Partnership Deed vs LLP Agreement
Partnership Deed vs LLP Agreement — governing documents for partnerships
Overview
Partnership Deed governs a traditional Partnership Firm under the Indian Partnership Act 1932. LLP Agreement governs an LLP under the LLP Act 2008. Both define partner rights, profit sharing, and management, but LLP Agreement is more detailed and must be filed with MCA.
Head-to-Head Comparison
| Factor | Partnership Deed | LLP Agreement | Winner |
|---|---|---|---|
| Applicable Entity | Partnership Firm (Partnership Act 1932) | Limited Liability Partnership (LLP Act 2008) | Tie |
| Filed With Government? | No — registered with local registrar (optional) | Mandatory — filed with MCA on incorporation | B wins |
| Default Rules if No Deed/Agreement | Indian Partnership Act 1932 default rules apply | Schedule I of LLP Act 2008 applies | Tie |
| Amendment Process | Mutual consent of partners + stamp duty on amended deed | Resolution of partners + file amendment with MCA (Form 3) | B wins |
| Liability of Partners | Unlimited joint liability | Limited to contribution | B wins |
| Stamp Duty | State-specific stamp duty on partnership deed | State-specific stamp duty on LLP agreement | Tie |
Data updated for FY 2025–26. Regulations may change — consult a professional before deciding.
Which Should You Choose?
Choose Partnership Deed if…
Draft a Partnership Deed for traditional partnership firms — it governs profit sharing, roles, and dissolution under Partnership Act 1932.
Get Partnership DeedChoose LLP Agreement if…
Draft an LLP Agreement for LLPs — it is filed with MCA and governs the internal management of the LLP, rights and duties of partners, and profit sharing.
Still not sure which to choose?
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Talk to an Expert — FreeFrequently Asked Questions
Common questions about Partnership Deed vs LLP Agreement
If there is no partnership deed, the Indian Partnership Act 1932 default rules apply: equal profit sharing, no interest on capital, partners may claim salary only if agreed, and dissolution requires consent of all partners. A well-drafted deed overrides these defaults.
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