Chapter V - Extent and Limitation of Liability of Limited Liability Partnership and Partners
Section 28
Section 28: extent of liability of partner
LLP status alone does not make a partner personally liable for the LLP's obligation; a partner remains liable for that partner's own wrongful act or omission.
On this page
Need advice on Section 28?
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) A partner is not personally liable, directly or indirectly for an obligation referred to in sub-section (3) of section 27 solely by reason of being a partner of the limited liability partnership.
(2) The provisions of sub-section (3) of section 27 and sub-section (1) of this section shall not affect the personal liability of a partner for his own wrongful act or omission, but a partner shall not be personally liable for the wrongful act or omission of any other partner of the limited liability partnership.
Key takeaways
Core rule
LLP status alone does not make a partner personally liable for the LLP's obligation; a partner remains liable for that partner's own wrongful act or omission.
Practical step
Identify whether the debt is the LLP's
How the section operates
LLP status alone does not make a partner personally liable for the LLP's obligation; a partner remains liable for that partner's own wrongful act or omission.
Practical steps
Identify whether the debt is the LLP's; ask whether the partner committed their own wrongful act; separate each partner's conduct.
Practical preparation
Review these items against the Act and LLP records.
- Identify whether the debt is the LLP's
- Ask whether the partner committed their own wrongful act
- Separate each partner's conduct.
Practical checklist
Do
- Identify whether the debt is the LLP's
- Ask whether the partner committed their own wrongful act
- Separate each partner's conduct.
Avoid
- Do not assume LLP status alone settles liability without applying the section's stated conditions.
Illustrative example
Hypothetical: extent of liability of partner
Harbor LLP owes a supplier, and its other partner had no role in the transaction.
Step 1
Classify the obligation under section 27(3)
Step 2
Identify any wrongful conduct by the partner
Step 3
Assess personal liability only on an applicable basis.
Outcome
- The uninvolved partner is not personally liable solely because of partner status.
Glossary
- wrongful act or omission
- A partner's own conduct or failure to act that can create personal liability under section 28(2).
Frequently asked questions
What does section 28 provide?
LLP status alone does not make a partner personally liable for the LLP's obligation; a partner remains liable for that partner's own wrongful act or omission.
What should be checked?
Identify whether the debt is the LLP's; ask whether the partner committed their own wrongful act; separate each partner's conduct.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026