Limited Liability
Partnership Act, 2008
Eighteen chapter notes covering the hybrid form of business organisation that combines the flexibility of a partnership with the limited liability of a company — incorporation, the LLP agreement, the partners and their liabilities, designated partners, contribution and capital, conversion to and from LLP, winding up, and the interface with the Companies Act and the Partnership Act. Section first, scheme second, leading case third.
The 2008 Act — a third path between firm and company.
The Limited Liability Partnership Act 2008 created a third form of business organisation in Indian law, sitting between the unlimited-liability firm under the Indian Partnership Act 1932 and the limited-liability corporation under the Companies Act 2013. An LLP is a body corporate with perpetual succession, capable of holding property in its own name, with the partners liable only to the extent of their agreed contribution. The Act draws on the UK Limited Liability Partnerships Act 2000 and is administered through the Registrar of Companies under the Ministry of Corporate Affairs.
These notes anchor every chapter to its statutory section. The most-tested provisions are Section 3 (LLP as body corporate), Section 7 (designated partners), Section 23 (LLP agreement), Section 26 (limitation of liability), Section 27 (extent of liability of LLP), Section 30 (unlimited liability in case of fraud), the conversion provisions in Sections 55 to 58, and the winding-up procedure under Section 63 read with the Insolvency and Bankruptcy Code.
Each chapter is designed to be read in twelve to fifteen minutes and to leave the reader with the statutory section, the distinction from a firm and from a company, the partner’s liability position, the compliance requirement, and the leading authority.
How to read these notes
Start with the section.
Every chapter opens with the precise Section of the LLP Act 2008. Read it. The most-tested provisions — Section 3 (body corporate), Section 7 (designated partners), Section 26 (limitation of liability), Section 30 (fraud carve-out) — must be cited section-and-sub-section.
Identify the form-distinction.
Every LLP question runs through a three-form comparison: firm under the 1932 Act, LLP under the 2008 Act, company under the 2013 Act. Each form has its own liability regime, its own compliance burden, and its own tax treatment. Identifying which form applies and why is the first analytical move.
Test on the leading case.
If you can restate the holding of Salomon v. Salomon, Cox v. Hickman, or Madras Hindu Mutual Benefit Permanent Fund Ltd v. T.M. Doraiswami Ayyar in two sentences, you understand the chapter. If not, return to the statutory section and rebuild from there.
All 18 chapters, in 4 groups
Sequenced through the natural structure of the subject — every chapter sits in a doctrinal cluster.Foundations — Nature & Incorporation
Sections 1–11 — forming an LLP
The Act’s scope and applicability, the definition of LLP under Section 2(1)(n), the LLP as a body corporate with perpetual succession under Section 3, the eligibility of partners, the procedure for incorporation under Sections 11 to 12, the effect of registration, and the rules on the LLP’s name including the LLP suffix and the prohibition of undesirable names.
Partners, Designated Partners & LLP Agreement
Sections 7–25 — governance and relations
The categories of partners — ordinary partners under Section 22 and designated partners under Section 7 with the requirement that at least two must be appointed and at least one must be resident in India. The LLP agreement under Section 23 and its alteration. The First Schedule’s default provisions where the LLP agreement is silent. The mutual rights and duties of partners.
Liabilities, Contribution & Books
Sections 26–41 — liability and capital
The Section 26 limitation of partner liability to the agreed contribution, the Section 27 extent of LLP liability for the acts of its partners, the Section 30 unlimited liability carve-out for fraud, the contribution under Section 32, the assignment and transfer of partnership rights, and the LLP’s obligation to maintain books of account and file the annual statement.
Conversion, Winding Up & Wrap-Up
Sections 55–64 + reference
The conversion of a firm to an LLP under Section 55 read with the Second Schedule, conversion of a private company to an LLP under Section 56 read with the Third Schedule, conversion of an unlisted public company under Section 57 read with the Fourth Schedule. The winding up of an LLP under Section 63 with the procedural rules. The interface with the Insolvency and Bankruptcy Code 2016, and the landmark NCLT and NCLAT decisions.