Add Designated Partner in LLP

Under Section 7 of the Limited Liability Partnership Act, 2008, every LLP must have at least two Designated Partners at all times. At least one of the Designated Partners must be a resident of India, defined as a person who has stayed in India for not less than 182 days during the immediately preceding financial year. If the number of Designated Partners falls below two for any reason, the LLP must appoint a replacement within a reasonable period to avoid penalties.

A Designated Partner Identification Number is a unique identifier issued by the MCA to individuals who act as Designated Partners in an LLP. The incoming Designated Partner must possess a valid DPIN or a Director Identification Number before the appointment is formalised in MCA records. If the individual does not already hold either, a DPIN application must be filed and approved first. Our process includes verification of this requirement at the outset so there are no delays.

Form LLP-3 is the MCA21 form used to file information about the LLP Agreement and any amendment thereto, including changes in Designated Partners. It must be filed with the Registrar of Companies within 30 days of the change becoming effective. The notarised amended LLP Agreement is submitted as an attachment. Late filing beyond the 30-day window attracts additional fees calculated on a per-day basis under the MCA fee schedule.

Yes. The LLP Agreement is the constitutional document that governs the rights, duties, and identity of Designated Partners. Any change in Designated Partner composition requires a formal amendment to this agreement. The amendment must be executed on stamp paper of the value prescribed by the Stamp Act of the state in which the LLP is registered, notarised, and filed with the Registrar on Form LLP-3. Filing Form LLP-3 without an updated agreement will result in rejection.

Yes, under Section 7(1) of the LLP Act, a body corporate may be a Designated Partner, but only through a nominee individual. The body corporate must nominate a natural person to act as Designated Partner on its behalf, and that individual must hold a valid DPIN. A resolution of the board of the body corporate authorising the nomination is required as a supporting document. The nominee is personally liable for compliance obligations arising from the Designated Partner role.

Under Section 7(5) of the LLP Act, 2008, if an LLP carries on business for more than six months without at least two Designated Partners, every person who is a partner during that period is liable to a penalty of up to Rs. 10,000. Additionally, the Registrar may issue notices and take action under the Act for non-compliance. Prompt appointment of a replacement Designated Partner upon any vacancy is therefore essential to protect all partners.

A newly appointed Designated Partner generally takes on prospective responsibility from the date of appointment and is not personally liable for defaults that occurred before the appointment date. However, it is advisable to conduct a compliance audit of the LLP's MCA filings and tax returns before accepting the role, so that any pending defaults are identified and rectified. Our onboarding process includes a basic compliance health check to protect the incoming partner.

The government fee for filing Form LLP-3 depends on the contribution amount stated in the LLP Agreement. For LLPs with a contribution of up to Rs. 1 lakh the fee is Rs. 50; up to Rs. 5 lakhs it is Rs. 100; up to Rs. 10 lakhs it is Rs. 150; and for higher contribution amounts the fee scales accordingly as per the LLP (Amendment) Rules. If filing is made after the 30-day deadline, late additional fees are imposed at Rs. 100 per day subject to a cap.