Raman, Sita and Mohan are partners in an LLP firm RSM & Co. engaged in consultancy services. As per the LLP agreement, profits and losses are…
CA Intermediate · Corporate and Other Laws · RTP · January 2026
Raman, Sita and Mohan are partners in an LLP firm RSM & Co. engaged in consultancy services. As per the LLP agreement, profits and losses are shared equally. Raman, requiring funds for personal purposes, transfers 40% of his share of profits to his friend Arjun. After the transfer, Arjun claims that: (a) He is entitled to participate in the management of RSM & Co. (b) Since Raman has transferred part of his rights, he is deemed to be disassociated as a partner of the LLP. You are required to advise, with reference to the Limited Liability Partnership Act, 2008: (i) Whether Raman's partial transfer of rights will lead to disassociation or dissolution of the LLP. (ii) Whether Arjun is entitled to participate in the management of RSM & Co.
Suggested Answer and Working Notes:
As per section 42 of the Limited Liability Partnership Act, 2008, (1) The rights of a partner to a share of the profits and losses of the limited liability partnership and to receive distributions in accordance with the limited liability partnership agreement are transferable either wholly or in part. (2) The transfer of any right by any partner pursuant to sub-section (1) does not by itself cause the disassociation of the partner or a dissolution and winding up of the limited liability partnership. (3) The transfer of right pursuant to this section does not, by itself, entitle the transferee or assignee to participate in the management or conduct of the activities of the limited liability partnership, or access information concerning the transactions of the limited liability partnership. In the given question, Raman has transferred 40% of his share of profits in RSM & Co. to his friend Arjun. In view of the above provisions and facts of the question: (i) Transfer of rights does not by itself cause the disassociation of the partner or a dissolution and winding up of the limited liability partnership. Hence, Raman's partial transfer of rights will not lead to disassociation or dissolution of the LLP. (ii) Transfer of right pursuant does not, by itself, entitle the transferee or assignee to participate in the management in the activities of the limited liability partnership. Hence, Arjun is not entitled to participate in the management of RSM & Co.
Topics: The Limited Liability Partnership Act, 2008
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