Is an LLP Agreement a Public Document?

Short Answer

The LLP agreement must be filed with the Registrar — Section 23(2) of the Limited Liability Partnership Act, 2008 requires the agreement, and any changes made to it, to be filed with the Registrar in the prescribed form and manner. (LLP Act, 2008, Section 23(2)) [1]

But filing is not the same as being open to public inspection. The express right of inspection in Section 36 of the LLP Act, 2008 covers the incorporation document, the names of partners and changes therein, the Statement of Account and Solvency, and the annual return — the LLP agreement itself is not named in that list. (LLP Act, 2008, Section 36) [2]

So the accurate answer is: the agreement is filed and becomes part of the record with the Registrar, but the statute's express inspection right does not extend to the agreement document itself.

What the LLP Agreement Is

Section 2(1)(o) defines the "limited liability partnership agreement" as 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. (LLP Act, 2008, Section 2(1)(o)) [3]

Under Section 23(1), the mutual rights and duties of the partners of an LLP, and the mutual rights and duties of the LLP and its partners, are governed by that agreement. (LLP Act, 2008, Section 23(1)) [4]

Where there is no agreement on a matter, the mutual rights and duties are determined by the provisions relating to that matter set out in the First Schedule to the Act. (LLP Act, 2008, Section 23(4); First Schedule) [5]

An agreement in writing made before incorporation between the persons who subscribe to the incorporation document may impose obligations on the LLP, provided it is ratified by all the partners after incorporation. (LLP Act, 2008, Section 23(3)) [6]

The Filing Requirement

Section 23(2) requires the LLP agreement, and any changes made to it, to be filed with the Registrar in such form, manner and with such fees as may be prescribed. (LLP Act, 2008, Section 23(2)) [7]

For the purposes of that sub-section, Rule 21 of the LLP Rules, 2009 requires every LLP to file information with regard to the LLP agreement in Form 3 with the Registrar within thirty days of the date of incorporation, and any change made to the agreement is also to be filed in Form 3 within thirty days of the change. (LLP Rules, 2009, Rule 21; Form 3) [8]

For an agreement made before incorporation under Section 23(3), the rules require the information to be filed in Form 3 within thirty days of ratification by all the partners. (LLP Rules, 2009, Rule 21; LLP Act, 2008, Section 23(3)) [9]

Form 3's current field layout, the fee prescribed for it, and the electronic filing workflow are set by the MCA portal and the LLP Rules, 2009; check the MCA portal before filing.

What Section 36 Actually Opens to Inspection

Section 36 provides that the incorporation document, the names of partners and changes, if any, made therein, the Statement of Account and Solvency and the annual return filed by each LLP with the Registrar "shall be available for inspection by any person in such manner and on payment of such fee as may be prescribed". (LLP Act, 2008, Section 36) [10]

Three things follow from that wording:

• The inspection right is a right of any person, not only partners or members. (LLP Act, 2008, Section 36) [11]
• The right attaches to the listed documents — incorporation document, partner names and changes, Statement of Account and Solvency, annual return. (LLP Act, 2008, Section 36) [12]
• The LLP agreement itself is not in the list, even though Section 23(2) requires it to be filed. (LLP Act, 2008, Section 23(2); Section 36) [13]

This is the distinction that answers the headline question: the agreement is a filed document, but the Act's express public inspection right is drawn to a specific set of documents that does not include the agreement.

Whether the particulars filed in Form 3 appear on the MCA portal's LLP master data, and whether a copy of the agreement document itself can be obtained there, is a portal-function question set by the MCA portal, not by the Act; check the MCA portal directly.

Who Can See an LLP Agreement, Then

The partners. The agreement governs their mutual rights and duties under Section 23(1), so each partner is entitled to the agreement by virtue of the contract itself. (LLP Act, 2008, Section 23(1)) [14]

The LLP and its partners. The same Section 23(1) also governs the mutual rights and duties between the LLP and its partners, which is the second relationship the agreement regulates. (LLP Act, 2008, Section 23(1)) [15]

Third parties with a statutory route to the listed documents. Persons dealing with an LLP can use Section 36 for the incorporation document, the names of partners and changes, the Statement of Account and Solvency and the annual return, and can rely on the fact that partner changes are registered. (LLP Act, 2008, Section 36; Section 25) [16]

Related Filings and Records

Changes in partners are notified to and registered by the LLP under Section 25. (LLP Act, 2008, Section 25) [17]

The books of account, other records and audit obligations of an LLP are set out in Section 34. (LLP Act, 2008, Section 34) [18]

An LLP must file an annual return as required by Section 35, which is one of the documents expressly made available for inspection under Section 36. (LLP Act, 2008, Section 35; Section 36) [19]

FAQ

Q1: Is an LLP agreement a public document?

