Add Designated Partner

Overview

Designated Partners are responsible for managing the LLP and performing all duties related to its operations. An LLP may have at least two designated partners, and it may have more than two designated partners. If an LLP wants to add a designated partner, the LLP agreement must be amended accordingly.

Role and responsibilities of a Designated Partner in an LLP

Signature on Statement of Account and Solvency (Form-8):

The Designated Partner of the LLP is authorized to attach their signature to the Statement of Account and Solvency (Form-8). This form serves as a declaration regarding the financial position of the LLP.

Annual Returns Filing:

The LLP must file annual returns with the Registrar within 60 days from the date of closure of the financial year.

Failure to comply with this requirement can result in a fine exceeding Rs 10,000 for every Designated Partner.

Filing of Documents:

If necessary, the Designated Partner may file other relevant documents on behalf of the LLP.

Cooperation with Authorities:

The Designated Partner must support the authority by providing necessary documents, and information, and signing any required forms.

Cooperation during inquiries or inspections is essential.

Reimbursement of Expenses:

When an investigation is conducted by an inspector, the Designated Partner is responsible for reimbursing any expenses incurred during the process.

Conditions

The proposed designated partner must not be disqualified under the LLP Act, 2008.

The LLP agreement must have provisions for the addition of designated partners.

The proposed designated partner must provide a digital signature certificate.

Age Requirement: The individual must be at least 18 years old.

Eligibility for Individuals and Body Corporates: Any individual or body corporate can be eligible to be a partner in an LLP.

Unique Identification Number: The individual who wishes to become a partner must have a unique identification number (such as an Aadhaar Card).

Minimum Designated Partners: Every LLP must have a minimum of two designated partners.

Sound Mind: The person should be in a sound mind.

No Involvement in Fraudulence: The person shouldn’t be involved in fraudulent activities.

No Maximum Limit on Partners: There is no maximum limit for the number of partners in a limited liability partnership.

Indian National Residing in India: At least one designated partner must be an Indian national who resides in India.

Consent Letter and Proof: Other Designated Partners must provide a consent letter stating their proof and other relevant documents.

Liability and Compliance: A designated partner has liability in the private company for all acts, wrongful or otherwise, and other matters required to comply with the Limited Liability Act, 2008.

Bankruptcy and Settlements: The individual should not have been adjudged bankrupt in the last 5 years and should have properly closed payment settlements with any creditors during that period.

Name or Address Changes: If a partner changes their name or address, they must inform the LLP within 15 days of such revision. The LLP firm is responsible for filing these details with the Registrar within 30 days using Form 4.

Minimum and maximum designated partner 

Here’s the information about the minimum and maximum number of Designated Partners in a Limited Liability Partnership (LLP):

• Minimum Designated Partners: Under the Limited Liability Partnership (LLP) Act, 2008, an LLP must have at least two Designated Partners.
• No Upper Limit: There is no upper limit on the number of Designated Partners an LLP can have.

Checklist:

• Check the LLP agreement for provisions related to the addition of designated partners.
• Check if the proposed designated partner is eligible under the LLP Act, 2008.
• Update the LLP agreement to reflect the addition of the designated partner.
• Obtain the consent of all existing designated partners.

The criteria for who cannot be appointed as a Designated Partner in an LLP:

Undischarged Insolvent: A person who is still under the status of insolvency as declared by a court and has not settled their debts.

Convicted of Fraud or Dishonesty: Individuals convicted of crimes involving deceit, such as fraud, forgery, or cheating.

Convicted Under Companies Act, 2013: Those found guilty of offences under this act, including fraudulent trading and insider trading.

Disqualified Company Director: Persons barred from directorship by a court or the Securities and Exchange Board of India (SEBI).

Minor: An individual below the age of 18 years.

Body Corporate: Legal entities distinct from their members, like companies, LLPs, and trusts.

Specific penalties include:

At Registration: Dissolution by the Registrar of LLPs if less than two Designated Partners are listed at the time of LLP registration.

Post-Registration: Dissolution unless two Designated Partners are appointed within 30 days after an event causing the LLP to have less than two Designated Partners.

Financial Penalty: A penalty of up to Rs. 1 lakh imposed by the Registrar of LLPs for failing to appoint a Designated Partner within the required timeframe.

Compensation Liability: The LLP may need to compensate any losses incurred due to its failure to appoint a Designated Partner.

Documents Required:

• Copy of LLP agreement.
• Copy of PAN card of proposed designated partner.
• Copy of address proof of proposed designated partner (Voter ID, Passport, Driving License, Aadhaar Card).
• Copy of consent letter from proposed designated partner.
• Copy of digital signature certificate of the proposed designated partner.

The process for appointing a Designated Partner in an LLP

Flexibility in Partnership: LLPs offer the flexibility to add or remove partners at any time. It’s crucial that the incoming designated partner is fully informed about their roles and responsibilities.

Obtaining DIN and Digital Signature: To add a designated partner, first, secure a Director Identification Number (DIN) and a Digital Signature. A consent letter from the partner is also necessary.

Partnership Deed Amendment: The decision to include a new designated partner is formalized in a meeting and reflected in the supplementary partnership deed.

Drafting Assistance: We provide assistance in drafting the partnership deed.

Filing Form-4: Post-appointment, the new partner must file Form-4 within 30 days, accompanied by the additional and original deed.

Filing Form-3: Subsequently, Form-3 should be filed along with the partnership deed within 30 days of the appointment.

Finalization: After completing these steps, the new designated partner’s name will be officially added to the LLP and displayed on the MCA (Ministry of Corporate Affairs) website.