# Number of Partners (Section 6)

## Minimum & Maximum

Particular	Requirement
Minimum	2 partners
Maximum	No limit (unlike a private company which has a cap of 200)

## Consequence of Reduction Below Minimum

If the number of partners is reduced below 2 AND the LLP continues business for more than 6 months with the reduced number, then:

The sole remaining partner (who knows that he is carrying on business alone) shall be personally liable for the obligations of the LLP incurred after the lapse of 6 months.
The benefit of limited liability (the defining feature of an LLP) is lost for that period.

## Pictorial Timeline

```

Partner count drops to 1 ──── 6 months grace ────→ Personal liability begins

↑ ↑

LLP can still operate Sole partner = personally liable

```

## Two Cumulative Conditions for Personal Liability

Both must be satisfied:

1. Sole partner continues business for more than 6 months; AND

2. He has knowledge that he is the only partner.

Worked example

### Example 1

Q. ABC LLP had 3 partners. Two retired on 1st January 2025, leaving only Mr. C. Mr. C continued business and incurred a debt of ₹5 lakhs on 1st October 2025. Is Mr. C personally liable?

A. Yes. The 6-month grace period ended on 1st July 2025. The debt was incurred after that date and Mr. C had knowledge of being the sole partner. Therefore he is personally liable for the ₹5 lakhs.

### Example 2

Q. Same facts, but the debt was incurred on 1st May 2025. Is Mr. C personally liable?

A. No. The debt was incurred within the 6-month grace period. The limited liability protection of the LLP still applies for this debt.

⚠️ Common exam mistakes

Confusing the 6-month grace period of an LLP with the analogous provisions under the Companies Act (which now stand altered).
Assuming personal liability arises immediately when the number drops below 2 — there is a 6-month buffer.
Forgetting the second condition: the partner must have knowledge of the fact.

Bare-Act text Section 6 · Limited Liability Partnership Act, 2008 · click to expand

Section 6 — Every LLP shall have at least two partners. If at any time the number of partners of a LLP is reduced below two and the LLP carries on the business for more than 6 months while the number is so reduced, the person who is the only partner during the time that it so carries on business after those 6 months and has the knowledge of the fact that it is carrying on business with him alone, shall be liable personally for the obligations of the LLP.

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →

Number of Partners & Consequence of Reduction (Section 6)

Worked example

⚠️ Common exam mistakes