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How to Set Up a Partnership in Kenya: A Step-by-Step Guide

January 27, 2025

How to Set Up a Partnership in Kenya

Starting a business with a partner can be a great way to share responsibilities, pool resources, and leverage each other's strengths. In Kenya, setting up a partnership is a fairly straightforward process, but there are important legal and regulatory steps you must follow to ensure everything is done correctly.

In this guide, I'll walk you through everything you need to know about forming a partnership in Kenya—from choosing a name to registering your business and understanding your tax obligations. Let's dive in!

Introduction to Business Partnerships in Kenya

A partnership is a business structure where two or more individuals come together to operate a business jointly, sharing profits, losses, and responsibilities. In Kenya, partnerships are governed by the Partnership Act, 2012, which outlines the legal framework for their formation, operation, and dissolution.

There are two main types of partnerships in Kenya:

  • General Partnership – All partners share equal responsibility for managing the business and are jointly liable for debts and obligations.
  • Limited Partnership – omprise both general and limited partners. General partners manage the business and bear unlimited liability, while limited partners contribute capital and have liability limited to their investment.

Choosing the right type of partnership depends on your business goals, risk appetite, and how much control each partner wants in decision-making.

Advantages and Disadvantages of Forming a Partnership

Advantages:

  • Shared Resources: Pooling of skills, knowledge, and capital.
  • Simplified Decision-Making: Fewer formalities compared to corporations.
  • Tax Benefits: Profits are taxed once as personal income of partners.

Disadvantages:

  • Unlimited Liability: In general partnerships, partners are personally liable for business debts.
  • Potential for Disputes: Differences in opinions can lead to conflicts.
  • Limited Continuity: The partnership may dissolve upon the withdrawal or death of a partner.

Now that you understand what a partnership is and its benefits, let’s get into the step-by-step process of setting up a partnership in Kenya. Follow these steps to ensure your business is legally registered and compliant with Kenyan regulations.

Step 1: Choosing a Business Name

Selecting an appropriate and unique business name is a crucial initial step in establishing a partnership.

Importance of a Unique Business Name

A distinctive name not only differentiates your partnership from others but also prevents legal issues related to trademark infringement.

Conducting a Name Search on eCitizen Portal

To ensure the desired name is available:

  • Access the eCitizen Portal: Visit www.ecitizen.go.ke.
  • Log In or Create an Account: If you don't have an account, sign up by providing the necessary details.
  • Navigate to Business Registration Service: Select the "Business Registration Service" option.
  • Initiate a Name Search: Enter the proposed business name and pay the requisite fee of Ksh. 150. Payment can be made via MPESA, debit/credit cards, or eCitizen agents.
  • Await Approval: The process typically takes about two days. Once approved, you can proceed with the registration.

Once your name is approved, it will be reserved for 30 days, giving you enough time to proceed with registration. It's advisable to act promptly to avoid the expiration of the reservation.

Step 2: Drafting a Partnership Deed

A partnership deed is a legal document that outlines the terms and conditions governing the partnership.

Essential Elements of a Partnership Deed

  • Name of the Partnership: As approved during the name search.
  • Names and Addresses of Partners: Full details of all partners involved.
  • Nature of the Business: A clear description of the business activities.
  • Duration of Partnership: Whether it's for a fixed term or indefinite.
  • Capital Contribution: The amount of capital each partner will contribute.
  • Profit and Loss Sharing Ratios: It's crucial to agree on how profits and losses will be shared. This ratio should reflect each partner's contribution and be documented in the partnership deed.
  • Roles and Responsibilities: Clearly defining each partner's role helps prevent conflicts and ensures smooth operation. This includes management duties, decision-making authority, and specific operational responsibilities.
  • Dispute Resolution Mechanisms: Establishing procedures for resolving disputes, such as mediation or arbitration, can prevent lengthy legal battles and maintain harmony within the partnership.
  • Dissolution Clause: Conditions under which the partnership may be dissolved.
  • Procedures for admitting new partners

Although it’s possible to draft the deed yourself, it's always a good idea to involve a lawyer to ensure it's legally binding and protects everyone’s interests.

Step 3: Registering the Partnership with the Business Registration Service (BRS)

Once the partnership deed is prepared, the next step is formal registration. Business registration in Kenya is done through the Business Registration Service (BRS) on the eCitizen Portal.

How to Register Your Partnership

  • Log into eCitizen and go to "Business Registration Service."

  • Complete the BN2 Form (this is the Statement of Particulars of your business).

This form captures essential details about the partnership, including:

  1. Approved business name.
  2. Nature of business.
  3. Physical and postal address.
  4. Partners' details.
  • Uploading Required Documents

  1. Partnership Deed: Signed by all partners.
  2. Copies of Partners' Identification: National IDs or passports.
  3. Passport-sized Photographs: Recent photos of all partners.
  4. Proof of address (e.g., utility bill or rental agreement)
  • Payment of Registration Fees

Pay the applicable registration fee, which is Ksh. 800. Payment can be made through various methods available on the eCitizen portal.

