
LAWS OF KENYA
LIMITED LIABILITY PARTNERSHIP ACT
THE LIMITED LIABILITY PARTNERSHIP (BENEFICIAL OWNERSHIP INFORMATION) REGULATIONS, 2023
LEGAL NOTICE 163 OF 2023
- Published in Kenya Gazette Vol. CXXV—No. 254 on 1 December 2023
- Commenced on 19 October 2023
1. Short title
These Regulations may be cited as the Limited Liability Partnership (Beneficial Ownership Information) Regulations, 2023.2. Interpretation
In these Regulations, unless the context otherwise requires—"Act" means the Limited Liability Partnership Act (Cap. 30);"arrangement" refers to an artificial entity, without legal personality,associating one or more natural or legal persons together in an ownership or control relationship, but without implying that the parties to this arrangement have any other form of collective legal identity:"beneficial owner" has the meaning assigned to it under the Companies Act (Cap. 486);"competent authority" means the Attorney-General, any criminal investigation agency established by law, law enforcement agencies, authorities that supervise and monitor the financial sector, including the Financial Reporting Centre and the Kenya Revenue Authority;"designated non-financial businesses or professions" has the meaning assigned to it under section 2 of the Proceeds of Crime and Anti-Money Laundering Act (Cap. 59A);"family" means—(a)the beneficial owner’s spouse;(b)a child or step-childof the beneficial owner;(c)a child or step-child of the beneficial owner’s spouse who lives with the beneficial owner and has not reached eighteen years of age;(d)a parent of the beneficial owner;(e)a brother or sister to the beneficial owner;(f)a brother or sister to the spouse of the beneficial owner;(g)a grandchild of the beneficial owner; or(h)a spouse of any of the persons specified in paragraphs (b), (e), (f) and (g);"financial institutions" has the meaning assigned to it under section 2 of the Proceeds of Crime and Anti-Money Laundering Act (Cap. 59A);"joint arrangement" means an arrangement between the holders of shares or rights in a company that they exercise all or substantially all the rights conferred by their respective sharesor rights jointly in a manner that is pre-determined by the arrangement;"material discrepancy" means factual errors that could significantly alter the status or identity of a beneficial owner but this does not include typing mistakes or spelling errors;"nominee partner" has the meaning assigned to it under section 2 of the Act;"protected personal identifiable information" includes—(a)birth certificate number, national identity card number passport number;(b)personal identification number;(c)date of birth;(d)residential address;(e)telephone number; and(f)email address;"Public Procurement Regulatory Authority" has the meaning assigned to it under the Public Procurement and Asset Disposal Act (Cap. 412C);"Public Private Partnership Committee" has the meaning assigned to it under the Public Private Partnership Act (Cap. 430);"Registrar" means the Registrar of Companies appointed under section 831 of the Companies Act (Cap. 486);"significant control" includes control that can be exercised through—(a)a right to direct or veto investment decisions of the limited liability partnership;(b)a right to participate in the capital returns of the partnership’s funds or assets;(c)a right to direct amendment of the partnership’s constitutional documents or partnership agreement;(d)a right to dissolve or convert the partnership;(e)positions held within the partnership such as being responsible in the strategic decisions that affect business practices or general direction of the partnership including senior managing official;(f)informal means such as through family or associates or in cases where the individual is using, enjoying, or benefiting from the assets owned by the partnership; and"significant influence" means the power to participate in the operating and financial policies of a limited liability partnership without necessarily having full control over them.3. Beneficial Owner
4. Beneficial owner particulars
5. Verification and filing of beneficial ownership information
6. Duty to investigate, obtain and verify beneficial ownership particulars
7. Nominee partners
8. Warning notice
A limited liability partnership shall issue a warning notice to a person who fails to comply with the provisions of regulation 6 or 7 and keep a copy of the warning notice in its register of beneficial owners.9. Content of a warning notice
A warning notice issued under regulation 8 shall—10. Restriction of rights for non-compliance
11. Content of a restrition notice
Where a limited liability partnership restricts the rights of a person, it shall notify the person affected by the restriction, in writing restriction notice, of the—12. Effects of restriction
The effect of a restriction issued under regulation 10 with respect to a right is as follows—13. Withdrawal of the restriction
14. Unidentified beneficial owners
15. Discrepancy reporting
16. Disclosure by the limited liabilities partneship
17. Disclosure by the Registrar
The Registrar may—18. Data protection
Beneficial ownership information shall not be made available to the public or be published, except—19. Disclosure of protected information
The publication or disclosure of the beneficial ownership information under these Regulations shall not include protected personal identifiable information, except where such disclosure is made to a competent authority or pursuant to a court order.History of this document
01 December 2023 this version
19 October 2023
Commenced
Cited documents 6
Act 6
1. | Companies Act | 1559 citations |
2. | Public Procurement and Asset Disposal Act | 352 citations |
3. | Proceeds of Crime and Anti-Money Laundering Act | 317 citations |
4. | Prevention of Terrorism Act | 110 citations |
5. | Limited Liability Partnership Act | 26 citations |
6. | Public Private Partnerships Act | 10 citations |