Section 22 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 22 answers two practical questions: who are the partners on the day the LLP is incorporated, and how does anyone else become one? The first partners are the persons who subscribed their names to the incorporation document. Anyone else becomes a partner by and in accordance with the LLP agreement. The section is short because the eligibility tests themselves sit in section 5. If you are lining up founders, our LLP registration service helps set up the partner structure.
On incorporation, the persons who subscribed their names to the incorporation document are the partners of the LLP, and any other person may become a partner by and in accordance with the LLP agreement (section 22). The section does not itself list who is eligible; who may be a partner is governed by section 5, and a new partner's entry is reported to the Registrar under section 25.
Section 22 at a glance
| Part of section 22 | Rule | Where to read more |
|---|---|---|
| "On the incorporation ..." | Subscribers to the incorporation document become partners | Section 11(1)(a) |
| "... any other person may become a partner ..." | By and in accordance with the LLP agreement | Section 23; definition in 2(1)(o) and (q) |
| Not in section 22 | Who is eligible | Section 5 |
| Not in section 22 | Filing the change | Section 25 |
The first partners: the subscribers
"On the incorporation of a limited liability partnership, the persons who subscribed their names to the incorporation document shall be its partners."
Section 11(1)(a) requires two or more persons associated for a lawful business with a view to profit to subscribe their names to the incorporation document, and section 11(2)(e) requires the document to state the name and address of each person who is to be a partner on incorporation. Section 22 completes the chain: those subscribers are the partners from incorporation (the certificate being given under section 12). No further act is needed to make them partners.
Two points follow.
- "Shall be its partners" is mandatory. Subscribers cannot opt out once the LLP is incorporated.
- The partners need not be the same as the designated partners. Under section 7(2), the incorporation document may name designated partners, or say that each partner is one. A partner may or may not be a designated partner.
Later partners: by and in accordance with the LLP agreement
"... and any other person may become a partner of the limited liability partnership by and in accordance with the limited liability partnership agreement."
Read it with the definition in section 2(1)(q): a "partner" is any person who becomes a partner in accordance with the LLP agreement. So the agreement is the gateway. The text of section 22 does not describe the clauses of such an agreement, such as who must approve an admission, or what capital is brought in. That is for the agreement (see section 23), and, where the agreement is silent, section 23(4) sends the matter to the First Schedule.
"May" means admission is permitted, not required. And the phrase "by and in accordance with" has two limbs: a person comes in by means of the agreement, and the admission must follow what it says.
Example. Four friends subscribe to the incorporation document of Greenway Cycles LLP. On incorporation, all four are partners under section 22. A year later they want to admit Tanvi. If the LLP agreement provides a way of admitting a new partner, Tanvi becomes a partner by and in accordance with it. The LLP then files a notice with the Registrar within thirty days of her becoming a partner (section 25).
Eligibility sits in section 5
Section 22 says nothing about disqualification. That is in the proviso to section 5, under which an individual cannot become a partner if:
- a Court of competent jurisdiction has found him of unsound mind and the finding is in force;
- he is an undischarged insolvent; or
- he has applied to be adjudicated an insolvent and the application is pending.
A body corporate may also be a partner under section 5. Both the subscribers on incorporation and later entrants must be eligible under section 5; for the rules and the minimum of two partners, see sections 5 and 6.
The paperwork after a person becomes a partner
Under section 25(2)(a), where a person becomes or ceases to be a partner, the LLP must file a notice with the Registrar within thirty days from the date he becomes or ceases to be a partner. Under section 25(3)(c), a notice relating to an incoming partner must contain a statement by that partner that he consents to becoming a partner, signed by him and authenticated in the manner prescribed. This is covered in the article on section 25.
What section 22 does not settle
| Question | Position |
|---|---|
| Is there a cap on the number of partners? | Not in section 22 |
| Can a partner be admitted without an LLP agreement? | Section 22 speaks of becoming a partner "by and in accordance with" the agreement; the text is silent on any other route |
| Can a foreign national or a foreign body corporate be a partner? | Section 5 allows any individual or body corporate (subject to the proviso); other laws may apply and are outside the Act's text read here |
Practical points
- List the subscribers carefully; they are the partners on incorporation.
- Draft the admission clause in the LLP agreement before you need it.
- Check each new partner against section 5 before admission.
- File the notice within thirty days of admission.
Need help with partners?
Who signs the incorporation document, and how later partners are admitted, shape the LLP for years. Our LLP registration service sets this up at incorporation, and our team can help you plan admissions later. See also our guide to who can be a partner and the minimum requirements.
Key takeaways
- Subscribers to the incorporation document are the partners on incorporation (section 22).
- Others become partners by and in accordance with the LLP agreement.
- Eligibility is governed by section 5, not section 22.
- A change in partners is reported to the Registrar under section 25.
Read next
- Sections 5 and 6: partners and the minimum number of partners
- Section 23: relationship of partners and LLP agreement
- Section 25: registration of changes in partners
- 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.