# LLP vs Partnership Firm — A Comparative View
| Basis | LLP | Partnership Firm |
|---|---|---|
| Regulating Act | Limited Liability Partnership Act, 2008 | Indian Partnership Act, 1932 |
| Body Corporate | Yes — it is a body corporate | No — not a body corporate |
| Separate Legal Entity | Distinct legal entity separate from members | Group of persons; no separate legal entity |
| Name | Must contain 'Limited Liability Partnership' or 'LLP' as suffix | No guidelines; partners may choose any name |
| Liability of each Partner | Limited to agreed contribution (except wilful fraud) | Unlimited; extends to personal assets |
| Designated Partners (DPs) | Minimum 2 DPs; at least 1 must be resident in India | No such provision |
| Registration | Mandatory; LLP can sue & be sued in its own name | Voluntary; only a registered firm can sue third party |
| Perpetual Succession | Yes — death/insanity/retirement/insolvency of partners does not affect existence | No — events affecting partners may affect existence |
| Common Seal | May have a common seal as official signature | No such provision |
| Foreign Partners | Foreign nationals can become partners | Foreign nationals cannot become partners |
| Minor as Partner | Minor cannot be admitted to benefits of LLP | Minor can be admitted to benefits of partnership with consent of existing partners |
## Key Takeaways
- LLP converts personal liability risk into a structured corporate-style limited liability.
- LLP mandates registration, unlike partnership where registration is voluntary (but practically essential to enforce rights).
- The minor partner rule is one of the few areas where the older partnership form is more permissive.