Business Law: Winding Up and Dissolution of Partnerships in Kenya

Below is Section 40-42 if the Kenya partnership Act which provides for winding and dissolution of partnerships
40. Winding up by partners
(1) A partnership which breaks up may be wound up under this section by
one or more partners in the partnership.
(2) Differences arising as to matters connected with the winding up of the
partnership shall be decided by a majority of the partners.
41. Distribution of partner’s assets on winding up
(1) The interests of partners in the partnership property and their rights and
duties in relation to the partnership property shall, on the winding up of the
partnership, be determined by the following rules and in the following order—
(a) each partner shall pay into the partnership any amounts which the
partner owes to the partnership;
(b) the partnership shall pay all amounts it owes to persons other than
partners;
(c) the partnership shall pay to each partner any amount owed to him,
but excluding the partner’s contribution towards the capital of the
partnership, on which it shall pay to each partner the amount, if any,
which it owes to the partner in respect of capital;
(d) the partners shall share among themselves any surplus assets in
the same proportion as they would be entitled to share the
partnership profits, if any;
(e) if the partnership is unable to meet its obligations under paragraph
(b), the partners shall contribute towards the deficiency in the same
proportions as they would be liable to share any partnership losses
in order to meet a partnership obligation;
(f) if a partnership is unable to pay to each partner the amount
contributed by the partner towards the capital of the partnership, it
shall transfer to the partners, the remaining assets of the partnership
in equal proportion to the capital contributed by the partner.

(2) A partner shall not be liable to contribute—
(a) under subsection (1)(b) and (c) in respect of a partnership obligation
for which he is not secondarily liable;
(b) under subsection (1)(c) in respect of a, partnership obligation to
indemnify another partner under section 12(3), if the partner would
not be liable under this Act to make contribution to that partner in
respect of the obligation; or
(c) under subsection (1)[(c)] in respect of an amount which is owed to
another partner and to which this section applies, if the partner
would not be liable under that provision to make a contribution to
that other partner in respect of the amount.
(3) If a partner—
(a) is not required to contribute an amount under subsection (2); or
(b) is, because of insolvency, unable to contribute an amount required
under subsection (1)(b) and (c),
the other partners shall contribute that amount according to the proportions in
which they are liable as among themselves.
42. Dissolution of partnership which has broken up
(1) A partnership which breaks up under section 35 shall stand dissolved if—
(a) all partnership property is distributed to persons entitled to it;
(b) any trust property has been transferred to—
(i) the person entitled to it; or
(ii) a trustee for that person;
(c) no liabilities are outstanding against the partnership;
(d) no claims are outstanding by or against the partnership; and
(e) if a liquidator has been appointed under section 53, the liquidator
has ceased to hold office without being replaced.