Minimum and Maximum Numbers of Partners in LLP vis-a-vis partnership

Kumar Pal Mehta , Last updated: 28 February 2021
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Update: Stakeholders are hereby informed that the Central Government, in Ministry of Corporate Affairs, under section 67(1) of LLP Act, 2008 will be extending Sub- sections (1) to (11) of section 90, Sub- sections (1) and (2) of section 164 , Sub-sections (1) and (3) to (6) of section 165, Sub-section (1) to (3) of section 167, Sub-section (5) of section 206, sub-section (3) of section 207, Sub-sections (1) to (3) of section 252 and Sub-sections (1) to (4) of Section 439 of the Companies Act, 2013 to limited liability Partnerships with modification and adaptation soon. Accordingly, limited liability Partnerships, Partners and Designated partners thereof are advised to take note of the same for appropriate action.

Particular

The LLP

The Partnership

Minimum Number of Partners

Maximum Number of Partners

No Limit

(Effective from 01/04/2014)

As per Section 6(1) of LLP Act, 2008

(1) Every limited liability partnership shall have at least two partners.

It is basic essence of any partnership to have at least two as a partner. Under LLP act, 2008 the Number of Minimum partner are at least Two, whereas there is no limit on maximum number of partner in LLP act, 2008.

Under Partnership Act, 1932 there is no such limit on minimum number and maximum number of partners in partnership firm is mentioned. As per Section 4 of The partnership Act, 1932 - "Partnership" is the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all. There word used is persons which is plural word. Persons means more than one person.

Interestingly, the limit on maximum number of partners in un-partnership is coming from

Section 464 of Companies Act, 2013 i.e.

464. (1) No association or partnership consisting of more than such number of persons as may be prescribed* shall be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the association or partnership or by the individual members thereof, unless it is registered as a company under this Act or is formed under any other law for the time being in force:

Provided that the number of persons which may be prescribed under this sub-section shall not exceed one hundred.

*Rule 10 of the Companies (Miscellaneous) Rules, 2014 - Association or partnership of persons exceeding certain number - No association or partnership shall be formed, consisting of more than fifty persons for the purpose of carrying on any business that has for its objects the acquisition of gain by the association or partnership or by individual members thereof, unless it is registered as a company under the Act or is formed under any other law for the time being in force.

Previously, Section 11 of Companies Act, 1956, was applicable

11. PROHIBITION OF ASSOCIATIONS AND PARTNERSHIPS EXCEEDING CERTAIN NUMBER

1. No company, association or partnership consisting of more than ten persons shall be formed for the purpose of carrying on the business of banking, unless it is registered as a company under this Act, or is formed in pursuance of some other Indian law.

2. No company, association or partnership consisting of more than twenty persons shall be formed for the purpose of carrying on any other business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed in pursuance of some other Indian law.

Hence, In case of LLP there is no limit of maximum number of partners whereas in partnership the maximum number of partner is fifty effective from 01/04/2014. Although, if the partnership firm is registered under Companies act, 2013 or any other Statues, then there is no such upper limit.

This Note for the purpose of knowledge sharing among the professionals and shall not be treated as solicitation in any manner or for any other purpose whatsoever. It may also be legally privileged and shall not be used as a legal opinion and not to be used for rendering any professional advice.

To know more about the registration, ROC forms, and compliance requirements of an LLP, click here