Chapter III - Incorporation of Limited Liability Partnership and Matters Incidental Thereto
Section 14
Section 14: Effect of registration
Registration gives the LLP, in its own name, capacity to sue and be sued, deal with property, choose whether to have a common seal, and perform other lawful acts of a body corporate.
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Need advice on Section 14?
This article is for general information. Refer to the Limited Liability Partnership Act, 2008 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
On registration, a limited liability partnership shall, by its name, be capable of— (a) suing and being sued; (b) acquiring, owning, holding and developing or disposing of property, whether movable or immovable, tangible or intangible; (c) having a common seal, if it decides to have one; and (d) doing and suffering such other acts and things as bodies corporate may lawfully do and suffer.
Key takeaways
Litigation in its name
The LLP can sue and be sued by its registered name.
Property capacity
The LLP can acquire, own, hold, develop or dispose of movable or immovable, tangible or intangible property.
Optional common seal
Section 14 makes a common seal a choice, not a universal requirement.
Identify the legal actor
Use the incorporated LLP’s name in proceedings and instruments when the LLP is the party. Section 14 locates these capacities in the registered entity.
Document property transactions
The property clause covers both tangible and intangible property. Match transaction records to the LLP’s registered name and relevant authority.
Decide whether a seal is needed
The Act permits a common seal if the LLP decides to have one. Check the particular instrument and applicable rules before assuming a seal is required.
Practical preparation
Review these points for the specific transaction or filing.
- Use the LLP’s registered name for contracts and proceedings.
- Record property transactions in the LLP’s own name.
- Decide whether a common seal is needed for the LLP’s operations.
- Keep authorisation records for acts undertaken on the LLP’s behalf.
Practical checklist
Do
- Use the registered LLP name in contracts and proceedings.
- Keep records showing authority for major property transactions.
Avoid
- Do not assume registration transfers a partner’s personal property to the LLP.
- Do not describe a common seal as mandatory under section 14.
Illustrative example
Hypothetical: LLP property purchase
Dawn LLP buys equipment for its business after registration.
Identify buyer
Name the registered LLP as the acquiring entity.
Record asset
Retain the purchase documents in the LLP’s records.
Check execution
Use an authorised signatory and a common seal only if the LLP has chosen to have one.
Outcome
- Section 14 gives the LLP capacity to own the equipment in its own name; a common seal is optional.
Glossary
- Legal capacity
- The ability of the incorporated LLP to perform the listed acts in its own name.
- Common seal
- An optional formal seal the LLP may decide to have.
Frequently asked questions
Can an LLP hold immovable property?
Yes. Section 14(b) expressly includes movable and immovable property.
Must an LLP have a common seal?
No. Section 14(c) permits a seal if the LLP decides to have one.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026