Add a Designated Partner: A Step-by-Step Guide

A Designated Partner plays a crucial role in the management and compliance of a Limited Liability Partnership (LLP). Appointing a new Designated Partner is a strategic move that may arise due to expansion, restructuring, or compliance needs. Whether you’re looking to add an individual with specific expertise or align the leadership team with new business goals, understanding the process of adding a Designated Partner is essential.

In this blog, we’ll walk through the key considerations, eligibility criteria, and procedural steps required to add a Designated Partner in an LLP.

Who is a Designated Partner?

A Designated Partner is responsible for ensuring the LLP complies with the legal and regulatory framework laid down by the LLP Act, 2008. They are liable for the filing of documents, maintaining statutory records, and representing the LLP in legal matters.

Key Responsibilities:

• Filing annual returns and statements with the Registrar.

• Maintaining proper books of accounts.

• Ensuring statutory and legal compliance.

• Acting as a point of contact for regulatory authorities.

Eligibility to Become a Designated Partner

Before adding a Designated Partner, make sure the individual meets the following conditions:

• Must be an individual (a body corporate cannot be a Designated Partner).

• Must have a valid Director Identification Number (DIN).

• At least one Designated Partner must be a resident in India, i.e., has stayed in India for a period of not less than 120 days during the financial year.

• Must not be disqualified under the Companies Act or LLP Act.

Procedure to Add a Designated Partner

Here’s a simplified breakdown of the steps involved:

1. Obtain Consent and DIN (if required)

If the individual to be added does not already have a DIN, they must apply for one using Form DIR-3. Along with this, obtain their consent to act as a Designated Partner in writing (Form 9).

2. Pass a Resolution

The existing partners must hold a meeting and pass a resolution approving the appointment of the new Designated Partner.

3. File with the ROC

You must file the following forms with the Registrar of Companies (ROC):

• Form 4: To notify the change in partners/designated partners.

• Form 3: To update the LLP Agreement with the changes reflecting the new partner’s details and role.

4. Update LLP Agreement

The LLP Agreement should be amended to include the new Designated Partner and define their rights and duties.

Timeline and Compliance

Once the resolution is passed, the forms must be filed with the ROC within 30 days from the date of the resolution. Non-compliance can lead to penalties and invalidate the appointment.

Final Thoughts

Adding a Designated Partner to your LLP can bring new energy, ideas, and oversight to your business. However, it’s essential to follow the legal formalities and maintain accurate records to ensure compliance. Seeking professional advice from a company secretary or legal consultant is always recommended to avoid potential pitfalls.

If you’re planning to expand your LLP’s leadership team, now is the perfect time to evaluate how new Designated Partners can contribute to your firm’s growth and governance.

Need help with adding a Designated Partner?
Our experts can guide you through the entire process, from DIN application to agreement modification. Get in touch today for a seamless experience.