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Microlesson · 5-min read

Introduction to LLP

# Introduction to the LLP Act, 2008 [Sections 1 and 4]

## Applicability

  • The LLP Act, 2008 is applicable to whole of India.
  • Important: The Indian Partnership Act, 1932 is NOT applicable to LLPs.

## What is an LLP?

An LLP is an alternative corporate business vehicle that combines:

  • Benefit of limited liability at low compliance cost, AND
  • Flexibility to partners in organising their internal structure as in a traditional partnership.

## Liability Structure

EntityLiability
LLP itselfLiable to the full extent of its assets
PartnersLimited to the extent of their capital contribution

## Administration

  • MCA and ROC administer the LLP Act.
  • Central Government has authority to frame rules and amend them.

## LLP vs Traditional Partnership at a Glance

FeatureLLPPartnership Firm
Governing lawLLP Act, 2008Indian Partnership Act, 1932
Separate legal entityYesNo
Liability of partnersLimitedUnlimited & joint and several
Perpetual successionYesNo

Worked example

### Example 1

Example: Mr A and Mr B set up a chartered accountancy practice as an LLP with a contribution of ₹10 lakhs each. If the LLP incurs a ₹50 lakh liability due to a wrongful act by an employee, Mr A and Mr B's personal assets are protected — only the LLP's assets and their ₹10 lakh contributions are at risk.

⚠️ Common exam mistakes

  • Applying provisions of the Indian Partnership Act, 1932 to LLPs — they don't apply.
  • Believing partners are unlimited liability holders — liability is limited to capital contribution (except in cases of fraud).
  • Confusing the regulator — LLPs are regulated by MCA and ROC, not by Registrar of Firms.
Reference: Sections 1 and 4 — LLP Act, 2008
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