Publish: September 4, 2025
What are the duties of partners in an LLP?
Duty to Act in Good Faith
- Partners must act in good faith and with integrity in all LLP matters
- They are expected to work in the best interest of the LLP and its partners
- Personal interest should not override collective business goals
- Ethical conduct is essential in both internal and external dealings
- Partners should avoid behavior that may harm the reputation or stability of the LLP
Duty to Disclose and Inform
- Partners must fully disclose material facts that affect LLP operations
- Any potential conflict of interest must be promptly reported to other partners
- They are required to share important information related to business decisions
- Transparency in communication is vital to maintaining trust and cooperation
- Failure to disclose relevant facts may result in legal consequences or disputes
Duty to Maintain Confidentiality
- Partners must not disclose confidential business information to outsiders
- This duty continues even after a partner exits the LLP
- Confidentiality covers financial data, client lists, internal strategies, and other proprietary information
- The LLP Agreement may further define specific confidentiality clauses
- Any unauthorized sharing of information is considered a breach of duty
Duty to Contribute and Perform
- Partners must contribute capital or services as agreed in the LLP Agreement
- They must fulfill their roles and carry out assigned responsibilities
- Failure to perform may affect profit sharing or lead to legal action
- Partners should act with reasonable care, skill, and diligence
- The LLP relies on the individual commitment of each partner for smooth functioning
Duty to Comply with the Law
- Partners must ensure compliance with all applicable laws and regulations
- Designated partners have additional responsibilities for filings and statutory disclosures
- They must help maintain books of account, file returns, and meet tax obligations
- Partners must follow provisions under the LLP Act and LLP Agreement
- Non-compliance can lead to penalties, disqualification, or legal liabilities
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