Not in the sense of being expressly open to inspection by any person. It must be filed with the Registrar under Section 23(2) and Rule 21 of the LLP Rules, 2009, but the inspection right in Section 36 is limited to the incorporation document, the names of partners and changes, the Statement of Account and Solvency and the annual return. (LLP Act, 2008, Section 23(2); Section 36; LLP Rules, 2009, Rule 21) [20]

Q2: Must an LLP agreement be filed with the Registrar?

Yes. Section 23(2) requires the agreement and any changes to it to be filed in the prescribed form, and Rule 21 of the LLP Rules, 2009 prescribes Form 3, to be filed within thirty days of incorporation and within thirty days of any change. (LLP Act, 2008, Section 23(2); LLP Rules, 2009, Rule 21) [21]

Q3: What happens if the LLP does not have an agreement?

Under Section 23(4), in the absence of an agreement on a matter, the mutual rights and duties of the partners, and of the LLP and its partners, are determined by the provisions relating to that matter in the First Schedule to the LLP Act, 2008. (LLP Act, 2008, Section 23(4); First Schedule) [22]

Q4: Can a person who is not a partner inspect an LLP's records?

Under Section 36, the incorporation document, the names of partners and changes, the Statement of Account and Solvency and the annual return are available for inspection by any person on payment of the prescribed fee. That right does not, by its terms, extend to the LLP agreement document. (LLP Act, 2008, Section 36) [23]

Q5: Does the LLP Agreement override the Act?

No. Section 23(1) makes the agreement the governing instrument "save as otherwise provided by this Act", so the Act's own provisions prevail where they speak to a matter. Only where the Act is silent does the agreement — and, absent one, the First Schedule — determine the position. (LLP Act, 2008, Section 23(1); Section 23(4); First Schedule) [24]

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Internal links: See makeitlegit.in/start for entity selection guidance, and makeitlegit.in/tools/llp-name-check for LLP name availability tools.

Primary source: Limited Liability Partnership Act, 2008 — Sections 2(1)(o), 23, 25, 34, 35 and 36, and the First Schedule; LLP Rules, 2009, Rule 21 and Form 3 (LLP Act, 2008, Sections 2(1)(o), 23, 25, 34, 35 and 36; LLP Rules, 2009, Rule 21).

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Sources

• LLP Act, 2008, Section 23(2) — Relationship of partners
• LLP Act, 2008, Section 36 — Inspection of documents kept by Registrar
• LLP Act, 2008, Section 2(1)(o) — Definition of limited liability partnership agreement
• LLP Act, 2008, Section 23(1) — Relationship of partners
• LLP Act, 2008, Section 23(4) — Relationship of partners; First Schedule
• LLP Act, 2008, Section 23(3) — Relationship of partners
• LLP Act, 2008, Section 23(2) — Relationship of partners
• LLP Rules, 2009, Rule 21 — Filing of information with regard to the LLP agreement; Form 3
• LLP Rules, 2009, Rule 21 — Filing of information with regard to the LLP agreement; LLP Act, 2008, Section 23(3) — Relationship of partners
• LLP Act, 2008, Section 36 — Inspection of documents kept by Registrar
• LLP Act, 2008, Section 36 — Inspection of documents kept by Registrar
• LLP Act, 2008, Section 36 — Inspection of documents kept by Registrar
• LLP Act, 2008, Section 23(2) — Relationship of partners; Section 36 — Inspection of documents kept by Registrar
• LLP Act, 2008, Section 23(1) — Relationship of partners
• LLP Act, 2008, Section 23(1) — Relationship of partners
• LLP Act, 2008, Section 36 — Inspection of documents kept by Registrar; Section 25 — Registration of changes in partners
• LLP Act, 2008, Section 25 — Registration of changes in partners
• LLP Act, 2008, Section 34 — Maintenance of books of account, other records and audit, etc.
• LLP Act, 2008, Section 35 — Annual return; Section 36 — Inspection of documents kept by Registrar
• LLP Act, 2008, Section 23(2) — Relationship of partners; Section 36 — Inspection of documents kept by Registrar; LLP Rules, 2009, Rule 21 — Filing of information with regard to the LLP agreement
• LLP Act, 2008, Section 23(2) — Relationship of partners; LLP Rules, 2009, Rule 21 — Filing of information with regard to the LLP agreement
• LLP Act, 2008, Section 23(4) — Relationship of partners; First Schedule
• LLP Act, 2008, Section 36 — Inspection of documents kept by Registrar
• LLP Act, 2008, Section 23(1) — Relationship of partners; Section 23(4) — Relationship of partners; First Schedule

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See Also

• How to Download MOA and AOA from MCA Portal
• How to Get Date of Birth from DIN Number
• How to Register One Person Company (OPC) Online in India