Chapter IV - Partners and Their Relations
Section 23
Section 23: relationship of partners
The LLP agreement ordinarily governs mutual rights and duties, subject to the Act. Gaps are filled by the First Schedule.
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Need advice on Section 23?
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
(1) Save as otherwise provided by this Act, the mutual rights and duties of the partners of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its partners, shall be governed by the limited liability partnership agreement between the partners, or between the limited liability partnership and its partners.
(2) The limited liability partnership agreement and any changes, if any, made therein shall be filed with the Registrar in such form, manner and accompanied by such fees as may be prescribed.
(3) An agreement in writing made before the incorporation of a limited liability partnership between the persons who subscribe their names to the incorporation document may impose obligations on the limited liability partnership, provided such agreement is ratified by all the partners after the incorporation of the limited liability partnership.
(4) In the absence of agreement as to any matter, the mutual rights and duties of the partners and the mutual rights and duties of the limited liability partnership and the partners shall be determined by the provisions relating to that matter as are set-out in the First Schedule.
Key takeaways
Core rule
The LLP agreement ordinarily governs mutual rights and duties, subject to the Act. Gaps are filled by the First Schedule.
Practical step
Read the agreement for the issue
How the section operates
The LLP agreement ordinarily governs mutual rights and duties, subject to the Act. Gaps are filled by the First Schedule.
Practical steps
Read the agreement for the issue; file the agreement and changes; check post-incorporation ratification of written pre-incorporation obligations; consult the First Schedule for gaps.
Practical preparation
Review these items against the Act and LLP records.
- Read the agreement for the issue
- File the agreement and changes
- Check post-incorporation ratification of written pre-incorporation obligations
- Consult the First Schedule for gaps.
Practical checklist
Do
- Read the agreement for the issue
- File the agreement and changes
- Check post-incorporation ratification of written pre-incorporation obligations
- Consult the First Schedule for gaps.
Avoid
- Do not rely on an undocumented assumption about the statutory requirement.
Illustrative example
Hypothetical: relationship of partners
Cedar LLP's subscribers sign a written agreement before incorporation but do not ratify it afterward.
Step 1
Check whether all partners ratified after incorporation
Step 2
Identify the disputed duty
Step 3
Apply the agreement or First Schedule as section 23 directs.
Outcome
- The pre-incorporation agreement can impose obligations on the LLP under section 23(3) only if all partners ratify it after incorporation.
Glossary
- First Schedule
- The Act's default rules for matters absent from the LLP agreement.
Frequently asked questions
What does section 23 require?
The LLP agreement ordinarily governs mutual rights and duties, subject to the Act. Gaps are filled by the First Schedule.
What should the LLP check under section 23?
Read the agreement for the issue; file the agreement and changes; check post-incorporation ratification of written pre-incorporation obligations; consult the First Schedule for gaps.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026