Introduction
The Republic of Rwanda has for the first time enacted a Law governing partnerships. Law Nº 008/2021 of 16/02/2021(the Law) defines partnerships as a relationship between two or more partners carrying on a business in common with a view to making a profit under a partnership.

Types of partnerships
The law provides for three types of partnerships: a.General partnership in which all partners have unlimited liability; b. Limited partnership which has one or more partners each with unlimited liability and one or more partners each with limited liability for the debts of the partnership; and c. Limited liability partnership in which the liability of the partners for the debts of the partnership is limited to their capital contribution.
It also covers foreign partnerships defined as partnerships formed in a foreign country and registered and carrying on business in or from Rwanda.
However, a partnership formed in a member state of the East African Community and partnerships from countries having relevant agreements with Rwanda are accorded national treatment.

With regard to the legal status of a partnership, a limited liability partnership is an entity with a legal personality unlike general and limited partnerships.

Formation of partnerships
Two or more partners may form a partnership by filling a statement of partnership existence as provided by the Registrar General and by complying with the provisions of the Law on Partnerships. A partnership may be formed for a fixed term, for a single adventure or undertaking, or for an indeterminate duration.
A partnership registered in Rwanda has full capacity and rights to undertake any business activity and do any act relating to its mission.

Modalities for formation
When a partnership has legal personality, a partnership agreement has a binding force between the partnership and each partner, and between the partners themselves. It is thus capable of suing and being sued in its own name.
When a partnership has no legal personality, the partnership agreement is a binding contract between the partners only. All the partners, other than limited partners, must be parties to a court action.

The Partnership Agreement
The new Law has listed the elements that have to be included in a partnership agreement as follows:
1) the name and address of the partnership; 2) the type and duration of partnership; 3) names of partners; 4) business activity; 5) capital contributions of partners; 6) compensation of partners; 7) the management of partnership; 8) conditions under which new partners are admitted into the partnership where so provided by the partners; 9) modalities for sharing profits and losses; 10) dispute resolution mechanism; 11) modalities for ceasing to be a partner; and 12) rights to be conferred to a third party where necessary.
A partnership agreement has a binding force between the partnership and each partner, and between the partners themselves when a partnership has legal personality. When a partnership has no legal personality, the partnership agreement is a binding contract between the partners only.
The partnership agreement may be amended by a written document signed by the partners in accordance with the provisions of the partnership agreement.

Partnership name
With regard to partnership name, the name of a general partnership must end with the words “general partnership” or the abbreviation “GP”,a limited partnership must end with the words “limited partnership” or the abbreviation “LP”,a limited liability partnership must end with the words “limited liability partnership” or the abbreviation “LLP” and the name of a partnership which has legal personality must also include the word “Separate” or the abbreviation “S” before the end word, which describes the type of partnership.
The new Law lists three instances where a partnership will not be registered: no partnership may be registered under a name which is identical to that of an existing partnership, company or statutory corporation or that nearly resembles that name as to be likely to mislead. An exception to this is where the existing partnership, company or statutory corporation is in the course of being dissolved and gives its consent in a manner required by the Registrar General: Secondly, if the name is identical to a business name registered or so nearly resembles that name as to be likely to mislead and thirdly, a name which, or the use of which, would contravene the law or the good morals.

Certificate of partnership
A certificate of partnership registration is evidence that all requirements of this Law in respect of registration have been complied with and indicates that the partnership has been duly registered under the Partnership Law on the date of registration stated in the certificate in a form prescribed by the Registrar General.

The unique features of each type of partnership
This novel law has properly catered for the features of each form of partnership. Some of the aspects of each type of partnership it broadly discusses are: capital contribution, duties and rights of partners, admission into partnership and ceasing as partner, dismissal as partner, and the management, accounting and liability of each partnership, among others.

Winding up and dissolution of partnerships
The new Law has also provided common provisions on winding up and dissolution of partnerships. Winding up of a partnership may be either voluntary or by order of a competent court.These two methods will lead to a partnership’s dissolution which will be effected by a resolution agreed upon by all the partners submitted to the Registrar General expressing their intention to dissolve the partnership.


Conclusion
The final chapter of this new law provides for Faults and Sanctions, Offences and Penalties in the course of carrying out a partnership business.
Partnerships offer more advantages including ease in establishment, low startup costs, availability of more capital for the business, greater borrowing capacity, high-calibre employees can also have the opportunity to be made partners.
It is equally easy to change a legal structure of the partnership later in case of change of circumstances.
The Law on Partnerships will ultimately have a resultant positive effect on the economy. It will also continue to ease the doing of business in Rwanda by according business people with more choices in selecting the business model they prefer.