Updated 8 November 2026
Many Kenyan firms start as a registered business name and later want limited liability, a clearer structure for partners, or a better profile with clients and banks. A limited liability partnership (LLP) is one option. LLP conversion Kenya filings at the Business Registration Service (BRS) let you move a business name or a limited company into an LLP without starting from scratch. The BRS fee schedule lists KSh 25,000 for either conversion, with a certificate of conversion in 2 days. This guide explains the filings, compares other conversions, and lists what to sort out before you file.
Source: BRS Fee Schedule – Companies Registry, read on 8 November 2026. Fees can change, so confirm on eCitizen. Take professional advice on tax, contracts and staff before converting.
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LLP conversion Kenya: key facts
| Conversion (BRS) | Fee | Form | Document / time |
|---|---|---|---|
| Business name to LLP | KSh 25,000 | LLP 5 | Certificate of conversion, 2 days |
| Limited company to LLP | KSh 25,000 | LLP 7 | Certificate of conversion, 2 days |
| Change of particulars of an LLP | KSh 2,000 | CR LLP | Varies (apply for a CR 12 to see changes) |
| Declaration of solvency or insolvency (LLP) | KSh 2,000 | LLP 10 | Reflected on records immediately |
Why consider LLP conversion in Kenya
- Limited liability. Unlike a sole proprietorship or ordinary partnership registered as a business name, an LLP is a separate legal entity, so partners’ personal assets are generally better protected.
- Partnership flexibility. Professional firms often prefer an LLP’s partnership-style governance to a company’s board-and-shareholder structure.
- Credibility. Some clients, tenders and lenders prefer dealing with an incorporated entity.
An LLP is not right for everyone. If you plan to raise equity from investors, a limited company may suit you better. Our business structure comparison walks through the trade-offs.
LLP conversion Kenya: business name to LLP
The BRS schedule lists conversion from business name to LLP at KSh 25,000, filed on form LLP 5. A certificate of conversion is issued within 2 days. Before filing, make sure the business name’s own record is up to date. Outstanding changes of particulars and penalties can hold things up. BRS lists a change of particulars of a business name at KSh 200 with an original certificate, or KSh 400 with a copy, subject to penalties.
LLP conversion Kenya: limited company to LLP
For conversion from a limited company to an LLP, BRS lists KSh 25,000 on form LLP 7, again with a certificate of conversion in 2 days. Shareholders will typically need to approve the change, and existing charges, contracts and licences should be reviewed so that they carry over correctly. Check whether lenders’ consent is needed under your loan documents. See our guide to company charge registration.
Other company conversions and their fees
| Conversion | Fee | Filings | Time |
|---|---|---|---|
| Private to public limited | KSh 7,000 | CR 17 with CR 15, CR 18, CR 19 (amended memorandum, CR 19, CR 18, CR 15 at KSh 2,000 each) | 2 days |
| Public to private limited | KSh 7,000 | Same set of filings | 2 days |
| Private limited to unlimited | KSh 7,000 | Same set of filings | 2 days |
| Public company to unlimited | KSh 7,000 | Same set of filings | 2 days |
These figures come from the same BRS schedule. Note that the accompanying documents carry their own KSh 2,000 charges, so the total is more than the headline fee.
After LLP conversion in Kenya
- Update your KRA records, bank mandates, invoices, letterheads and website with the new name and registration number.
- Notify clients and suppliers, and review contracts that name the old entity.
- Update licences, permits and tender registrations held in the old name.
- When partners or particulars later change, file a change of particulars (KSh 2,000) and confirm the update with a CR12 search.
LLP conversion Kenya checklist
- Confirm the right form: LLP 5 for a business name, LLP 7 for a company.
- Budget KSh 25,000 for the BRS fee, plus professional fees.
- Draft an LLP agreement covering capital, profit sharing, decision-making and exits.
- Clear outstanding filings and penalties on the existing entity.
- Get lender and key-client consents where contracts require them.
Common LLP conversion Kenya mistakes
Filing the wrong form. LLP 5 is for a business name and LLP 7 is for a limited company. Using the wrong one wastes time and fees.
Ignoring old penalties. Late filings on the existing business name or company can block or delay the conversion. Check the record on eCitizen first and clear what is outstanding.
Forgetting third parties. Banks, landlords, key clients and licensing bodies may need formal notice, or may need to consent where contracts say so. Make a list before you file rather than after.
No partnership agreement. Converting without a written LLP agreement leaves profit sharing, decision-making and exits unclear. Agree these terms while everyone is still on good terms.
Assuming the tax position stays the same. A change of legal form can affect how the business is registered and taxed. Speak to a tax adviser before you convert.
Frequently asked questions
How much does LLP conversion in Kenya cost?
The BRS schedule lists KSh 25,000 for converting either a business name (LLP 5) or a limited company (LLP 7) to an LLP.
How long does LLP conversion Kenya processing take?
BRS lists 2 days for the certificate of conversion.
Can a private company become public?
Yes. BRS lists KSh 7,000 on CR 17 with CR 15, 18 and 19, each accompanying document at KSh 2,000, in 2 days.
How do I record changes to an LLP later?
File a change of particulars of the LLP for KSh 2,000. BRS notes you can apply for a CR 12 to see the changes.
Related guide: Trademark Registration in Kenya: KIPI Fees per Class and 6 Steps.
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