{"count":1608389,"next":"http://info.mzalendo.com/api/v0.1/hansard/entries/?format=json&page=595","previous":"http://info.mzalendo.com/api/v0.1/hansard/entries/?format=json&page=593","results":[{"id":5931,"url":"http://info.mzalendo.com/api/v0.1/hansard/entries/5931/?format=json","text_counter":444,"type":"speech","speaker_name":"Prof. Muigai","speaker_title":"The Attorney-General","speaker":{"id":408,"legal_name":"Githu Muigai","slug":"githu-muigai"},"content":" Madam Temporary Deputy Speaker, I beg to move that the Partnership Bill, 2010 be now read a Second Time. Madam Temporary Deputy Speaker, I am grateful for the intervention of my hon. colleague. This Bill was developed as a result of the recommendations of the taskforce on companies, insolvencies and partnerships that was formed in 1992. The Bill is intended to provide clarity with regard to partnerships, particularly with regard to the manner in which partnerships break up or are wound up. In addition to this, this Bill has elaborate provisions with regard to limited partners in a partnership and the role and duties to be performed by such limited partners. The Bill makes a distinction between general partnerships and limited partnerships. Hon. Members may recall that several weeks ago, we already enacted the Limited Partnership Act. Madam Temporary Deputy Speaker, Part 1 of this Bill relates to preliminary provisions, essentially bodies that are excluded from the scope of the Act. Part II consists of provisions relating to general partnerships. Part III which essentially touches on clauses 21 and 25 deals with the liabilities of the partners in a partnership. Clauses 26 to 28 provide for the manner in which a person may join an existing partnership as well as the circumstances under which a person may cease to be a partner in or resign from a firm. Clauses 35 to 37 deal with the break-up of a partnership and the effect of that break-up on the partnership. Clauses 43 to 55 provide for court powers in relation to partnership outlining essentially situations in which the court can intervene to save partners’ interests in the partnership, et cetera . Part III of the Bill deals with the special category of limited partnerships in the context of the Bill. This is limited to mean in addition to the general partners who have unlimited liability. Clauses 68 to 70 deal with the registration of partnerships and imposes a duty and an obligation on all persons intending to register a partnership to deposit documents with the registrar of partnerships. Madam Temporary Deputy Speaker, Part IV contains miscellaneous provisions and empowers the Minister to make rules and regulations for the registration of limited partnerships and for the better carrying into effect of the provisions of the Bill. The First Schedule to the Bill qualifies the circumstances where a person cannot be said to carry on a business with another person in partnership. The Second Schedule provides for the winding up of a partnership. Third Schedule outlines the functions of a provisional liquidator which includes the preservation of the assets of the company. The Fourth Schedule outlines the activities that may be undertaken by limited partners in relation to the partnership which include the taking of decisions with regard to the matters outlined there. The Fifth Schedule contains special provisions on limited partnerships. Finally, it provides for the lodging of documents with the registrar, empowering the registrar to designate persons who may receive documents on that behalf. Madam Temporary Deputy Speaker, I beg to move."},{"id":5932,"url":"http://info.mzalendo.com/api/v0.1/hansard/entries/5932/?format=json","text_counter":445,"type":"speech","speaker_name":"Dr. Shaban","speaker_title":"The Minister for Gender, Children and Social Development","speaker":{"id":139,"legal_name":"Naomi Namsi Shaban","slug":"naomi-shaban"},"content":" Madam Temporary Deputy Speaker, Sir, I second."},{"id":5933,"url":"http://info.mzalendo.com/api/v0.1/hansard/entries/5933/?format=json","text_counter":446,"type":"scene","speaker_name":"","speaker_title":"","speaker":null,"content":"(Question proposed)"},{"id":5934,"url":"http://info.mzalendo.com/api/v0.1/hansard/entries/5934/?format=json","text_counter":447,"type":"speech","speaker_name":"Mrs. Odhiambo-Mabona","speaker_title":"","speaker":{"id":376,"legal_name":"Millie Grace Akoth Odhiambo Mabona","slug":"millie-odhiambo-mabona"},"content":"Madam Temporary Deputy Speaker, I want to thank the Attorney-General for moving this Bill. I want to thank the Attorney-General for bringing this Bill. While appreciating the efforts of the Attorney-General, however, for purposes of records and for information of the public, I would have loved to know why we are bringing a new Partnership Bill when there is already an existing one. What was the mischief or what is the mischief that we intend to cure by bringing up a whole new piece of legislation? I hope that in his response, he will address himself to some of those issues, especially for purposes of record. However, I would request him just to bring the Bill in conformity with the current Constitution to use terminology and wording that is in conformity with the Constitution; such wording as “Minister”. We should use wording that is more in tune with the current Constitution. I also want to note that this is a good initiative, especially in relation to members of the public. I would want to speak, especially in the legal sector that we know that a lot of lawyers get into partnerships and when the partnerships break which is often very acrimonious, you find that the interests of the clients are not taken into account. Only very recently, we saw a case of a lady who had been taken back and forth by lawyers for a period of over 10 years simply because a partnership had collapsed. It is only until the matter came before a Parliamentary Committee that we intervened and the lady was paid. The only reason she was not being paid is because of the acrimonious nature that the partnership was dissolved. I would, therefore, want to encourage him that as much as he is putting a lot of emphasis on the