Limited Liability Partnership option.
  3. Under the Proposed Names section, the applicant is required to submit at least 5 unique names in order of priority, then click on “Save and Continue”.
  4. Proceed to make payment for the Name search and reservation where approved.
    • Proceed to pay the indicated name reservation fees of Ksh. 100 and Convenience Fee of Ksh. 50; Payment methods are through Mobile money banking. Payment instructions will pop up which will guide the user on how to pay.
  5. The eCitizen site does not notify applicants via email once the name has been approved. So, applicants will need to log back into their accounts on a daily basis to check if the approval has been granted (Name Reservation Letter/certificate) to proceed with the application process. The registrar will reserve the name for 30 days.


Step 3: Apply for the conversation a company registration from a partnership to a limited liability partnership

  1. To convert a company registration from a partnership to a limited liability partnership, the application should be made to the Business Registration Service (Business Name Registration Office).
  2. Applicants are required to submit the supporting documentation as listed “Required Documents” section of this page for verification.
  3. On receipt of the application file, the receiving officer shall check for completeness of the submitted documents to ensure that they meet the application requirements and registers your application as received, and issue the applicant a verified statement of particulars.
  4. This was followed by the submission of a partnership registration application and payment for the application fees of Ksh 25,000.00 at the cashier counters, and obtaining a payment receipt for the partnership.
  5. The receiving officer will forward the application and supporting documents to the next level officer for further scrutiny and confirmation that the application complies with all the requirements, which is usually within two (01-02) working days.
  6. The applicant should visit the Business Registration Service (Business Name Registration Office) to collect the certificate of registration as a Limited liability Partnership, against the Payment receipt for Partnership (original) and letter/ certificate of name reservation (copy).



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Required DocumentsEdit

  • Statement of particulars - LLP5 (original)
  • Identity card (copy). For each partner and manager
  • Passport (copy). For each partner and manager, if foreigners
  • PIN certificate (copy). For each partner and manager
  • Passport photo (original). For each partner and manager
  • Certified certificate of incorporation (copy). The certificate should be certified by a notary public, magistrate, and commissioner of oaths or registrar if it's a local body corporate and by a notary public or an equivalent of the registrar from country of origin if a foreign body corporate



Office Locations & ContactsEdit

Business Registration Service (BRS) - Head Office
316 UpperHill Chambers, 17th Floor
P. O. Box 30404-00100
2nd Ngong Avenue,
Nairobi, Kenya
Tel: +254 020 222 7461 / +254 020 225 1355 / +254 700 072 929 / +254 732 529 995
Email: [email protected]
Website Link

Business Registration Services Desk- Huduma Center
Huduma Ceneter Locations

E- Citizen Protal
E- Citizen Link

EligibilityEdit

  • Any individual investors (locals/ foreigners) or legally registered corporate that is registered as a partnership and wishes to be converted to a limited liability partnership are eligible to make the application.



FeesEdit

The following fees are applicable:

  • KES 50-Ecitizen convenience fees
  • KES 100-For name reservation
  • KES 25,000-Limited liability partnership registration fees.



ValidityEdit

  • The company registration certificate validity is indefinite, as long as the company operates as per the governing law of operating a company in Kenya.



Documents to UseEdit

Please attach documents that can be used by people. e.g. links



Sample DocumentsEdit

Please attach sample completed documents that would help other people.



Processing TimeEdit

  • The time frame accumulatively for processing the application is within 01-02 working days.



Related VideosEdit

Videos explaining the procedure or to fill the applications.
Attach videos using the following tag <&video type='website'>video ID|width|height<&/video&> from external websites.
Please remove the '&' inside the tags during implementation.
Website = allocine, blip, dailymotion, facebook, gametrailers, googlevideo, html5, metacafe, myspace, revver,
sevenload, viddler, vimeo, youku, youtube
width = 560, height = 340, Video ID = Can be obtained from the URL of webpage where the video is dkisplayed.
e.g In the following url 'http://www.youtube.com/watch?v=Y0US7oR_t3M' Video ID is 'Y0US7oR_t3M'.



InstructionsEdit

Please provide other instructions related to the certificate/documents.
e.g. The state office holds birth records since January 1908.


Required InformationEdit

  • Full names of the applicant
  • Contact details
  • At least 5 unique names, for the proposed company
  • Applicant/Directors details
  • Financial details
  • TAX return details
  • KRA PIN
  • Type of company registration
  • Declaration by the applicant



Need for the DocumentEdit

  • This is the process of converting a partnership to a limited liability partnership, a limited liability partnership is a partnership in which some or all partners have limited liabilities, thus separating it from its owner.
  • This legal implication protects and separates the entity/business assets from your individual assets and hence partner(s) are well protected if the business/entity goes under.



Information which might helpEdit

  • It is important to register a company thus:
    • It enhances your identity and adds credibility to your operation: Registering a business/make makes it easy for potential customers to identify you as a legitimate operation.
    • It attracts business/company and funding opportunities: To qualify for a business loan, you must have an official business registration. Investors are more likely to take you seriously if you’re asking for investment in a registered business.
    • It makes the business really for you and keeps you focused: Having a formal business will encourage you to dedicate your energy to it. You can be proud of the fact that you’re a business owner – it’s no longer just an idea or a hobby.
    • It establishes your company as a separate financial entity: When your business is registered, your personal and business finances will be treated as separate. This means that your personal assets cannot be seized to repay debts owed by your business and you cannot be held responsible for the debts – unless you have personally guaranteed them.
    • It protects you from personal liability: As a registered business, your company is now a separate legal entity. This means that any legal matters will be kept separate from your personal affairs.



Other uses of the Document/CertificateEdit

Please explain what are other uses for obtaining this document/certificate.
e.g. Birth Certificate can be used as proof of identity.



External LinksEdit

Companies Act 2015
Income Tax Act
Investment Promotion Act 2004

OthersEdit

More information which might help people.



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