Chapter II - Nature of Limited Liability Partnership
Section 6
Section 6: minimum number of partners
An LLP must have at least two partners. If business continues for more than six months after membership falls to one, the sole partner's knowledge of that fact can trigger personal liability for obligations incurred in the later period.
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Need advice on Section 6?
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) Every limited liability partnership shall have at least two partners.
(2) If at any time the number of partners of a limited liability partnership is reduced below two and the limited liability partnership carries on business for more than six months while the number is so reduced, the person, who is the only partner of the limited liability partnership during the time that it so carries on business after those six months and has the knowledge of the fact that it is carrying on business with him alone, shall be liable personally for the obligations of the limited liability partnership incurred during that period.
Introduction
The minimum-partner rule and its personal-liability consequence have distinct tests. A shortfall starts the clock, but Section 6(2) looks to continued business for more than six months and the sole partner's knowledge.
Key takeaways
Two partners
Every LLP must have at least two partners.
Six-month continuation
The LLP must continue business for more than six months while below two partners before the personal-liability period arises.
Knowledge and timing
The only partner must know that business continues with that person alone; covered obligations are those incurred during the relevant later period.
Track the partner count
Record when the partner count fell below two and when a second partner was admitted. Partner register and change filings establish the relevant period.
Test business activity and time
Section 6(2) requires the LLP to carry on business with one partner for more than six months. Determine which obligations were incurred after that threshold while business continued.
Test the sole partner's knowledge
Personal liability under this section is tied to the only partner's knowledge of operating alone. Keep board or partner correspondence and transaction records relevant to that question.
Practical checklist
Do
- Restore the two-partner minimum promptly and preserve admission records.
- Map obligation dates to the period after six months of one-partner business.
Avoid
- Do not presume every historic LLP debt becomes the sole partner's personal debt.
- Do not ignore knowledge and continued-business conditions when assessing Section 6(2).
Glossary
- Sole partner
- The only remaining partner while the LLP's count is below the required minimum.
- Personal liability
- The individual responsibility for covered LLP obligations that Section 6(2) can impose on the knowing sole partner.
Frequently asked questions
Can an LLP operate with only one partner?
Section 6(1) requires at least two partners. Section 6(2) sets a further personal-liability consequence where a one-partner LLP continues business beyond six months and the sole partner knows the position.
Does Section 6(2) cover obligations incurred before the six-month period ends?
Its express personal-liability rule is for obligations incurred during the period after those six months while the knowledgeable sole partner continues business alone.
Need help applying this provision to your situation?
Contact BizeneedLast updated 9 October 2026