Can a Body Corporate Be a Partner in an LLP

A body corporate is a legal entity with its own rights and duties, separate from its members. This category covers companies, LLPs, municipal corporations, and other registered organisations.

And when you are planning to register a Limited Liability Partnership, one question often pops up early. Can a body corporate itself become a partner? The short answer is yes. A body corporate can join an LLP as a partner. It can invest, share profits, and take part in the management of the LLP through its authorised representative.

The idea behind this rule is simple. LLPs were designed to allow flexible business structures. They offer limited liability, tax efficiency, and an easy partnership-style management model. So the law allows companies, LLPs, and other registered entities to participate.

While setting up an LLP can feel overwhelming, especially when you are juggling a hundred things in a new business, it helps to have the right information in one place. Our detailed blog covers everything you need to know about LLP registration to help you start your business smoothly in India: LLP Registration New Process in India 2025

Before you add one to your partnership, it helps to understand how the system works and what the law expects.

Understanding Body Corporate and LLPs Under the LLP Act

Before discussing whether a company can become a partner in an LLP, it helps to understand two basics: what the term “body corporate” actually covers, and what an LLP is under the law.

What Is a “Body Corporate”?

The Company Act uses the term “body corporate” to describe any legal entity that has been formally incorporated. In simple terms, it is an organisation that exists as a separate legal person from the people who run it.

Under Section 2(d), the following qualify as body corporates:

• Companies registered under the Companies Act, 2013
• LLPs
• Foreign subsidiary companies
• Any entity incorporated outside India

What the LLP Act, 2008, Says About LLPs

The Limited Liability Partnership Act, 2008, treats an LLP as a body corporate in its own right. It has its own legal identity, can own property, enter into contracts, and continue even if partners change. This separate legal status is one reason LLPs work well for joint ventures, professional services, and businesses that want a flexible partnership structure without giving up corporate-style protection.

Learn the basic structures and legal implications of the LLP Act in our blog that answers all your key questions: LLP FAQs: Structure, Benefits & Legal Basics  

What Does Not Count as a Body Corporate?

The Act also clarifies what does not fall under the definition:

• Co-operative societies
• Corporate soles (a single office held by one individual, such as certain religious or government positions)
• Any body corporate that the Central Government may specifically exclude by notification

This makes the boundary quite clear. If an entity is incorporated under a recognised law and is not part of the excluded categories, it qualifies as a body corporate.

Body Corporates as Partners: What Section 5 Says

The core rule sits in Section 5 of the Act. It states that any individual or body corporate may be a partner in an LLP. This settles the question.

• A company can be a partner.
• A foreign company can be a partner.
• Another LLP can be a partner.

The only exceptions are those excluded in the definition above.

Learn more about the partner and designated partners’ roles in LLPs with our detailed FAQ guide: LLP FAQs: Partners, Designated Roles & Registration

LLP Partnership Rules: Requirements for a Body Corporate

Although a body corporate can join an LLP, it must satisfy certain conditions. These LLP partner requirements ensure that only lawful and traceable entities participate.

1. It must be validly incorporated: An Indian body corporate must be registered under the Companies Act, 2013. A foreign company must be incorporated under its home country’s corporate law.
2. It cannot be a co-operative society: As we mentioned earlier, the LLP Act specifies that these are excluded by definition.
3. It cannot be a corporate sole: This is an old legal concept referring to a single office occupied by one person.
4. It must appoint an authorised person: A company cannot attend meetings or sign forms. So it must nominate an individual to act on its behalf. This nominee’s details appear in the LLP agreement and in MCA filings.
   Note: The authorised representative only speaks and signs for the company. They do not become a designated partner unless the company appoints them to that role separately.
5. It must contribute to the LLP: The contribution may be money, property, or intangible value. This must be recorded properly.

These simple conditions allow smooth entry of a corporate partner in LLP structures.

Thus, before introducing a body corporate as a partner or adding a new partner to your LLP, it is important to understand these rules and requirements clearly. Along with this, keep track of who can legally become a partner and who cannot, so you avoid compliance issues later.

How the LLP Agreement Handles a Corporate Partner

The LLP agreement is where the details sit. It is wise to draft it carefully. When a corporate partner joins, the agreement should clearly record:

• The name and registration details of the body corporate
• Details of its authorised representative
• The contribution amount
• Voting rights
• Profit-sharing
• Participation in management
• Rules for the replacement of the nominee
• Exit provisions

Because companies may change nominees often, clarity in the LLP agreement helps prevent disputes and delays.

For a deeper look at what an LLP agreement should include, refer to this detailed guide: What is LLP Agreement? Contents, Provisions and Concepts

The Real Question: Who Acts as Designated Partner?

This is where founders become unsure. When a body corporate becomes a partner, can it also act as a designated partner?

The short answer is no.

Designated partners must be individuals.

The Act requires every LLP to have at least two designated partners. At least one must be a resident of India (for at least 182 days). Designated partners are responsible for compliance, filings, and statutory obligations.

This raises two situations.

Situation 1: All partners are body corporates

If every partner is a company or LLP, then each corporate partner must nominate an individual to act as a designated partner. These nominees handle compliance and carry the legal duties.

Situation 2: Some partners are individuals and some are body corporates

Here, the LLP must appoint two individual partners as designated partners.

One must be a resident of India.

If two individual partners are already present, no nomination from the corporate partner is required.

To understand the different roles partners and designated partners can play within an LLP, including how corporate partners fit into the structure, you can explore this detailed comparison of partner types: Difference between Partner and Designated Partner in LLP

Why Companies Choose to Become LLP Partners

Businesses choose this model for practical reasons.

• It offers low compliance compared to company structures.
  
• It limits liability to the agreed contribution.
  
• It reduces tax complications.
  
• It allows quick entry into joint ventures.
  
• It creates a flexible partnership model without losing legal protection.

A corporate partner in LLP structures also gives stability. Companies usually bring deeper resources, better networks, and operational discipline.

Things to Consider Before Adding a Corporate Partner

It is easy to admit a body corporate in an LLP, but plan the following.

• Board approvals: A company must pass a board resolution before joining as a partner.
• Nominee clarity: The nominee must be authorised clearly. Their DIN or PAN must be updated in filings.
• FEMA compliance for foreign partners: If the corporate partner is foreign, FEMA rules apply. Keep documents ready.
• Control and voting: Decide how voting rights will work so that no partner dominates the LLP unintentionally.

Conclusion

The law is clear. A body corporate can be a partner in an LLP, provided it is properly incorporated, not part of the excluded categories, and represented by an authorised individual. The only fixed rule is that designated partners must always be individuals, so companies joining an LLP must either nominate someone or rely on existing individual partners.

With these conditions in place, the structure works smoothly and offers all the flexibility and protection that LLPs are known for.

If you need help with an LLP registration, adding partners in LLP, or preparing the right agreement, the team at LegalWiz.in can handle the registration and compliance while you focus on running the business.