LLP VS Partnership

LLP vs Partnership: A Practical Comparison

  • Legal Structure
  • LLP (Limited Liability Partnership):
    • Hybrid structure combining features of a company and a partnership.
    • Registered under the LLP Act, 2008.
    • Has a separate legal identity from its partners.
  • Partnership Firm:
  • Traditional business form governed by the Indian Partnership Act, 1932.
  • No separate legal entity (partners and firm are legally the same)
  • Liability
  • LLP: Partners have limited liability. They’re not personally liable for business debts or misconduct of other partners.
  • Partnership: Partners have unlimited liability. Each partner is jointly and severally liable for all debts and actions of the firm.
  • Registration & Compliance
  • LLP:
    • Mandatory registration with Ministry of Corporate Affairs (MCA).
    • Requires LLP Agreement, annual filings (Form 8, Form 11, etc), and audit if turnover exceeds 40 lakh or contribution exceeds 25 lakh.
  • Partnership:
    • Registration is optional (though recommended).
    • Minimal compliance – no annual filings with MCA, audit only if applicable under Income Tax Act.
  • Taxation
  • Both LLP and Partnership firms are taxed similarly under the Income Tax Act: 
    • Flat rate of 30% + surcharge + cess.
    • No dividend distribution tax (unlike companies).
    • Remuneration and interest to partners allowed as deduction (subject to limits).
  • Flexibility & Governance
  • LLP:
    • More structured- governed by LLP Agreement.
    • Designated Partners have defined roles and responsibilities.
    • Suitable for scaling and attracting institutional investors.
  • Partnership:
  • Highly flexible- governed by mutual understanding or partnership deed.
  • Ideal for small, closely held businesses with informal governance.
  • Suitability

Criteria

LLP

Partnership

Liability Protection

Yes

No

Legal Identity

Separate Entity

Not Separate

Compliance Burden

Moderate

Low

Investor Preference

Preferred

Less Preferred

Ease of Setup

Moderate

Very Easy

Scalability

Good for growth

Limited

  • Conclusion 

If you’re looking for a low-cost, low-compliance setup for a small business with trusted partners, a Partnership Firm may suffice. But if you want liability protection, credibility, and room to grow, an LLP is the smarter, future-ready choice.

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