Start with the agreement, then the default rule
Section 23 of the LLP Act gives the agreement its stated role and applies the First Schedule where there is no agreement on a matter. Under the relevant defaults, ordinary decisions use a majority in number with one vote per partner, while admission and a change in the nature of business require the stated all-partner consent. This guide, checked on 26 October 2026, addresses that default governance framework, not Companies Act shareholder resolutions. LLP Act, 2008: section 23 and First Schedule paragraphs 7–9 and 13, official Bombay High Court repository.
Silence can be matter-specific
Under section 23(4), an agreement covering profit shares does not necessarily answer voting, admission or expulsion. Retrieve the actual executed version and valid amendments; map each proposed decision to its governing clause. Do not assume that a filed incorporation document, a contribution ratio or the label designated partner supplies every missing governance term.
Default ordinary voting counts people
First Schedule paragraph 8 gives each partner one vote and uses majority in number. It is not automatically a vote weighted by capital or profit share. Identify the partners entitled to take part and the actual resolution. The examples assume all relevant partners participate, each casts a valid yes or no, no conflicting agreement applies and the matter is an ordinary decision. They do not create a casting vote or a universal rule for disputed abstention/quorum situations.
Two default decisions require all-partner consent
Paragraph 7 addresses introduction of a new partner and paragraph 8 separately addresses changing the nature of business. Do not use an ordinary-vote tally to claim the specified unanimity. Identify existing partner status and the actual proposed change, then preserve the required consents and complete any independent agreement/filing requirements. A preliminary commercial approval is not necessarily completed admission.
Expulsion needs an express power
Paragraph 13 says no majority can expel a partner unless the power is conferred by express agreement between partners. A large voting majority does not supply that missing power. Where a valid express power exists, examine its actual conditions and applicable process; this guide does not say every purported exercise is automatically valid or decide a disputed expulsion.
Record the decision and retain it in the right place
Paragraph 9 requires decisions to be recorded in minutes within thirty days and kept at the registered office. Track the decision date separately from signing and filing dates. A minute should evidence what was actually decided and by whom, not retrospectively invent a consent. The diary illustration below uses an explicit elapsed-calendar-day convention and does not assert a universal holiday extension or replace legal date-counting review.
Applicable primary references
Six worked illustrations
All facts and amounts below are fictional. Assumptions describe the model, not additional statutory rules.
Illustrative example 1: Five-person ordinary vote
With five partners all casting valid votes under the default ordinary rule, three vote yes and two no. Three is more than half of five, so the assumed ordinary resolution passes. A larger contribution held by the two no voters does not change that default headcount tally.
Illustrative example 2: An even split is not a majority
Four partners cast two yes and two no votes. The yes side is 50%, not a majority; at least three affirmative votes would be needed in this fully participating four-person model. Do not invent a chairperson’s casting vote merely to break the tie.
Illustrative example 3: Admission consent gap
An LLP has five existing partners and no different applicable agreement term on admission. Four consent to the proposed introduction and one does not. Consent coverage is 80%, leaving one missing consent; the default all-existing-partner condition is not satisfied by the four approvals.
Illustrative example 4: Nature-of-business change
Six of seven partners consent to an actual change in the nature of business, with one refusing, under the assumed default rule. Six is a headcount majority, but it is not all seven. One further consent remains necessary for this unanimity requirement; relabelling the change as an ordinary purchase does not decide its substance.
Illustrative example 5: Capital weights are a different denominator
Three of five partners vote yes on an ordinary issue; together they hold 30% of contribution, while the two no voters hold 70%. The headcount result is three to two, or 60% yes, under the assumed default. Replacing that with the 30% contribution figure would apply a different voting basis.
Illustrative example 6: Thirty-day minutes diary
A decision is taken on 1 October 2026. Excluding the starting day, thirty calendar days later is 31 October 2026. Recording it on 3 November is three elapsed days after that model endpoint. Use the actual decision and recording evidence and verify the governing counting rules; an internal later signing date does not rewrite the decision date.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Retrieve current governance documents | Executed agreement and valid amendments. |
| 2 | Define the exact proposed matter | Ordinary decision, admission, business-nature change or expulsion. |
| 3 | Map agreement coverage | Applicable clause or matter-specific silence. |
| 4 | Identify relevant partner status | Current partners and valid participation evidence. |
| 5 | Select the governing decision rule | Contractual rule or relevant First Schedule default. |
| 6 | Recalculate the correct tally | Headcount, consents and actual votes under that rule. |
| 7 | Check special requirements | All-partner consent or express expulsion power as applicable. |
| 8 | Record the actual decision date | Contemporaneous resolution and communication evidence. |
| 9 | Complete minutes within the required period | Date calculation, accurate record and registered-office custody. |
| 10 | Address separate implementation steps | Agreement changes, filings and any unresolved dispute. |
Sixteen practitioner FAQs
1. Does the First Schedule replace every LLP agreement?
No. Section 23 makes agreement coverage and matter-specific defaults important.
2. Can an agreement be silent about only one matter?
Yes. Analyse the relevant matter rather than treating the entire agreement as present or absent for all purposes.
3. What is the paragraph 8 ordinary-vote default?
A majority in number, with each partner having one vote.
4. Is contribution percentage the default vote weight?
No.
5. Is designated-partner status an automatic extra vote?
No extra vote is supplied by this default wording.
6. Does a two-to-two split satisfy majority in a four-person model?
No.
7. Does this guide invent a casting vote?
No. Establish a valid governing basis rather than assuming one.
8. What is the default admission consent requirement?
Consent of all existing partners under paragraph 7.
9. Does ordinary majority suffice for changing the nature of business?
The default paragraph 8 rule requires consent of all partners.
10. Does every routine operating decision change the nature of business?
No. Classify the actual proposal on its facts.
11. Can a majority expel a partner without an express power?
Paragraph 13 does not permit that merely by majority.
12. Does an express power guarantee every expulsion is valid?
No. Apply its terms and the relevant legal process.
13. What time does paragraph 9 give for recording decisions in minutes?
Thirty days from taking the decisions.
14. Where are those minutes kept under that paragraph?
At the LLP’s registered office.
15. Can later minutes invent an earlier missing consent?
No. Preserve what actually occurred and resolve defects through a valid process.
16. Do the vote examples decide all quorum or abstention disputes?
No. They assume full participation and valid yes/no votes, with no conflicting agreement term.
Conclusion
Read the LLP agreement matter by matter before applying default voting rules; headcount majority cannot replace the specified unanimous consents or an express expulsion power.