The signing of the Anti-Money Laundering and Combating of Terrorism Financing Bill into law instituted recent amendments in the Limited Liability Partnership Act (201). By virtue of an LLP having company traits, the amendments aimed to align LLPs in the fights against money Laundering. Some of the amendments which are key to your business include:
- File an annual return with the Registrar within 30 days of the anniversary of their registration. If an LLP fails to file its annual returns for a period of five years or more or fails to comply with the requirements to lodge a copy of the register of beneficial ownership, the Registrar is authorised to have the LLP struck off the Register of LLPs.
- LLPs will be required to keep a register of their beneficial owners. In case of any changes in the beneficial ownership of an LLP, the LLP will further be required to update the register of beneficial owners.
- Where an LLP has nominee partners, (individual or legal person instructed by the partner(s) to act on their behalf), the said LLP is required to maintain a register containing names and addresses for both the partner and the nominee, the date on which the person became a nominee partner and lodge a copy of the same with the Registrar. Similar to the beneficial ownership information, an LLP is required to update any changes in the register of nominee partners within 14 days of the change happening.
- LLPs are now required to appoint an authorised person to fulfil the continuing Registrar compliance obligations.
- Ability to register Foreign Limited Liability Partnerships as a new category of LLPs. The Act requires that any LLP registered outside Kenya but carrying on business in Kenya must be registered under the Act. They are also required to appoint at least one local representative for purposes of operating in Kenya.
- LLPs are now required to maintain registration certificate; registers, declarations of solvency; any filings made at the Registry; Partnership Agreements and any other documents that the Registrar may require at their registered office for a minimum period of 7 years.
- An LLP may be wound up through a voluntary application made to the Registrar requesting the LLP to be struck off. The application may be made by its manager or a majority of the partners to be struck off.