partnership and the relationship between the partners, he should also put a lot of emphasis on third parties that are likely to be affected by the actions of the partners. Again, I want to talk on the issue of trust in Clause 18. I am happy that we are talking about the issue of partners owning property in trust on behalf of the others. However, I would want to say that speaking, especially in relation to women who may be affected when their husbands are in partnerships, sometimes it happens to men, but in the majority of cases, it happens to women. That, when your husband dies and he was in a partnership, most of the partner get quiet and they do not inform the families and spouses of the other partners about the benefits that they may be having in the partnership. So, in order to protect this, the law presumes that all Kenyans have information about the law. We need to have laws that are self-executing and where you do not put the onus on ensuring the law is executed on the public, but on the law itself. Let us put the onus on the law and not on the poor innocent Kenyans who it will take a while to understand that we have come up with a new Partnership Bill that will be regulating partnerships."},{"id":5935,"url":"http://info.mzalendo.com/api/v0.1/hansard/entries/5935/?format=json","text_counter":448,"type":"speech","speaker_name":"Mrs. Odhiambo-Mabona","speaker_title":"","speaker":{"id":376,"legal_name":"Millie Grace Akoth Odhiambo Mabona","slug":"millie-odhiambo-mabona"},"content":"I would also like to say that the same manner and the same approach that has been taken by the other new laws like the Sexual Offences Act and the Counter-Trafficking in Persons Act, you need to have a section on implementing this law. The Constitution provides for it. The Sexual Offences Act provides for it. The Counter-Trafficking in Persons Act also provides for it. Can we just as a matter of practice have every law having an implementation clause so that Kenyans are protected? With those few remarks, I beg to support."},{"id":5936,"url":"http://info.mzalendo.com/api/v0.1/hansard/entries/5936/?format=json","text_counter":449,"type":"speech","speaker_name":"Mr. Wamalwa","speaker_title":"","speaker":{"id":148,"legal_name":"Eugene Ludovic Wamalwa","slug":"eugene-wamalwa"},"content":"Madam Temporary Deputy Speaker, I also wish to support this Bill. Mrs. Odhiambo-Mabona had mentioned earlier that she was privileged to be taught by the good professor, the Attorney-General. I also want to go on record by saying that I was also his student. I heard one gentleman here saying that he was behaving like a professor when answering one of the Questions. I want to put it on record that he is, indeed, a professor. We are very privileged to have been his students. Madam Temporary Deputy Speaker, on the Bill before the House, we are very happy that the era of reforms is here with us. Looking at the history of this particular Bill, it goes way back to 1992 when the former Attorney-General, who was one of the longest serving in our history, formed a task force to review the Companies, Investments, Partnerships and Insolvency Acts. Even as we look at reforms in other institutions; the Judiciary, the police and others, we must look at how these reforms can also improve the way we do business in this country and how we can encourage investors who come to this country and wish to do business. They will do so through legal relationships either through partnerships or legal liability companies and so on and so forth. It has been a wish of many investors in this country that we have more put in by way of legislation to make it easier for them to incorporate companies and register partnerships to do business in this country. We have lost many investors to Rwanda and other countries that have, through legislations and proper policies been friendly to investors, made it very easy to have a one-stop kind of stop where people can get a partnership registered in a day or a company. They are able to invest. Looking at this Bill, it is true that for many people, because of the issue of the unlimited nature of partnerships, the growth of partnerships has been affected in this country. Therefore, the aspect of having limited partnerships and providing proper legal framework is something that will go a long way in encouraging people to form partnerships to do business with a clear legal framework, how they can resolve their disputes and how they can move this country forward. I only urge that in the areas where they have provided for registration, particularly Sections 68 and 69 which give the Registrar powers of registration, perhaps should not have been left open ended. Madam Temporary Deputy Speaker, upon receiving an application for registration of a limited partnership under Section 68, the Registrar shall, if satisfied that Section 65 has been complied with, register the limited partnership. It is general in terms, although they are empowered to make the rules. I would have urged that we should have specific time-bound provisions that can make it very clear that when you go to have a partnership registered, upon meeting the requirements within this period of time, you should have this registration done and completed. We also want to encourage young people in this country who have been tarmacking and looking for jobs all over and have been frustrated over time because they have not been able to get the employment they have been looking for, to also form partnerships. We need to look at a way of making this legislation and requirements not too prohibitive so that we can find young graduates who have come out of colleges and want to register partnerships to be able to do so in a more easy and friendly manner. We do urge that these considerations be made even as we make this legislation. With those few remarks, I beg to support."