A manager is defined as any person who is concerned in or takes part in the management of the Limited Liability Partnership (“LLP”).

The Limited Liability Partnership Act, 2011 states that every LLP must have at least one manager who is a natural person of at least eighteen years and is ordinarily resident in Kenya.

What are the duties of a manager in an LLP?

1. The Manager has a Duty to Declare the LLP’s Solvency or Insolvency by ensuring that the LLP has lodged with the Registrar of LLPs a declaration of the LLPs solvency or insolvency.

This declaration is lodged within a period of 15 months after the registration of the LLP and subsequently once every calendar year at intervals of not more than 15 months.

This is done by lodging form LLP 10 in the Registrar’s office

2. The Manager has a duty to ensure that all documents issued by the LLP bear the LLP’s name and registration number and state that the LLP is registered with limited liability, they ensure that all issued invoices and documents relating to the LLP’s business ought to have the above-mentioned details.
3. The Manager has a Duty to lodge statement of change of details regarding the LLP – The manager has a duty to ensure that the LLP lodges any changes to its particulars within 14 days.

This statement of change in the LLP’s particulars is done by lodging form LLP 9 in the Registrar’s office.

The following documents, depending on the change, shall accompany the statement of change of the LLP’s particulars, namely:

1. in the case of a partnership that wishes to change its name, a copy of the resolution of the partners changing the partnership name;
2. in the case of a partnership that has changed the nature of its business, a copy of the resolution of the partners changing the nature of its business;
3. in the case of a partner who has resigned, a copy of the notice of resignation;
4. in the case of a partner who has died, a copy of the partner’s death certificate;
5. in the case of a partner who has changed his or her name, a copy of the deed poll, identification documents or certificate of incorporation; and
6. in the case of a partner who has been expelled from the partnership, a copy of the resolution of the other partners expelling the partner from the partnership and a copy of the provision of the partnership agreement authorising the expulsion of partners from the partnership.

What happens when the manager fails to comply with his duties?

Any manager who fails to comply with the above-mentioned duties is personally liable for all penalties imposed on the LLP unless he can satisfy the court that he should not be liable.