# Designated Partners (Section 7)

## Two Types of Partners in an LLP

Type	Powers
Designated Partner	Can manage the business of LLP AND is responsible for legal/statutory compliances
Normal Partner	Can only manage the business of LLP

## Statutory Requirements

Every LLP shall have at least two designated partners.
At least one of them shall be a resident in India.
Resident in India = a person who has stayed in India for at least 120 days during the immediately preceding one year.

## How a Partner Becomes a Designated Partner

1. Through the Incorporation Document:

If the document specifies who are to be designated partners → those persons become DPs on incorporation.
If the document states that each of the partners from time to time is to be a DP → every partner becomes a DP.

2. Through the LLP Agreement: Any partner may become (or cease to be) a DP in accordance with the LLP Agreement.

3. Prior Consent: An individual shall become a DP only after giving prior consent to act as such (in the prescribed form and manner).

4. Filing with Registrar: The LLP must file the particulars of every individual who has given his consent within 30 days of his appointment.

5. Eligibility: Must satisfy conditions and requirements as may be prescribed.

6. DPIN: Every DP must obtain a Designated Partners Identification Number (DPIN) from the Central Government.

## Quick Recall Mnemonic — "2-1-120-30"

2 designated partners minimum
1 must be resident
120 days stay required to qualify as resident
30 days to file consent with Registrar

Worked example

### Example 1

Q. Mr. A stayed in India for 100 days during FY 2024-25. He is proposed to be the only designated partner of XYZ LLP. Is the appointment valid?

A. No. Two issues — (i) An LLP must have at least two designated partners, not one; (ii) Mr. A does not qualify as a 'resident in India' since he stayed only 100 days (minimum 120 required). Hence appointment is invalid.

### Example 2

Q. ABC LLP appointed Mr. P as a Designated Partner on 1st June 2025 but filed his consent with the Registrar on 10th July 2025. Is there any contravention?

A. Yes. Section 7(4) requires the consent to be filed within 30 days. Here the filing is on the 39th day (10 days late). The LLP and every DP attract a penalty of ₹5,000 plus ₹100 per day of continuing default (subject to maximums under Section 10).

⚠️ Common exam mistakes

Confusing 'resident in India' under the LLP Act (120 days) with the 182-day rule under the Income Tax Act.
Assuming that all partners must be designated partners — only minimum 2 must be DPs.
Forgetting that DPIN is mandatory for designated partners (similar to DIN for company directors).
Missing the 30-day window for filing consent with the Registrar.

Bare-Act text Section 7 · Limited Liability Partnership Act, 2008 · click to expand

Section 7 — Every LLP shall have at least two designated partners and at least one of them shall be a resident in India. 'Resident in India' means a person who has stayed in India for a period of at least 120 days during the immediately preceding one year. Every designated partner shall obtain a DPIN from the Central Government.

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Designated Partners — Concept, Eligibility & Appointment (Section 7)

Worked example

⚠️ Common exam mistakes