# Designated Partners (DP) [Sections 7 to 10]

## Liability of Designated Partners [Section 8]

Designated Partners are:

Responsible for all acts required to be done by the LLP for compliance with the Act and LLP Agreement.
Liable to all penalties imposed on the LLP for contravention of those provisions.

## Mandatory Requirement

Every LLP shall have at least 2 individual partners as Designated Partners.
At least 1 of them shall be Resident in India.

### Meaning of 'Resident in India'

A person who has stayed in India for ≥ 120 days during the financial year.

## Special Case: All Partners are Body Corporates

If all partners are body corporate, OR if fewer than 2 individuals are partners:

Individuals who are partners of LLP or nominees of body corporate partners shall become DPs.
Sequence: Firstly, individuals (already partners) are appointed as DP; the remaining DPs shall be nominees.

### Penalty for Default

LLP and all partners: penalty of ₹10,000 + further penalty of ₹100/day [max ₹1 lakh for LLP, ₹50,000 for partner].

## Who Acts as Designated Partner?

If incorporation document states	Effect
Name of DP	Such person shall be DP on incorporation
Each partner to be DP	All partners shall be DP

Otherwise: A partner may become and cease to be a DP as per the LLP Agreement.

## Eligibility, DPIN & Consent

Individual eligible to be DP shall satisfy prescribed conditions. Default penalty: ₹10,000 + ₹100/day [max ₹1 lakh for LLP, ₹50,000 for partner].
DP shall obtain Designated Partner Identification Number (DPIN) from CG. Sections 153 to 159 of Companies Act (DIN provisions) apply mutatis mutandis.
Individual shall give prior consent to LLP to act as DP.
LLP shall file particulars of DP with ROC within 30 days of appointment. Default penalty: ₹5,000 + ₹100/day [max ₹50,000 for LLP, ₹25,000 for each DP].

## Changes in Designated Partners [Section 9]

LLP may appoint a DP within 30 days of a vacancy and file particulars with ROC within 30 days of appointment.
If DP is not appointed, OR if at any time there is only 1 DP, all partners are deemed to be DPs.
Default penalty: ₹10,000 + ₹100/day [max ₹1 lakh for LLP, ₹50,000 for partner].

Worked example

### Example 1

Example 1: XYZ LLP has 3 partners, all body corporate. Each body corporate nominates an individual. The 2 DPs are nominees — this is valid as no individuals are partners.

### Example 2

Example 2: ABC LLP has 4 partners: 2 individuals (one Indian-resident, one non-resident) and 2 body corporates. The 2 individuals can act as DPs, with the Indian-resident satisfying the residency requirement.

### Example 3

Example 3: PQR LLP has only 1 DP after one DP resigned. Until a new DP is appointed, all partners are deemed to be DPs under Section 9.

⚠️ Common exam mistakes

Counting residency as 182 days (like income tax) — for DP it is 120 days during the FY.
Forgetting that DPs are personally liable for penalties imposed on the LLP for contravention — limited liability does not protect them from compliance defaults.
Missing the 30-day window for filing particulars of new DP with ROC.
Treating only one DP as compliant — minimum is 2 individual DPs.

Reference: Sections 7, 8, 9 and 10 — LLP Act, 2008

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Designated Partners (Sections 7 to 10)

Worked example

⚠️ Common exam mistakes