Chapter II - Nature of Limited Liability Partnership
Section 3
Section 3: LLP to be a body corporate
An LLP formed and incorporated under the Act is a legal entity separate from its partners. Its existence and rights continue when its partner roster changes.
On this page
Need advice on Section 3?
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 limited liability partnership is a body corporate formed and incorporated under this Act and is a legal entity separate from that of its partners.
(2) A limited liability partnership shall have perpetual succession.
(3) Any change in the partners of a limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership.
Introduction
Section 3 gives incorporated LLPs a separate legal identity and continuity. It does not by itself state that every partner is free from every statutory or contractual liability; those questions require the other provisions of the Act.
Key takeaways
Separate entity
The incorporated LLP is distinct from its partners.
Perpetual succession
Partner changes do not terminate the LLP's existence.
Rights and liabilities continue
A change in partners does not itself change the LLP's rights or liabilities.
Confirm incorporation
Section 3 applies to an LLP formed and incorporated under the Act. Check the registration certificate before treating a proposed venture as that legal entity.
Distinguish entity and partners
Contracts and obligations attributed to the LLP should identify the LLP as the legal person. Individual partner responsibility, if any, must be tested under the relevant agreement and other statutory provisions.
Handle partner changes
When a partner joins or leaves, update the relevant LLP records while preserving the entity's ongoing contracts and obligations; the change alone does not erase them.
Practical checklist
Do
- Keep incorporation and partner-change records with major contracts.
- Identify whether the LLP or a named partner is the party to each obligation.
Avoid
- Do not treat partner departure as automatic dissolution.
- Do not infer immunity from every partner liability from Section 3 alone.
Glossary
- Body corporate
- A registered legal entity distinct from the individuals or bodies that are its partners.
- Perpetual succession
- The LLP's continuing existence through changes in its partners.
Frequently asked questions
Does the LLP cease to exist when a partner leaves?
No. Section 3(3) says a change in partners does not affect the LLP's existence, rights or liabilities.
Is an incorporated LLP legally separate from its partners?
Yes. Section 3(1) expressly makes the incorporated LLP a separate legal entity.
Need help applying this provision to your situation?
Contact BizeneedLast updated 9 October 2026