Minimum 2 individuals (or Bodies Corporate) shall act as DP.
At least 1 DP must be a Resident of India.
Resident in India = a person who has stayed in India for ≥ 120 days during the FY.
### What if all partners are Bodies Corporate?
If all partners are BCs, OR if some are individuals and some BCs, then 2 individuals — being partners or nominees of BCs — shall act as DP.
### Failure to appoint 2 DPs (penalty)
LLP: ₹10,000 + ₹100/day, max ₹1 lakh.
Every partner: max ₹50,000.
### (2) Mode of appointment via incorporation document
If incorporation doc specifies who are to be DP → those persons become DP on incorporation.
If incorporation doc states that each partner from time to time will be DP → every partner is DP.
A person may become or cease to be DP per the LLP Agreement.
### (3) Consent & filing with ROC
Every partner appointed as DP must give prior written consent.
LLP must file particulars of DP with ROC within 30 days of appointment.
Failure to file with ROC: LLP — ₹5,000 + ₹100/day max ₹50,000; DP — max ₹25,000.
### (4) DPIN
Every DP must obtain a Designated Partner Identification Number (DPIN) from CG.
Note: DIN (Director Identification Number) and DPIN can be used interchangeably.
## Section 8 — Liabilities of a DP
Unless otherwise provided, a DP shall be:
1. Responsible for doing all acts of LLP including filing of documents, returns, statements, etc.
2. Liable to all penalties imposed on the LLP.
## Section 9 — Changes in DP / Vacancy
### (1) Vacancy
LLP may appoint a DP within 30 days of vacancy (any reason).
### (2) No DP / Only 1 DP
If at any time there is no DP, or only 1 DP, then each partner shall be deemed to be a DP.
### Contravention penalty (Sec 9)
LLP: ₹10,000 + ₹100/day, max ₹1 lakh.
Every partner: max ₹50,000.
Worked example
### Example 1
Q. PQR LLP has 4 partners — P (Indian resident, stayed 200 days), Q (NRI, stayed 80 days), R (a foreign LLP), S (a foreign company). Does PQR LLP satisfy Sec 7(1)?
A. Need at least 2 individuals as DP and at least 1 DP must be resident. Individuals available: P and Q. But Q stayed only 80 days (< 120) and is not 'resident in India'. P qualifies as resident DP. We still need a second individual DP. R and S being BCs can nominate individuals to act as DP. So the LLP must appoint a nominee individual of R or S as the second DP. Without this, Sec 7(1) is contravened.
### Example 2
Q. ABC LLP appointed Mr X as DP on 1 Apr 2026. ABC LLP filed particulars with ROC on 15 May 2026. Is there a default?
A.Yes. The 30-day window expired on 1 May 2026. Filing on 15 May 2026 is delayed by 14 days. Penalty: ₹5,000 + ₹100/day on LLP (max ₹50,000) and up to ₹25,000 on the DP. [Sec 7(3)]
### Example 3
Q. An LLP had 2 DPs. One resigned on 1 June 2026. On 20 June 2026, no replacement was appointed and the remaining partners did not act as DP. Is the LLP in default?
A. Sec 9(1) allows 30 days to fill the vacancy. The 30-day window ends on 1 July 2026. On 20 June, LLP is still within the window. Additionally, under Sec 9(2), since only 1 DP remains, every partner is deemed to be a DP — so all partners are responsible for compliance in the interim.
⚠️ Common exam mistakes
Using the 182-day test (Income Tax) for 'resident' — for LLP Act, the threshold is 120 days during the FY.
Filing DP particulars after 30 days without realising the penalty applies separately to both LLP and DP.
Treating DPIN and DIN as separate identifiers requiring distinct applications — they are interchangeable.
Forgetting that if all partners are Bodies Corporate, 2 individuals (nominees of BCs) must still act as DP — DPs cannot themselves all be BCs.
Missing Sec 9(2): when no DP / only 1 DP exists, every partner is deemed a DP — so liability sweeps in widely.
Bare-Act text Sections 7, 8 & 9 · Limited Liability Partnership Act, 2008 · click to expand
Section 7(1): Every limited liability partnership shall have at least two designated partners who are individuals and at least one of them shall be a resident in India... Explanation — For the purposes of this section, the term 'resident in India' means a person who has stayed in India for a period of not less than one hundred and twenty days during the financial year.
Section 8: Unless expressly provided otherwise in this Act, a designated partner shall be — (a) responsible for the doing of all acts, matters and things as are required to be done by the limited liability partnership in respect of compliance of the provisions of this Act including filing of any document, return, statement and the like report pursuant to the provisions of this Act and as may be specified in the limited liability partnership agreement; and (b) liable to all penalties imposed on the limited liability partnership for any contravention of those provisions.
Section 9: A limited liability partnership may appoint a designated partner within thirty days of a vacancy arising for any reason and provides that if no designated partner is appointed, or if at any time there is only one designated partner, each partner shall be deemed to be a designated partner.