Limited Liability Partnership (LLP)
Partners and designated partners in an LLP
In short
An LLP needs at least two partners and at least two designated partners who are individuals, one of them resident in India. Designated partners are responsible for the LLP's legal compliance.
An LLP needs at least two partners and at least two designated partners who are individuals, and at least one designated partner must be resident in India. Every LLP has partners; some of them are also designated partners — the ones the law holds responsible for compliance. These are the basic LLP Registration eligibility rules for the people involved.
Who can be a partner in an LLP?
An LLP needs at least two partners, and there is no maximum. A partner can be an individual or a body corporate (such as a company or another LLP). A partner shares in the profits and losses as set out in the LLP Agreement and contributes capital, property or services as agreed.
If the number of partners falls below two and the LLP carries on business for more than six months with only one partner, that one partner can become personally liable for the LLP's obligations during that period (Section 6 of the LLP Act, 2008). So a partner's exit should be planned together with a replacement.
What is a designated partner?
- Every LLP must have at least two designated partners who are individuals.
- At least one designated partner must be resident in India — that is, stayed in India for at least 120 days during the financial year (Section 7 of the LLP Act, as amended in 2021).
- If a body corporate is a partner, it nominates an individual to act as designated partner.
- Designated partners are responsible for filings, returns and compliance under the LLP Act.
Partner vs designated partner: what is the difference?
| Point | Partner | Designated partner |
|---|---|---|
| Minimum number | 2 | 2 (individuals) |
| Can be a company or LLP | Yes | No — a body corporate acts through a nominated individual |
| Needs a DIN | No | Yes |
| Residency condition | None | At least one must be resident in India |
| Responsible for LLP compliance and penalties | Not as designated partner | Yes |
Do designated partners need a DIN?
Each designated partner needs a DIN. It is the same Director Identification Number used for companies — if you already have one as a director, you use it for the LLP as well. The KYC rules for DIN apply equally: DIR-3 KYC is now due once every three financial years, by 30 June, and a missed KYC deactivates the DIN until it is filed with a ₹5,000 late fee.
Every designated partner also gives written consent to act, and signs forms using a Digital Signature Certificate (DSC).
How are changes in partners reported?
When a partner joins, leaves or becomes a designated partner, the change must be reported to the Registrar within 30 days (in Form 4, with the partner's consent where needed), and the LLP Agreement is updated if needed — the amended agreement is filed in Form 3. Since 1 April 2022, late filing of these forms attracts an additional fee that is a multiple of the normal filing fee and rises with the delay.
Key takeaways
- Minimum two partners, and two individual designated partners.
- At least one designated partner resident in India.
- Designated partners carry the compliance responsibility.
Frequently asked questions
What is the difference between a partner and a designated partner in an LLP?
Every designated partner is a partner, but not every partner is a designated partner. Partners contribute to the LLP and share its profits. Designated partners are the individuals the LLP Act holds responsible for compliance, such as filing returns, forms and documents with the Registrar and paying penalties if the LLP defaults.
Can a company be a partner in an LLP?
Yes. A body corporate, such as a company or another LLP, can be a partner in an LLP. Because a company cannot sign as a person, it nominates an individual to act as designated partner on its behalf. That nominee needs a DIN and must give consent like any other designated partner.
Can an NRI be a designated partner in an LLP?
Yes, an NRI or foreign national can be a partner or designated partner in an LLP, subject to foreign investment rules. However, at least one designated partner must be resident in India, which under the LLP Act means someone who has stayed in India for at least 120 days during the financial year.
What happens if an LLP has fewer than two partners?
If the number of partners falls below two and the LLP continues business for more than six months with a single partner, that remaining partner becomes personally liable for the LLP's obligations incurred during that period, if they knew about it. A new partner should be admitted and reported to the Registrar in Form 4 within 30 days.
Do designated partners need a DIN?
Yes. Every designated partner needs a Director Identification Number (DIN). It is the same DIN used by company directors, so a person who already has one uses it for the LLP too. A DIN holder must complete DIR-3 KYC once every three financial years, by 30 June, or the DIN is deactivated until KYC is done with a ₹5,000 late fee.
