Sections 5 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 5 says who may be a partner: any individual or body corporate, except an individual who falls in one of three listed categories. Section 6 says an LLP must always have at least two partners, and spells out what happens to the last remaining partner if the LLP carries on with fewer than two for more than six months. If you are planning your partner line-up, our LLP registration service can help you check the structure first.
Any individual or body corporate may be a partner (section 5), but an individual cannot become one if a Court has found him of unsound mind and the finding is in force, he is an undischarged insolvent, or he has applied to be adjudicated insolvent and the application is pending. Every LLP must have at least two partners (6(1)). If the number falls below two and the LLP carries on business for more than six months, the sole remaining partner who knows the LLP is carrying on business with him alone becomes personally liable for the LLP's obligations incurred during that period (6(2)).
Sections 5 and 6 at a glance
| Provision | What it provides |
|---|---|
| s.5 | Any individual or body corporate may be a partner |
| s.5 proviso (a) | Not an individual found of unsound mind by a Court of competent jurisdiction, with the finding in force |
| s.5 proviso (b) | Not an undischarged insolvent |
| s.5 proviso (c) | Not one who has applied to be adjudicated an insolvent, with the application pending |
| 6(1) | At least two partners |
| 6(2) | Sole partner after six months below two is personally liable for obligations in that period |
Section 5: who may be a partner
The opening rule is wide: "Any individual or body corporate may be a partner in a limited liability partnership." "Body corporate" has the meaning in section 2(1)(d), so a company or another LLP can be a partner (see section 2, part 1). The section places no limit on nationality or residence for partners; the residence test in section 7 applies to designated partners, not to partners as such.
The three bars on individuals
The proviso says an individual "shall not be capable of becoming a partner" if:
- (a) he has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force;
- (b) he is an undischarged insolvent; or
- (c) he has applied to be adjudicated as an insolvent and his application is pending.
Notice the wording "capable of becoming". The proviso stops the person from joining. What happens to a person who is already a partner when one of these events occurs is dealt with in section 24: a person ceases to be a partner if declared of unsound mind by a competent court, or if he has applied to be adjudged or been declared an insolvent (24(2)(b) and (c)).
The bars apply to individuals only; the proviso says nothing about body corporates. The text does not mention any age requirement or minimum qualification, so none can be read in.
Example. Dinesh is an undischarged insolvent. He cannot become a partner in Orbit Services LLP. Once his discharge is obtained, clause (b) no longer bars him, though other provisions may still apply.
Who becomes a partner on incorporation, and how others join, is the subject of section 22.
Section 6(1): at least two partners
"Every limited liability partnership shall have at least two partners." The minimum is stated as a continuing rule ("shall have"), not just a requirement at the time of incorporation. Section 11(1)(a) separately requires two or more persons to subscribe to the incorporation document.
Section 6(2): what if there is only one partner?
The number may fall below two, through death, resignation or the events in section 24(2). Section 6 does not say that the LLP ends at once. Instead, sub-section (2) sets out a personal liability rule.
| Condition | Result |
|---|---|
| The number of partners is reduced below two | Not by itself a penalty |
| The LLP carries on business for more than six months while the number is reduced | The sub-section starts to operate |
| One person is the only partner during the time it carries on business after those six months and has the knowledge that it is carrying on business with him alone | That person is personally liable for the obligations of the LLP incurred during that period |
Four points of reading.
- The six months is a grace period. The personal liability applies to obligations incurred "during that period", meaning the time the LLP carries on business after the six months.
- Knowledge is a condition. The sole partner must have knowledge that the LLP is carrying on business with him alone.
- Liability is for the obligations incurred in that period. The sub-section does not say that earlier obligations become personal.
- The sub-section is silent on other consequences. Whether the LLP can be wound up for this is dealt with elsewhere in the Act (grounds for winding up are in a later chapter, covered in a later article of this series).
Example. Seema and Imran are the only partners of Brightpath LLP. Imran resigns on 1 January. Seema continues the business alone. Until 30 June, six months have not passed. If she is still running the LLP as the only partner after six months and knows she is alone, then for obligations the LLP incurs in that later period she becomes personally liable. The simple fix is to admit a second partner within the six months and file the change under section 25.
Practical points
- Check the three bars in section 5 before adding any individual partner.
- Note the date the partner count falls below two; the six months run from that point.
- A second partner brought in on time prevents the sole-partner exposure.
- Remember that the minimum for designated partners is separate (two individuals, under section 7), and a partner count of two does not by itself meet it in every case.
Need help with the partner line-up?
Getting the right partners in place before incorporation avoids problems under both sections. Our LLP registration team can check eligibility and prepare the incorporation documents, and for foreign or corporate partners you may also read our guide on partners of an LLP.
Key takeaways
- Any individual or body corporate may be a partner (section 5).
- An individual is barred if of unsound mind per a Court's finding in force, an undischarged insolvent, or an applicant for insolvency whose application is pending.
- At least two partners are required (6(1)).
- If the LLP runs with fewer than two for more than six months, the sole partner who knows of it is personally liable for obligations incurred in that period (6(2)).
Read next
- Section 7: designated partners
- Section 22: eligibility to be partners
- Partners of LLP: Who Can Be a Partner and Minimum Requirements
- Foreign Partner in LLP: Eligibility and Compliance
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.