  • Obtaining a Certificate of Registration

After submitting the application:

1 Processing Time and Delivery Method

The processing time is typically 3-5 business days. Once approved, the Certificate of Registration will be available for download on the eCitizen portal, which you should print and keep safe. This certificate is proof that your business is legally registered in Kenya.

2 Verifying the Authenticity of the Certificate

Ensure the certificate is genuine by checking for official stamps and signatures. You can also verify its authenticity through the BRS.

Step 4: Getting a KRA PIN for Your Partnership

A Kenya Revenue Authority (KRA) Personal Identification Number (PIN) is mandatory for tax compliance.

Importance of a KRA PIN for Partnerships

The KRA PIN is essential for:

  • Opening a bank account.
  • Filing tax returns.
  • Applying for licenses and permits.

How to Get a KRA PIN for Your Partnership

  • Go to the KRA iTax Portal (Select "New PIN Registration": Choose "Non-Individual" and "Online Form" as your mode of registration.
  • Fill in the Online Form: Provide accurate details about the partnership.
  • Upload Relevant Documents: Include the Certificate of Registration and partners' identification documents.
  • Submit the Application: Upon submission, you'll receive an acknowledgment receipt.

Step 5: Opening a Partnership Bank Account

A business bank account keeps your finances organized and makes it easier to manage transactions. Most banks in Kenya require the following documents to open an account:

✔ Partnership Certificate of Registration
✔ Partnership Deed
✔ KRA PIN for the business
✔ Copies of partners’ IDs
✔ Passport photos of partners

Different banks have different requirements, so it’s a good idea to compare banking options and choose one that suits your business needs.

Step 6: Acquiring Business Licenses and Permits

Depending on the type of business you're running, you may need additional licenses. For example:

  • Single Business Permit (from the county government)
  • Health and Safety Permit (for food-related businesses)
  • NEMA License (for businesses that impact the environment)

You can check the exact requirements on the eCitizen Portal or visit your local county office.

Understanding Your Tax Obligations

As a partnership, you are required to file tax returns, but the partnership itself is not taxed directly—instead, each partner is taxed individually on their share of the profits.

Here’s what you need to keep in mind:

✔ Income Tax – Partners must declare business income on their personal tax returns.
✔ VAT Registration – If your business has an annual turnover of Ksh. 5 million or more, you must register for VAT.
✔ PAYE (Pay As You Earn) – If you have employees, you must deduct and remit PAYE to KRA.

It's advisable to hire an accountant or tax consultant to ensure compliance and avoid penalties.

Dissolving a Partnership (If Necessary)

Not all partnerships last forever, and if you ever need to dissolve your partnership, follow these steps:

  • Review the Partnership Deed for dissolution clauses.
  • Clear any debts and obligations before closing the business.
  • Notify the Business Registration Service (BRS) by submitting a formal request.
  • File Final Tax Returns with KRA and clear outstanding dues.

If things get complicated, it’s always best to seek legal guidance.

Frequently Asked Questions (FAQs)

1. How much does it cost to register a partnership in Kenya?

The total cost is around Ksh. 950 (Ksh. 150 for name search + Ksh. 800 for registration).

2. How long does it take to register a partnership?

On average, it takes 3–5 business days.

3. Can a foreigner be a partner in a Kenyan partnership?

Yes, but they must have valid immigration documents and a KRA PIN.

4. Is a lawyer required to set up a partnership?

Not necessarily, but it's advisable to consult one for drafting the partnership deed.

Final Thoughts

Setting up a partnership in Kenya is an excellent way to start a business with shared responsibilities and resources. The process may seem straightforward, but ensuring full compliance with legal, tax, and regulatory requirements can be challenging, especially for first-time business owners.

That’s where Spondoo Kenya comes in!

Let Us Handle Your Partnership Registration Hassle-Free!

At Spondoo Kenya, we specialize in seamless business registration, tax compliance, and accounting services tailored to Kenyan entrepreneurs. Our team of experts will handle every step of your partnership setup

Why Choose Spondoo Kenya?

✅ Fast & Stress-Free Registration – We handle everything for you, so you don’t waste time navigating bureaucracy.
✅ Affordable Pricing – Get professional services at competitive rates.
✅ Expert Guidance – Our accountants and business consultants provide personalized support.
✅ Comprehensive Business Support – From registration to bookkeeping and tax filing, we’ve got you covered!

🚀 Ready to Start Your Partnership the Right Way? 🚀

📞 Call us today at 0117313555 or visit our website Spondoo Kenya to get started! Let us take care of the paperwork while you focus on growing your business.

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Information provided on the site is merely guidance that may change in line with Kenya law and regulations. Users must not consider this to be financial advice or their sole resource when making any financial decision. Spondoo & Spondoo.ke is a trading name of Accounting SQL Limited, authorised & license accounting firm in the United Kingdom. This trading name is licensed to Spondoo Advisers Limited, an authorised & licensed accounting firm in the Republic of Kenya.
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