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Microlesson · 5-min read

Key Definitions

# Key Definitions under the LLP Act, 2008

Understanding the technical terms in Section 2 is the foundation for the rest of the Act. Each definition has a precise scope — what is included and what is excluded.

## 1. Body Corporate [Sec 2(1)(d)]

Includes:

  • A company under the Companies Act
  • LLP registered under the LLP Act
  • LLP incorporated outside India
  • Company incorporated outside India

Excludes:

  • Corporation sole
  • Co-operative society
  • Any other body corporate notified by the Central Government

> Practical takeaway: An HUF is not a body corporate, so it cannot become a partner in an LLP. But a foreign LLP, a foreign company, or another Indian LLP can.

## 2. Business [Sec 2(1)(e)]

Includes every trade, profession, service, and occupation, except any activity that the Central Government may notify to exclude.

## 3. Financial Year [Sec 2(1)(l)]

The period from 1st April of a year to 31st March of the following year.

Special rule for new LLPs: If an LLP is incorporated after 30th September, its first FY may end on 31st March of the next following year.

## 4. Foreign LLP [Sec 2(1)(m)]

An LLP formed, incorporated, or registered outside India that establishes a place of business within India.

## 5. LLP Agreement [Sec 2(1)(o)]

A written agreement between:

  • the partners of the LLP, OR
  • the LLP and its partners

It determines the mutual rights and duties of the partners, and their rights and duties in relation to the LLP.

## 6. Small LLP [Sec 2(1)(ta)]

A Small LLP is one which:

1. Has contribution ≤ ₹25 lakhs (or such higher amount as prescribed, not exceeding ₹5 crores), AND

2. Has turnover (as per Statement of Accounts & Solvency) ≤ ₹40 lakhs (or such higher amount as prescribed, not exceeding ₹50 crores), OR

3. Meets such other terms and conditions as may be prescribed.

## Section 4 — Non-Applicability of Indian Partnership Act, 1932

Save as otherwise provided, the Indian Partnership Act, 1932 does not apply to LLPs. LLPs are governed by their own Act.

Worked example

### Example 1

Example — First FY of a new LLP: An LLP is incorporated on 15/10/2024. Since it is incorporated after 30th September, its first FY may run from 15/10/2024 to 31/03/2026 (instead of ending on 31/03/2025).

### Example 2

Example — Who can be a partner? ABC LLP wishes to admit XYZ HUF as a partner. Result: HUF is not a body corporate; it cannot become a partner in an LLP. However, if instead ABC LLP wished to admit PQR LLP (an Indian LLP) or a foreign LLP, that would be permitted because LLPs are bodies corporate.

⚠️ Common exam mistakes

  • Treating an HUF or a co-operative society as a body corporate eligible to be a partner — both are excluded.
  • Forgetting the 30th September cut-off for the special first-FY rule for newly incorporated LLPs.
  • Confusing the Small LLP thresholds — contribution ceiling is ₹5 crores and turnover ceiling is ₹50 crores (the prescribed upper bounds), not the entry-level ₹25 lakhs/₹40 lakhs.
  • Applying the Indian Partnership Act, 1932 to an LLP — Section 4 specifically excludes it.
Bare-Act text Sections 2(1) and 4 · Limited Liability Partnership Act, 2008 · click to expand
Section 2(1)(d) 'body corporate' means a company as defined in the Companies Act and includes — (i) a limited liability partnership registered under this Act; (ii) a limited liability partnership incorporated outside India; and (iii) a company incorporated outside India, but does not include — (i) a corporation sole; (ii) a co-operative society registered under any law for the time being in force; and (iii) any other body corporate (not being a company as defined in the Companies Act or a limited liability partnership as defined in this Act), which the Central Government may, by notification in the Official Gazette, specify in this behalf. Section 4. Save as otherwise provided, the provisions of the Indian Partnership Act, 1932 shall not apply to a limited liability partnership.
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