(a) Winding up and dissolution of general partnerships

The Partnership Act (Cap. 29) regulates the winding up and dissolution of general partnerships in
Kenya. According to the Act, a partnership may be dissolved in any of the following ways: by
consent of the partners, by notice provided to the other partners, by the death or bankruptcy of a
partner, or by a court order.
Regarding consent of the partners, if the partners have a legally binding contract, they may
terminate the partnership whenever they each choose to. The partnership agreement must clearly
spell out the procedure for dissolution as well as the responsibilities of each partner in the event
of dissolution.
If doing so is reasonable and equitable, or if there are other acceptable grounds, any partner may
get an order to wind up from the court in the wake of a court order if the partnership cannot
continue operating. The partners must fulfill the partnership's obligations, sell its assets, and then
divide the revenues among themselves according to their individual shares or as otherwise
agreed. Partners may be held liable for the unpaid debts if there are not enough assets to satisfy
them. In order to wind up the partnership's affairs and disperse its assets to the partners, the court
may also appoint a liquidator.

b.) Winding up of a company on just and equitable grounds.

Even though dissolving a corporation might be a particularly drastic move, it may be required in
cases when there is no alternative method to settle shareholder disagreements or when the
operations are being run in an unethical or oppressive manner against the firm's members.
Protecting the interests of the company's stakeholders and ensuring that the company's operations
are conducted in a legitimate and transparent manner are the ultimate goals of winding up on just
and equitable terms.

A court may decide to dissolve a business on reasonable and equitable grounds on a variety of
grounds.
A deadlock, which happens when there is a complete breakdown in the management of the
company due to irreconcilable differences between the directors or shareholders, and there is no
alternative approach to resolve the deadlock.

When the primary object or purpose for which the company was formed has become impossible
to achieve, has been achieved, or has been abandoned by the company this births a situation
known as the loss of substratum.

When the majority shareholders' or directors' behavior is oppressive, unfairly prejudiced, or

discriminating toward the minority shareholders, and there is no another acceptable remedy, this
is known as unfair prejudice.

When assessing whether to grant the order for winding up, the court will take into account a
number of variables, such as the relationships between the shareholders and the effects of
winding up the company in question. The court will issue the order, and the corporation will be
wound up, if it is determined that doing so is the only reasonable and equitable course of action.