# LLP — Partners (Sec 5 & 6)

## Section 5 — Who can become a Partner

An individual or a body corporate may become a partner.

### Disqualifications (individuals only)

An individual cannot be a partner if:

1. He has been declared of unsound mind by a competent court;

2. He is an undischarged insolvent; or

3. He has applied to be adjudicated an insolvent and the application is pending.

### Concept clarity

Question	Answer
Can HUF be a partner?	No. HUF is not a Body Corporate.
Can one LLP become partner in another LLP?	Yes. LLPs are BCs and BCs can be partners.
Can foreign LLPs / foreign companies be partners?	Yes. They are Body Corporates.

## Section 6 — Minimum number of Partners

Minimum: 2
Maximum: No limit

### Reduction below 2

If the number of partners is reduced below 2 and the LLP continues to carry on business for more than 6 months, then:

The sole remaining partner, who knows of this fact, shall be personally liable for obligations of the LLP incurred after those 6 months.

Worked example

### Example 1

Q. Mr R is an undischarged insolvent. Can he be admitted as a partner in XYZ LLP?

A. No. Sec 5 specifically disqualifies an undischarged insolvent from becoming a partner.

### Example 2

Q. AB LLP had 2 partners — A and B. B died on 1 January 2025. A continued the business alone until 1 October 2025. On 15 August 2025, A entered into a contract with C, who is now suing for default. What is A's liability?

A. The 6-month window expired on 1 July 2025. The contract with C dated 15-Aug-2025 falls after this date. A, knowing the partner count had fallen below 2, is personally liable to C for obligations incurred from 1-Jul-2025 onwards. [Sec 6]

### Example 3

Q. Can the Karta of an HUF, in his individual capacity, become a partner in an LLP?

A. Yes — as an individual, he can. The bar is on the HUF itself (because HUF is not a Body Corporate), not on its members in their individual capacity.

⚠️ Common exam mistakes

Allowing an HUF to be a partner — HUF is not a Body Corporate.
Stating a maximum cap of 50/100 partners (that's for companies/firms under Partnership Act). LLPs have no maximum under Sec 6.
Triggering personal liability of the remaining partner from day 1 — liability attaches only after 6 months of continuing below the minimum, and only if the partner knows of the fact.
Confusing 'declared insolvent' with 'application pending' — both are disqualifications, but undischarged insolvent and pending application are separate grounds.

Bare-Act text Sections 5 & 6 · Limited Liability Partnership Act, 2008 · click to expand

Section 5: Any individual or body corporate may be a partner in a limited liability partnership: Provided that an individual shall not be capable of becoming a partner of a limited liability partnership, if — (a) he has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force; (b) he is an undischarged insolvent; or (c) he has applied to be adjudicated as an insolvent and his application is pending. Section 6: (1) Every limited liability partnership shall have at least two partners. (2) If at any time the number of partners of a limited liability partnership is reduced below two and the limited liability partnership carries on business for more than six months while the number is so reduced, the person, who is the only partner of the limited liability partnership during the time that it so carries on business after those six months and has the knowledge of the fact that it is carrying on business with him alone, shall be liable personally for the obligations of the limited liability partnership incurred during that period.

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Partners — Sections 5 & 6 (eligibility and minimum number)

Worked example

⚠️ Common exam mistakes