## LLP vs Partnership Firm

Basis	LLP	Partnership Firm
Regulating Act	LLP Act, 2008	Indian Partnership Act, 1932
Body Corporate	Yes	No
Separate Legal Entity	Yes	No (firm not distinct from partners)
Registration	Mandatory	Voluntary
Perpetual Succession	Yes — members may join/leave but existence continues	No
Suffix to Name	Must end with 'Limited Liability Partnership' or 'LLP'	No guidelines
Liability of Partner	Limited to agreed contribution	Unlimited (joint & several)
Mutual Agency	A partner can bind the LLP, but not other partners	Each partner can bind firm AND other partners
Designated Partners	≥ 2 DPs; at least 1 resident in India	No such concept
Common Seal	LLP may have a common seal	No such concept
Legal Compliances	DPs responsible	All partners responsible
Annual Filing	SAS + Annual Return (with RoC)	No such requirement
Foreign Partner	Foreign nationals can be partners	Cannot be partners
Minor as Partner	Not allowed (even for benefit)	May be admitted to benefits of partnership

### Memory Anchor

Mutual agency is the single most important conceptual difference. In a firm, every partner is the agent of every other partner. In LLP, a partner can act for the LLP but not make other partners personally liable.
Minor in LLP is a frequent exam trap — even 'for benefit' is not allowed.

Worked example

### Example 1

Example: A 16-year-old wishes to be 'admitted to benefits' of an LLP. Is this allowed?

Answer: No. Unlike a partnership firm (where Section 30, Partnership Act 1932 permits admission to benefits), an LLP does NOT allow minors as partners — not even for benefit.

### Example 2

Example: A and B are partners in an LLP. A enters into an unauthorised contract that harms a third party. Is B personally liable?

Answer: No (Section 28 + absence of mutual agency in LLP). In a partnership firm, B would have been jointly and severally liable.

⚠️ Common exam mistakes

Treating LLP partners' liability as unlimited like firm partners — it is limited to agreed contribution (subject to fraud exception under Section 30).
Permitting a minor to join LLP for benefits — not allowed.
Believing registration of an LLP is optional — it is mandatory.
Allowing a foreign national in a firm — not allowed; permitted only in LLP.

Reference: — Limited Liability Partnership Act, 2008

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LLP vs Partnership Firm — Comparison

Worked example

⚠️ Common exam mistakes