Section 29 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 29 deals with a person who is not a partner but presents himself as one, or lets others do so. If someone gives credit to the LLP because of that representation, the person who made it, and in some cases the LLP, can be made liable. The section also has a rule for the use of a deceased partner's name. If a supplier or lender is pressing a claim on this ground, our dispute resolution service can help you assess it.
A person who, by words spoken or written or by conduct, represents himself or knowingly permits himself to be represented to be a partner is liable to any person who has, on the faith of that representation, given credit to the LLP (s.29(1)). This applies whether or not he knows that the representation reached the lender. Where the LLP received credit as a result, the LLP is liable to the extent of the credit received or any financial benefit derived (proviso). After a partner's death, continued use of the LLP name or of his name does not by itself make his legal representative or estate liable for later acts (s.29(2)).
Section 29(1): the rule on holding out
The first limb catches two kinds of conduct:
- Representing himself to be a partner, by words (spoken or written) or by conduct.
- Knowingly permitting himself to be represented as a partner by someone else.
The result is liability to any person who has on the faith of any such representation given credit to the LLP. The phrase "given credit" points to supplies on credit, loans and similar dealings. The section text does not extend the liability to every kind of claim, so the focus is on credit given.
The text also says the person is liable "whether the person representing himself or represented to be a partner does or does not know that the representation has reached the person so giving credit". So the person need not know that the particular lender saw the representation. What matters is that the credit was given on the faith of it.
| Element | What the section says |
|---|---|
| Conduct | Represents himself, or knowingly permits himself to be represented, as a partner |
| Means | Words spoken or written, or conduct |
| Who can claim | A person who, on the faith of the representation, gave credit to the LLP |
| Knowledge of the person holding out | Not required that he knew the representation reached the lender |
Example. Rohit Menon is a senior consultant at Arora Menon LLP and is not a partner. The LLP's letterhead lists his name under "Partners". A supplier, reading the letterhead, supplies goods on credit to the LLP, and the LLP does not pay. Rohit allowed his name to be listed. Under s.29(1) he can be liable to the supplier, who gave credit on the faith of that listing, even though he never met that supplier.
The proviso: the LLP's own liability
Where credit is received by the LLP as a result of such representation, the LLP is liable "to the extent of credit received by it or any financial benefit derived thereon". This is without prejudice to the liability of the person who held himself out. So the person and the LLP may both be answerable. The limit for the LLP is the credit it received, or the financial benefit it derived from it. The proviso does not make the LLP liable beyond that extent, unless another provision does.
Section 29(2): death of a partner and the continued name
If, after a partner's death, the business continues in the same LLP name, then the continued use of that name, or of the deceased partner's name as a part of it, does not of itself make his legal representative or his estate liable for any act of the LLP done after his death.
Two things should be noted. First, the protection is for the legal representative and the estate, not for the LLP, which carries on as a body corporate. Second, the words "of itself" mean the continued use of the name is not enough on its own. If other facts show the estate agreed to something, the sub-section does not say they would be ignored.
This is useful for LLPs named after founders. A name such as "Arora Menon LLP" can remain on the register after a partner dies without the continued use of his name binding his estate for later acts. Section 24 deals with cessation of a partner's interest on death; see section 24. The use of names is also governed by section 15.
Why this matters to LLP partners
Section 28 gives a partner limited liability. Holding out shows that the protection is not triggered by a label. It works the other way: a person who is not a partner can be liable as if he were one in respect of the credit given. That makes loose use of the word "partner" risky.
Compare with the position in an ordinary partnership: our article on section 28 of the Indian Partnership Act covers holding out there. The two Acts are separate, and the LLP Act's own words control in an LLP.
Practical points
- Check letterheads, websites, visiting cards, email signatures and proposals. Only actual partners (as registered with the Registrar) should be described as partners. Use "associate" or "consultant" for others, if that is what they are.
- If a person is being wrongly described, correct it in writing and keep a copy. Section 29 turns on knowingly permitting the representation.
- When you extend credit to an LLP, keep the document that showed you who the partner was, such as the letterhead or proposal. Holding out is built on what the lender relied upon.
- After a partner's death, update the registers and filings as the Act requires, and see our article on changes in partners.
Need help with a holding-out claim?
A holding-out dispute usually turns on documents: who described whom as a partner, and what the creditor relied on. Our dispute resolution team can examine the papers and advise on the position of the individual and of the LLP.
Key takeaways
- A person who represents himself, or knowingly permits himself to be represented, as a partner is liable to anyone who gave credit to the LLP on the faith of it (s.29(1)).
- It does not matter whether he knew the representation reached the lender.
- The LLP is liable to the extent of the credit it received or the financial benefit derived, without prejudice to the other person's liability (proviso).
- After a partner's death, continued use of the name does not of itself make his legal representative or estate liable for later acts (s.29(2)).
Read next
- Section 28: extent of liability of a partner
- Section 30: unlimited liability in case of fraud
- Extent of liability of LLP and partners
- Partners of LLP: who can be a partner
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.