Three statements on the LLP: separate entity, designated partners, partner as agent

(i) Separate legal entity. An LLP is a body corporate, a legal entity separate from its partners; it has perpetual succession, and any change in its partners does not affect its existence, rights or liabilities. It can own property, contract and sue and be sued in its own name, and its liability is that of the LLP, not of the partners, whose liability is limited to their agreed contribution.

(ii) Designated partners' responsibility. Under section 8 of the Limited Liability Partnership Act, 2008, unless the Act expressly provides otherwise, a designated partner is responsible for doing all acts, matters and things required to be done by the LLP to comply with the Act, including filing any document, return, statement and report under it and as specified in the LLP agreement, and is liable to all penalties imposed on the LLP for any contravention of those provisions. The statement is therefore correct as the general rule: compliance with the Act is the designated partners' responsibility. It is not theirs alone: for some contraventions the Act punishes the LLP and every partner, for instance the LLP's failure to have the required designated partners (s. 10(1)). Every LLP must have at least two designated partners who are individuals (s. 7(1)).

(iii) Partner as agent. Under the principle of mutual agency in an LLP, all partners are the agents of the LLP alone, and no one partner can bind another by his acts; no partner is liable for the independent or unauthorised actions of other partners. Because the LLP is a separate entity, a partner's authorised acts bind the LLP, not his fellow partners; in a partnership firm, by contrast, each partner is the agent of the firm and of the other partners.