Limited Liability Partnerships (LLPs) have emerged as a preferred form of business structure in India due to their flexible management, limited liability, and lesser regulatory burdens compared to companies. One of the most frequently asked questions is: "Can an LLP have a corporate body as a partner?"
The answer is yes. Under the LLP Act, 2008, a body corporate, such as a company or another LLP, is allowed to become a partner in an LLP, subject to certain conditions.
This article explores the eligibility, legal framework, compliance requirements, advantages, and important considerations for having corporate partners in an LLP.
Section 5 of the Limited Liability Partnership Act, 2008 defines the eligibility of partners in an LLP:
“Any individual or body corporate may be a partner in a limited liability partnership.”
The term body corporate includes:
A company as defined in the Companies Act, 2013
A limited liability partnership registered under the LLP Act, 2008
A foreign LLP or company
Other corporate entities established under laws in India or abroad
Thus, an LLP can have companies, LLPs, and other corporate entities as its partners, provided they comply with applicable laws.
Here are some examples of entities that can become corporate partners in an LLP:
| Type of Entity | Eligible as Partner? | Remarks |
|---|---|---|
| Private Limited Company | Yes | Must authorize via Board Resolution |
| Public Limited Company | Yes | Similar process as above |
| LLP | Yes | May need Partner consent if specified in LLP Deed |
| Section 8 Company (Non-profit) | Yes | Subject to approval if object clause permits |
| Foreign Company or LLP | Yes | Must comply with FEMA, RBI, and MCA guidelines |
| Partnership Firm | No | Not a body corporate |
| Trust/Society | No | Not considered a "body corporate" under the Act |
When a corporate body becomes a partner, the following compliance steps are essential:
The corporate entity must pass a resolution authorizing its participation as a partner in the LLP and appointing a nominee (an individual) to act on its behalf.
As per Section 7(2) of the LLP Act, if a body corporate is a partner, it must nominate an individual as its Designated Partner, who will be responsible for compliance and act as the representative.
The nominated individual must hold a valid DIN (Director Identification Number) or DPIN (Designated Partner Identification Number).
The LLP must file Form 3 and Form 4 with the Ministry of Corporate Affairs (MCA) to record the appointment of the corporate partner and the designated partner.
If the corporate partner is a foreign company, it must comply with FEMA regulations, RBI filing, and know-your-customer (KYC) requirements.
Having companies or other LLPs as partners can bring several strategic and operational advantages:
Corporate partners can lend credibility and attract investments due to their financial and brand strength.
Companies that want to enter into joint ventures or R&D projects often prefer LLPs for flexibility, and having a corporate partner formalizes the collaboration.
Both the LLP and the corporate partner enjoy limited liability, thereby protecting the interests of shareholders or stakeholders.
Corporate partners offer more stability compared to individual partners, especially in cases of long-term projects.
Before admitting a corporate partner into an LLP, keep in mind the following points:
Ensure the MOA (Memorandum of Association) of the corporate partner allows participation in an LLP. Amendments may be required otherwise.
Conduct proper due diligence on the corporate partner, especially if it is a foreign entity.
Avoid potential conflicts in cross-partnerships or related-party transactions.
The individual nominated by the corporate body as a Designated Partner must understand the legal responsibilities, including compliance with:
Filing of annual returns
Maintenance of books of accounts
Audit requirements (if turnover > ₹40 lakh)
Joint Ventures: Two companies forming an LLP to handle a specific project.
Strategic Subsidiaries: A holding company establishing an LLP as a special purpose vehicle (SPV).
Business Diversification: An LLP expanding into new markets through collaboration with other LLPs or companies.
Yes, an LLP can have corporate partners in India. The LLP Act, 2008 permits any body corporate, including companies and other LLPs, to be admitted as a partner, provided they appoint an individual as a Designated Partner.
This structure is particularly useful for joint ventures, professional collaborations, investment structures, and foreign companies looking for easier market entry. However, it's important to follow legal formalities, ensure FEMA compliance (if foreign), and maintain transparency in roles and responsibilities.