Section 2 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 2(1) is the Act's glossary: "unless the context otherwise requires", each defined word has the meaning given there. This first article covers the terms that describe who and what an LLP is (address, advocate, body corporate, business, the three professional terms, LLP, LLP agreement, name and partner). The second article covers the remaining clauses and sub-section (2). If you are setting up an LLP, our LLP registration service uses these definitions in every filing.
Section 2(1) lists clauses (a) to (u), with (ra) and (ta) added by the 2021 Act. This article takes (a), (b), (d), (e), (f), (g), (h), (n), (o), (p) and (q). The main points: a "body corporate" is a company within clause (20) of section 2 of the Companies Act, 2013, plus LLPs and certain foreign bodies; "business" includes every trade, profession, service and occupation, except any activity the Central Government excludes by notification; and a "partner" is a person who becomes a partner in accordance with the LLP agreement.
How the clauses are split
| Clause | Term | Article |
|---|---|---|
| (a) | address | This one |
| (b) | advocate | This one |
| (c) | Appellate Tribunal | Part 2 |
| (d) | body corporate | This one |
| (e) | business | This one |
| (f) | chartered accountant | This one |
| (g) | company secretary | This one |
| (h) | cost accountant | This one |
| (i) | Court | Part 2 |
| (j) | designated partner | Part 2 |
| (k) | entity | Part 2 |
| (l) | financial year | Part 2 |
| (m) | foreign limited liability partnership | Part 2 |
| (n) | limited liability partnership | This one |
| (o) | limited liability partnership agreement | This one |
| (p) | name | This one |
| (q) | partner | This one |
| (r), (ra), (s), (t), (ta), (u) | prescribed, Regional Director, Registrar, Schedule, small LLP, Tribunal | Part 2 |
The clause order is as printed; Part 2 is Section 2: small LLP, designated partner, Tribunal and the other definitions.
(a) "address"
For a partner of an LLP, "address" means (i) his usual residential address if he is an individual, and (ii) the address of its registered office if a body corporate. This matters for the partner details filed with the Registrar and for the duty in section 25 to report a change in a partner's address.
(b) "advocate"
An advocate as defined in section 2(1)(a) of the Advocates Act, 1961. The term is used in section 11(1)(c), where the statement of compliance on incorporation may be made by an advocate (or a company secretary, chartered accountant or cost accountant).
(d) "body corporate"
This clause has two halves.
It means a company as defined in clause (20) of section 2 of the Companies Act, 2013, and includes: (i) an LLP registered under this Act; (ii) an LLP incorporated outside India; and (iii) a company incorporated outside India.
It does not include: (i) a corporation sole; (ii) a co-operative society registered under any law in force; and (iii) any other body corporate (not being a company as defined in clause (20) of section 2 of the Companies Act, 2013, or an LLP as defined in the Act) which the Central Government may specify by notification in the Official Gazette.
The clean text footnotes show that the 2021 Act substituted "clause (20) of section 2" of the Companies Act, 2013 for the earlier reference to section 3 of the Companies Act, 1956. The practical effect: a registered company can be a partner of an LLP, a co-operative society cannot, and a foreign LLP or foreign company can be a body corporate for the Act.
(e) "business"
"Business" includes every trade, profession, service and occupation, except any activity which the Central Government may, by notification, exclude. The words "except any activity which the Central Government may, by notification, exclude" were added by the 2021 Act (footnote 6 to the clean text: substituted for "and occupation"). Before that, the clause simply read "every trade, profession, service and occupation". The text here does not name any excluded activity, so check the notifications if your business is unusual.
(f), (g), (h): the three professionals
| Clause | Term | Must be |
|---|---|---|
| (f) | chartered accountant | A chartered accountant as defined in section 2(1)(b) of the Chartered Accountants Act, 1949, who has obtained a certificate of practice under section 6(1) of that Act |
| (g) | company secretary | A company secretary as defined in section 2(1)(c) of the Company Secretaries Act, 1980, who has obtained a certificate of practice under section 6(1) of that Act |
| (h) | cost accountant | A cost accountant as defined in section 2(1)(b) of the Cost and Works Accountants Act, 1959, who has obtained a certificate of practice under section 6(1) of that Act |
Each definition requires a certificate of practice, so a qualified person who has no certificate of practice is outside these clauses. These three, with advocates, are the professionals who may certify the incorporation statement under section 11(1)(c).
(n) "limited liability partnership"
A partnership formed and registered under this Act. The word "partnership" here is the Act's own concept, not the firm of the Indian Partnership Act, 1932, which does not apply to an LLP (see section 4).
(o) "limited liability partnership agreement"
Any written agreement between the partners of the LLP, or between the LLP and its partners, which determines the mutual rights and duties of the partners and their rights and duties in relation to the LLP. Three things follow from the wording.
- It must be in writing.
- It can be between partners, or between the LLP and its partners.
- It covers both partner-to-partner and partner-to-LLP rights and duties.
How the agreement operates is in section 23, and our guide LLP agreement: what it must contain covers drafting.
(p) "name", in relation to a partner
If an individual, his forename, middle name and surname; if a body corporate, its registered name. This is the name to be used when particulars of partners are filed, not the name of the LLP itself (which is dealt with in section 15).
(q) "partner"
Any person who becomes a partner in the LLP in accordance with the LLP agreement. Read with section 22, it means subscribers to the incorporation document are partners on incorporation, and others join as the agreement provides.
Example. Kavya Traders Private Limited and Mr Raman Iyer form an LLP. Under clause (d) the company is a "body corporate", so it can be a partner; under clause (p) its "name" is its registered name and Mr Iyer's is his forename, middle name and surname; under clause (a) its address is its registered office address and his is his usual residential address.
Need help with an LLP structure?
Choosing who will be a partner, whether a company can join, and how the LLP agreement should read are decisions that depend on these definitions. Our LLP registration team can walk you through the structure before any form is filed.
Key takeaways
- "Body corporate" means a company under clause (20) of section 2 of the Companies Act, 2013, plus LLPs and foreign companies and LLPs, but not a corporation sole or a co-operative society.
- "Business" covers every trade, profession, service and occupation, except activities the Central Government excludes by notification.
- The three professional terms need a certificate of practice.
- An LLP agreement must be written, and can be between partners or between the LLP and its partners.
- A partner is whoever becomes one in accordance with the LLP agreement.
Read next
- Section 2 Part 2: small LLP, designated partner, Tribunal and other definitions
- Section 1: short title, extent and commencement
- Key Definitions Under LLP Act: LLP Agreement, Partner, Business
- Partners of LLP: Who Can Be a Partner and Minimum Requirements
Disclaimer: Based on the Limited Liability Partnership Act, 2008 as amended by the Limited Liability Partnership (Amendment) Act, 2021, as consulted on 1 October 2026. Forms, fees and procedure are set by the LLP Rules, 2009 as amended from time to time. This article is general information, not legal advice; check the official text before acting.