Chapter V - Extent and Limitation of Liability of Limited Liability Partnership and Partners
Section 29
Section 29: holding out
A person who presents, or knowingly allows presentation, as an LLP partner can be liable to a creditor who relied on that representation; the LLP may also be liable for credit received.
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Need advice on Section 29?
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) Any person, who by words spoken or written or by conduct, represents himself, or knowingly permits himself to be represented to be a partner in a limited liability partnership is liable to any person who has on the faith of any such representation given credit to the limited liability partnership, whether the person representing himself or represented to be a partner does or does not know that the representation has reached the person so giving credit: Provided that where any credit is received by the limited liability partnership as a result of such representation, the limited liability partnership shall, without prejudice to the liability of the person so representing himself or represented to be a partner, be liable to the extent of credit received by it or any financial benefit derived thereon.
(2) Where after a partner's death the business is continued in the same limited liability partnership name, the continued use of that name or of the deceased partner's name as a part thereof shall not of itself make his legal representative or his estate liable for any act of the limited liability partnership done after his death.
Key takeaways
Core rule
A person who presents, or knowingly allows presentation, as an LLP partner can be liable to a creditor who relied on that representation; the LLP may also be liable for credit received.
Practical step
Preserve the representation
How the section operates
A person who presents, or knowingly allows presentation, as an LLP partner can be liable to a creditor who relied on that representation; the LLP may also be liable for credit received.
Practical steps
Preserve the representation; prove the creditor gave credit on its faith; trace credit or financial benefit received by the LLP.
Practical preparation
Review these items against the Act and LLP records.
- Preserve the representation
- Prove the creditor gave credit on its faith
- Trace credit or financial benefit received by the LLP.
Practical checklist
Do
- Preserve the representation
- Prove the creditor gave credit on its faith
- Trace credit or financial benefit received by the LLP.
Avoid
- Do not assume LLP status alone settles liability without applying the section's stated conditions.
Illustrative example
Hypothetical: holding out
Iris LLP's consultant is presented as a partner, and a lender relies on that status when extending credit.
Step 1
Identify who made or permitted the representation
Step 2
Establish the lender's reliance
Step 3
Trace what the LLP received.
Outcome
- The represented person may be liable under section 29(1), and the LLP may be liable to the extent the proviso specifies.
Glossary
- holding out
- A representation, or knowing permission of a representation, that a person is an LLP partner.
Frequently asked questions
What does section 29 provide?
A person who presents, or knowingly allows presentation, as an LLP partner can be liable to a creditor who relied on that representation; the LLP may also be liable for credit received.
What should be checked?
Preserve the representation; prove the creditor gave credit on its faith; trace credit or financial benefit received by the LLP.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026