# Partners of LLP [Sections 5, 6 and 22]

## Who Can be a Partner?

Individual or Body Corporate can be a partner in an LLP.
Persons subscribing to the incorporation document shall be partners of the LLP.
Other persons may become partners as per the LLP Agreement.

## Number of Partners

Minimum: 2 partners
Maximum: No limit

## Consequence of Falling below Minimum

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

The remaining partner (who had knowledge that the LLP was carrying business with him alone) becomes personally liable for the obligations of the LLP incurred after such 6 months.

## Disqualifications for Individual Partnership

An individual cannot become a partner if he is:

1. Found to be of unsound mind by a competent court (and the finding is in force);

2. An undischarged insolvent; or

3. An application is pending to be adjudged as insolvent.

## Definitions

### Body Corporate

Includes:

Company under Companies Act, 2013
Company incorporated outside India
LLP registered under this Act
LLP incorporated outside India

Does NOT include:

Corporation sole
Firm
Co-operative society
HUF (Hindu Undivided Family)
Other body corporate as specified by CG

### LLP Agreement

An agreement between partners or between LLP and its partners determining their mutual rights and duties.

Worked example

### Example 1

Example 1: A & B form an LLP. B retires on 1st January 2025, leaving A as the sole partner. A continues the business alone until 1st October 2025 (9 months). For obligations incurred between 1st July 2025 (i.e., after 6 months) and 1st October 2025, A is personally liable since he knew the LLP was running with him alone.

### Example 2

Example 2: Mr X (an undischarged insolvent) wishes to become a partner in ABC LLP. He is disqualified under Section 5 and cannot be admitted as a partner.

### Example 3

Example 3: An HUF cannot become a partner in an LLP because HUF is expressly excluded from the definition of 'body corporate' under the LLP Act.

⚠️ Common exam mistakes

Assuming there is a maximum cap of partners (like 50 in companies/100 under old law) — there is NO maximum limit in LLPs.
Believing a sole remaining partner is immediately liable when partner count drops below 2 — personal liability arises only after 6 months AND only with knowledge of carrying business alone.
Allowing HUF or a partnership firm to become a partner of an LLP — both are excluded.

Reference: Sections 5, 6 and 22 — LLP Act, 2008

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Partners of LLP (Sections 5, 6, 22)

Worked example

⚠️ Common exam mistakes