},{"id":5937,"url":"http://info.mzalendo.com/api/v0.1/hansard/entries/5937/?format=json","text_counter":450,"type":"speech","speaker_name":"Mr. Muthama","speaker_title":"","speaker":{"id":96,"legal_name":"Johnson Nduya Muthama","slug":"johnson-muthama"},"content":"Madam Temporary Deputy Speaker, I also stand to support this Bill which has been brought by my brother, the Attorney-General. I want to make my contribution on the basis of my profession as a businessman. The purpose of this Bill is partnership and making laws in terms of partnerships, according to my understanding is that, it should be based on protecting the interest of Kenyans. The experience I want to share with this House is that in a small country like the United Arab Emirates (UAE) today, no foreigner can move there to set up a business, operate it and be licensed by the Government without involving the people of Dubai. If you go to Dubai today, you will see that there are partners who never leave their homes. They work with foreign partners and pay them salaries. They also pay dividends at the end of the year. That has contributed to reducing poverty in Dubai. Madam Temporary Deputy Speaker, the law here should be strengthened to make sure that Kenyans are protected. We have seen multi-national companies which come into our county, go to a place like Kwale where titanium mining was to take place, the first thing that will be done by the Government is to mobilize poor Kenyans, take them into one area and start offering them compensation of a few thousand shillings. A titanium mining industry in Kwale was to cost billions of shillings in investment. You will find the owners of the land there being given a few shillings as compensation and then they are thrown out. This happens, yet no Kenyan is offered an opportunity to have shares in that company. I even want to talk about investors in Maasai Mara, South Coast, North Coast, farming in Rift Valley and all parts of this country, including within the city of Nairobi. The country has gone into the hands of foreigners in preference of foreign investments. Madam Temporary Deputy Speaker, my suggestion is - if the Attorney-General will take note - to make sure that as we go to county governments, any investor who goes to any county to invest automatically the residents of that area are given a certain number of shares in that company so that they could be players and participate fully. We have business people who are so shrewd that by using the name of foreign investors, they come here and have exemption from paying taxes for two years. They make profits and take the profits away. After they work for ten years, they use 20 per cent of their profits to employ local Kenyans whereas 80 per cent of the profit is taken out of the country. Kenyans are watching and are not happy with what is happening. I suggest that in this Bill, we make sure that nobody comes here as a foreign investor and is licensed to run the business without involving Kenyans. Share contribution is mentioned in this Bill. That is a big predicament. Expecting Kenyans to be players in joining those companies as partners with the amount invested would be next to impossible. I believe that a private investor should be allowed to invest without interference. At the same time, the consideration of the ownership of the same business that is being operated in Kenya should be considered seriously and Kenyans should be allowed to own shares in those companies. With those very few remarks, I beg to support."},{"id":5938,"url":"http://info.mzalendo.com/api/v0.1/hansard/entries/5938/?format=json","text_counter":451,"type":"speech","speaker_name":"Mr. Njuguna","speaker_title":"","speaker":{"id":20,"legal_name":"Peter Njuguna Gitau","slug":"peter-gitau"},"content":"Thank you, Madam Temporary Deputy Speaker. I also take the opportunity to thank the Attorney General for moving this very critical Bill. Partnerships have broken down in the past thus creating unnecessary environment in terms of investment. Sharing of assets has caused havoc between the partners and in-fighting in the boardrooms. This has been very detrimental in terms of our economic performance. We have also seen ugly scenes, for instance, the Mboi-Kamiti people murdering one another. Innocent blood has been shed because of misunderstandings because of this critical role. The new Partnership Bill will create the necessary environment in our country. Jobs will be created for the tarmacking youths from secondary schools and universities and this will create peace and stability in the country. Concerning the registration of these partnerships, our people have been attracted where the partnership law has been better. The newest state, South Sudan, has this law and our people have gone there to start businesses. They have also gone to Rwanda where a lot of resources have been taken. It is our people who have gone with our resources there. We will have more Kenyans invest in this country with the introduction of the partnership law. We will also get external investors taking up the chances to invest in this country. The other critical observation is about the disappearance of partnership files at the Attorney-General’s Office. This has been a permanent feature. I think with the new broom at the Chambers, this serious development will be controlled. This will bring sanity and sobriety at the registration office. The issue of files disappearing has affected investors in this country and that should be controlled. Madam Temporary Deputy Speaker, this is a very critical role and once formulated will allow the country to breath like the developing countries and enable it emerge as a strong nation. With those few remarks, I fully support the legislation."},{"id":5939,"url":"http://info.mzalendo.com/api/v0.1/hansard/entries/5939/?format=json","text_counter":452,"type":"speech","speaker_name":"Prof. Kamar","speaker_title":"The Minister for Higher Education, Science and Technology","speaker":{"id":33,"legal_name":"Margaret Jepkoech Kamar","slug":"margaret-kamar"},"content":" Thank you, Madam Temporary Deputy Speaker. I would like to join my colleagues in thanking the hon. Attorney-General for brining this Motion to this House which I support."},{"id":5940,"url":"http://info.mzalendo.com/api/v0.1/hansard/entries/5940/?format=json","text_counter":453,"type":"scene","speaker_name":"","speaker_title":"","speaker":null,"content":"(Mrs. Kones consulted with the Chair)"}]}