Limited liability partnership to be body corporate
Section 3 of the Limited Liability Partnership Act, 2008 deals with limited liability partnership to be body corporate. 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. The Act came into force on 31 Mar 2009.
(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.
Section 3, The Limited Liability Partnership Act, 2008 (Act 6 of 2009).
Related judgements & precedents
These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.
-
Jayamma Xavier v. Registrar of Firms
Court's Decision & Legal Precedent
In allowing registration of a partnership between an individual and Sleeplock LLP, Kerala High Court (P.V. Asha J.) treated the LLP's post-registration corporate capacities — including ability to sue and be sued, hold property, and have a common seal — as part of its legal-entity status that qualifies it as a Partnership Act "person". The Court accepted and applied the s.14 capacity framework (alongside s.3) in rejecting the Registrar's view that LLP Act liability rules bar an LLP from joining a firm.
On this section: Judgment expressly extracts and applies s.3(1)–(3) (LLP as body corporate / separate legal entity / perpetual succession) as the statutory basis for treating the LLP as a Partnership Act "person" entitled to firm registration with an individual.
The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.
Made under this section, and citing it
3 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.
- Extension of time in Filing Annual Return by Limited LiabilityPartnershipsCircular 2012
- Extension of time in Filing of annual return by Limited Liability Partnerships(LLPs)Circular 2012
- Clarification regarding 'Body Corporate' for the purpose of section 226(3)(a) of the Companies Act,1956.Circular 2011
Another 12 instruments name this provision in its title or its text without being made under it.
- Notification of sections 1, 2 (except clauses (c) and (u) of its sub-section (1)), Sections 3 to 30, Section 31 except of its application in context of the 'Tribunal', Sections 32 to 50, Sections 52 to 54, Sections 59 to 62, Sections 66 to 71, Sections 74 to 80, Section 81 except clasuses (b) to the extent of its application to Sections 51, 63 and 64 and clause (c), First ScheduleNotification 2009
- G.S.R 411(E) LLP Amendment Rules 2023 dated 02.06.2023Rule 2023
- Appointment of Registrar of Companies as Adjudication Officers under the LLP Act 2008 dated 11.02.2022Notification 2022
- LLP (2nd Amendment) Rules 2022Rule 2022
- LLP Second Amend Rules 2018Rule 2018
- Limited Liability Partnership (Amendment) Rules, 2018 (1.06 MB)Rule 2018
- Limited Liability Partnership (Amendment) Rules 2015Notification 2015
- Corrigendum to LLP amendment rules, 2012 (GSR 430(E) dated 5th June 2012): G.S.R 485(E) (220 KB)Rule 2012
- Limited Liability Partnership (Winding up and Dissolution) Rules, 2012: G.S.R. 550(E) (8 MB)Rule 2012
- The Limited Liability Partnership (Amendment) Rules, 2012Notification 2012
- The Limited Liability Partnership (Amendment) Rules, 2012: G.S.R. 430(E) (2.7 MB)Rule 2012
- Limited Liability Partnership Rules, 2009: G.S.R. 229(E) (6.8 MB)Rule 2009
Questions about Section 3
What have the courts held on Section 3 of the Limited Liability Partnership Act?
Jayamma Xavier v. Registrar of Firms (08 Apr 2021) is the leading judgment on this section among those set out below: Judgment expressly extracts and applies s.3(1)–(3) (LLP as body corporate / separate legal entity / perpetual succession) as the statutory basis for treating the LLP as a Partnership Act "person" entitled to firm registration with an individual.
How do I find court cases under Section 3 of the Limited Liability Partnership Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Limited Liability Partnership Act 3, section 3 Limited Liability Partnership Act, section 3 of the Limited Liability Partnership Act. People searching for it also type llp act schedule 3. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 1 reported judgment on this section is set out on this page, beginning with Jayamma Xavier v. Registrar of Firms (08 Apr 2021).
What should I read with Section 3 of the Limited Liability Partnership Act, and has it changed?
The rules and notifications made under it are where it actually bites, and there are 3: most recently Extension of time in Filing Annual Return by Limited LiabilityPartnerships (2012), then Extension of time in Filing of annual return by Limited Liability Partnerships(LLPs) (2012), and 1 more.
When did Section 3 of the Limited Liability Partnership Act come into force?
Section 3 of the Limited Liability Partnership Act, cited as Limited Liability Partnership Act 3, came into force on 31 Mar 2009, having been enacted on 07 Jan 2009. It is in force as at the date shown on this page.
Other sections of this Act
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.