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Microlesson · 5-min read

Meaning, Concept and Hybrid Nature of LLP [Section 2(n)]

## LLP – Meaning and Concept

### Statutory definition – Section 2(n)

'Limited Liability Partnership' means a partnership formed and registered under this Act.

### Three key ideas

1. A new form of legal business entity — it is not a partnership under the Indian Partnership Act, 1932, and not a company under the Companies Act, 2013. It is a distinct form created by the LLP Act, 2008.

2. Separate legal entity with limited liability — the LLP itself is liable to the full extent of its assets, but the partners' liability is limited to their agreed contribution.

3. Hybrid character — the LLP combines:

  • the corporate structure of a company (separate personality, perpetual succession, limited liability), AND
  • the partnership-firm flexibility (internal management governed by mutual agreement among partners).

### Why this matters

  • Creditors deal with the LLP as a person; they cannot, in the ordinary course, pursue the partners' personal assets.
  • Partners can craft their own LLP agreement to define profit-sharing, duties, capital, decision-making, exit rules — without the heavy procedural rules that bind a company.

Worked example

### Example 1

Q. Three CAs in practice want a business vehicle that gives them limited liability but lets them retain control like a partnership. Suggest the form.

A. A Limited Liability Partnership (LLP) — it provides limited liability (like a company) plus internal governance flexibility through the LLP agreement (like a partnership).

⚠️ Common exam mistakes

  • Calling an LLP a 'company' — it is a separate body corporate but is not a company under the Companies Act.
  • Saying that partners have no liability at all — partners are liable to the extent of their agreed contribution.
Bare-Act text Section 2(1)(n) · Limited Liability Partnership Act, 2008 · click to expand
'Limited liability partnership' means a partnership formed and registered under this Act.
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