Am I personally liable for my partnership's debts?
Partnerships Act, 2012 · sources read 5 Oct 2026
Yes. Each partner in an ordinary partnership has unlimited liability and can be made to pay the whole of a partnership debt personally. But a creditor must first get a judgment, award or court order against the partnership itself.
- Where
- The court that handles the claim (the High Court, or the Magistrate's Court where partnership assets are KSh 300,000 or less)
Steps
- If you pay a partnership debt yourself, the partnership must repay (indemnify) you.
- If the partnership doesn't repay you, you can claim a share from the other partners in the proportions they bear losses.
- To limit partners' liability, the law provides limited partnerships (with at least one general partner who stays fully liable) and LLPs, which are separate from ordinary partnerships.
Watch out
- A partner can't be held personally liable until there is a judgment, order or arbitral award against the partnership, or a court order for the partnership to pay.
- Leaving the partnership doesn't end your liability for debts incurred while you were a partner.
- A judgment against the partnership can't be enforced directly against a partner's own property.
Who this covers
- Every partner in an ordinary (general) partnership
- Also anyone who presents themselves as a partner, or knowingly lets others do so
Official sources (1)
- Partnerships Act, 2012 (No. 16 of 2012) new.kenyalaw.org · read 5 Oct 2026