Section 28 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 28 is the provision that gives an LLP partner his limited liability. A partner is not personally liable for the LLP's obligations merely because he is a partner, and he is not liable for another partner's wrongful act or omission. He remains answerable for his own wrongful act or omission. If your concern is a specific claim against you as a partner, our legal consultation service can help you look at it against the text and your LLP agreement.
A partner is not personally liable, directly or indirectly, for an LLP obligation referred to in s.27(3) solely by reason of being a partner (s.28(1)). This does not affect his personal liability for his own wrongful act or omission, but he is not personally liable for the wrongful act or omission of any other partner (s.28(2)). Fraud is dealt with separately in section 30 and can make liability unlimited.
Section 28(1): being a partner is not enough
Section 27(3) says an obligation of the LLP, in contract or otherwise, is solely the obligation of the LLP. Section 28(1) completes the point from the partner's side: a partner is not personally liable, "directly or indirectly", for such an obligation "solely by reason of being a partner".
Three words in this sub-section carry weight.
- "Directly or indirectly" means the protection is not limited to a direct claim. A creditor cannot reach a partner by an indirect route if the only link between them is that he is a partner.
- "Solely" means the protection is for liability that rests only on partnership status. If the partner is liable for some other reason, for example because he signed a personal guarantee, the liability rests on that reason and not on partnership.
- "Obligation referred to in sub-section (3) of Section 27" ties the protection to the LLP's own obligations in contract or otherwise. See our article on sections 26 and 27.
The Act text does not use the words "personal guarantee". A guarantee is a separate contract with a lender; whether a partner is bound by one depends on that contract and not on section 28. Treat that as a practical point to check, not as a statement in the section.
Example. Nikhil Rao and Kavita Shah are partners in Rao Shah Analytics LLP. The LLP buys equipment on credit and cannot pay. The supplier's claim is an obligation of the LLP. By s.28(1), neither Nikhil nor Kavita is personally liable for it solely because he or she is a partner. The supplier looks to the LLP's property (s.27(4)).
Section 28(2): own wrong versus another's wrong
The sub-section says two things in one sentence.
- Section 27(3) and section 28(1) do not affect the personal liability of a partner for his own wrongful act or omission.
- A partner shall not be personally liable for the wrongful act or omission of any other partner of the LLP.
| Whose act? | Is the partner personally liable? | Source |
|---|---|---|
| The LLP's obligation (contract or otherwise) | Not solely because he is a partner | 28(1) |
| The partner's own wrongful act or omission | Yes, his personal liability is not affected | 28(2) |
| Another partner's wrongful act or omission | No, not personally | 28(2) |
Example, continued. Kavita, advising a customer on the LLP's behalf, gives careless advice that causes a loss. The customer may claim against Kavita for her own wrongful act. By s.27(2) the LLP is also liable, as the wrong was in the course of its business. Nikhil is not personally liable for Kavita's act. The Act does not say how the loss is shared between the LLP and Kavita; that depends on the LLP agreement and other law.
Where the protection ends
Section 28 is not an absolute shield.
- Fraud. Section 30 makes the liability of the LLP and of the partners who acted with intent to defraud unlimited for the LLP's debts and liabilities. See section 30.
- Holding out. A person who represents himself, or knowingly lets himself be represented, as a partner can be liable to someone who gave credit on that faith. See section 29.
- His own contractual undertakings. The protection is for liability arising "solely by reason of being a partner". It does not cover a separate promise the partner has made in his own name; the text does not extend the protection to that.
- Statutory duties of designated partners. The Act makes designated partners responsible for certain compliances and penalties. See sections 8–9. Those provisions impose duties of their own, apart from the debts of the LLP.
Contribution is a separate matter
A partner's obligation to contribute money, property or services is set by the LLP agreement (s.33(1)). That is an obligation he owes under the agreement, not a liability for the LLP's debts. The liability limit in s.28 does not wipe out his promised contribution. See sections 32–33.
Practical points
- Keep a record of who did what. Section 28(2) separates one partner's acts from another's, so records matter if a dispute arises.
- Do not sign personal guarantees for LLP loans without understanding that this is your own contract, outside s.28.
- Do not allow loose use of the word "partner" for senior staff; see s.29.
- If you suspect a co-partner of a wrong, keep copies of documents and take advice early.
Need help with a partner liability question?
Whether a claim sits with the LLP, with one partner for his own act, or with a person holding himself out as a partner is often a matter of reading the facts and the documents together. Our legal consultation team can review the agreement and the correspondence and explain your position in plain terms.
Key takeaways
- A partner is not personally liable for the LLP's obligations solely because he is a partner (s.28(1)).
- His personal liability for his own wrongful act or omission is not affected (s.28(2)).
- He is not personally liable for another partner's wrongful act or omission (s.28(2)).
- Fraud (s.30) and holding out (s.29) sit outside this protection.
- A separate personal undertaking, such as a guarantee, is a matter of that contract.
Read next
- Section 27: extent of liability of the LLP
- Section 29: holding out
- Section 30: unlimited liability in case of fraud
- Extent of liability of LLP and partners
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.