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Microlesson · 5-min read

Partner's Business Transactions with LLP & Application of Companies Act (Sections 66 & 67)

## Section 66 — Business Transactions of Partner With LLP

A partner of an LLP may:

  • Lend money to the LLP, AND
  • Transact other business with the LLP,

and has the same rights and obligations with respect to the loan or other business transaction as a person who is not a partner.

### Implication

The partner is treated at arm's length:

  • Loan to LLP → recoverable like a third-party creditor's loan.
  • Sale of goods to LLP → enforceable like a third-party seller's contract.

## Section 67 — Application of Provisions of Companies Act

### Sub-section (1)

The Central Government may, by notification, direct that provisions of the Companies Act shall apply to LLPs, with such exception, modification and adaptation as may be specified.

### Sub-section (2)

A copy of every notification proposed to be issued under sub-section (1) shall be:

  • Laid before each House of Parliament, and
  • Approved before issuance.

### Object

Section 67 acts as a flexibility clause — allows Government to plug regulatory gaps in the LLP Act by selectively importing Companies Act provisions.

Worked example

### Example 1

Example: Mr. M, a partner in DEF LLP, lends ₹10 lakhs to the LLP at 12% interest. The LLP defaults. Can Mr. M sue?

Answer: Yes. Under Section 66, Mr. M has the same rights as a non-partner lender. He can recover the loan + interest by suing the LLP.

### Example 2

Example: Central Government wants certain Companies Act provisions on disqualification to apply to LLP designated partners.

Answer: It may issue a notification under Section 67(1) with suitable modifications. Such notification must be laid before Parliament and approved (67(2)).

⚠️ Common exam mistakes

  • Believing a partner's loan to LLP is treated as capital contribution — Section 66 specifically makes it a third-party-style transaction.
  • Assuming Companies Act automatically applies to LLPs — applies only through Section 67 notification, after Parliamentary approval.
Reference: Sections 66 & 67 — Limited Liability Partnership Act, 2008
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