Converting a CPA firm into an LLP

What a Kenyan CPA partnership should check before becoming an LLP, from ICPAK's conversion guidelines to BRS registration and firm name rules.

By Achekam · 11 October 2026 · 4 min read · For Accountants & audit firms in Kenya

Partners in a growing Kenyan practice eventually ask whether the traditional partnership still suits them. Personal exposure, admitting new partners, and the way the firm presents itself to larger clients all push the conversation towards a limited liability partnership. The question that follows is practical: can a CPA firm do it, and what does it involve?

The short answer is that the route exists and ICPAK has written guidance on it. The longer answer involves three sets of rules running side by side: ICPAK's, the Business Registration Service's, and the firm's own paperwork. This article sets out what each asks, what the facts available here can and cannot confirm, and a plan for the changeover.

Start with ICPAK's conversion guidelines

ICPAK publishes Guidelines for Conversion of CPA Firms into Limited Liability Partnerships, among its resources for practitioners. Any partnership considering the move should read them first, because they are the institute's own guidance on exactly this step.

The guidelines sit on ICPAK's resources page for practitioners, alongside the Firm Management Guide, firm licensing circulars and auditor reporting material. Reading the conversion guidelines next to the licensing material is sensible, since a change in the firm's legal form touches how the firm is licensed and described. Other items on the same page are discussed in ICPAK guidance every practitioner should know.

The LLP Act and the registry

LLPs in Kenya are registered by the Business Registration Service. BRS says its Companies Registry administers the Companies Act, 2015, the Registration of Business Names Act (Cap 499) and the Limited Liability Partnerships Act (No 42 of 2011). Its functions include registering companies, LLPs and business names, registering debentures and charges, and enforcing compliance.

On cost and timing, BRS's fee schedule lists registration of a limited liability partnership at Kshs 25000 on form LLP 1, with a stated turnaround of 1 day. For comparison, it lists registration of a business name at Kshs 950 on form BN 2, also 1 day.

One caution. The fee schedule describes registering an LLP; it does not by itself say whether an existing partnership converting into an LLP follows exactly that route or a separate conversion procedure under the Act. Confirm the correct procedure from ICPAK's guidelines and the LLP Act before filing. The differences between trading structures more generally are covered in business name or company in Kenya.

Firm name and letterhead rules still apply

Changing the legal form does not free the firm from ICPAK's naming rules. ICPAK says practising members must confirm the firm's name with ICPAK before setting up a practice. Under By-Law 36, the name may only use the names, or abbreviations of the names, of existing or former partners, or a name approved by Council.

ICPAK also says every firm's headed paper must bear the names of each partner, and that a partnership must have a valid partnership deed. What ICPAK expects in place of the deed once the firm is an LLP is something to check in the conversion guidelines.

Confirm the proposed name with ICPAK before reserving or registering it with BRS, rather than the other way round. The naming rules are covered in more detail in naming a CPA firm in Kenya.

Licences after conversion

The firm should not assume its licence position carries across untouched. Before the effective date, ask ICPAK how the firm licence and any approvals tied to the old partnership will be handled, and whether anything must be applied for again in the LLP's name. Clients with statutory audits will also need to know which entity is their auditor after the change.

Updating the firm's details in Achekam

Once the LLP is registered, the firm's documents need to show the new name and particulars from the effective date.

Firm particulars and branding. A firm can upload its logo and record its particulars in Achekam, and Achekam puts them on what it sends for the firm: client e-mails, staff signatures, invoices and the cover of financial statements. A field the firm has not recorded is left blank, not invented. After conversion, update the registered name and registration details in the firm profile so that every document Achekam produces from then on carries them.

The country pack. A firm can set its practice country to Kenya, work through Kenya's set-up steps and activate the pack from Settings. Only a Partner or Admin can activate it, and activation shows each effect as done, not available yet or failed. If the conversion prompts a fresh look at the firm's set-up, check the Kenya steps are complete and the firm's regulatory registrations are recorded against the new entity.

A conversion plan

Before the partners' meeting

Download ICPAK's conversion guidelines and circulate them before the partners discuss the idea. A decision taken with the guidelines already read is far less likely to stall halfway through.

General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.