# Liabilities of Designated Partners (Section 8)

Unless expressly provided otherwise, a designated partner shall be:

(a) Responsible for doing all acts, matters and things required to be done by the LLP in respect of compliance with the provisions of this Act — including filing of any document, return, statement, report etc., and as may be specified in the LLP Agreement; AND

(b) Liable to all penalties imposed on the LLP for any contravention of those provisions.

> Key idea: Designated Partners stand in the shoes of 'Officer-in-Default' under the Companies Act framework. They are the natural respondents in compliance proceedings.

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# Changes in Designated Partners (Section 9)

An LLP may appoint a Designated Partner within 30 days of a vacancy arising for any reason.
Provisions of Section 7(4) [consent filing] and Section 7(5) [eligibility] apply to such new DP.
Default position: If no DP is appointed, or if at any time there is only one DP, every partner shall be deemed to be a designated partner.

## Why this matters

The 'deemed DP' rule is a safety net — it ensures the LLP is never without responsible persons for compliance, but it expands personal compliance exposure to all partners until the vacancy is filled.

Worked example

### Example 1

Q. XYZ LLP had two DPs — Mr. A and Mr. B. Mr. A resigned on 1st March 2025 and no replacement was appointed. On 20th April 2025, the LLP failed to file an annual return. Who is liable?

A. Since only one DP (Mr. B) remained beyond the 30-day window (i.e., after 31st March 2025), every partner is deemed to be a designated partner w.e.f. that date. All partners are jointly responsible for the default in filing the annual return.

### Example 2

Q. A vacancy of designated partner arose on 1st June 2025. The LLP appointed a new DP on 25th June 2025. Is there any contravention?

A. No. The appointment was made within 30 days as required by Section 9.

⚠️ Common exam mistakes

Believing that only Designated Partners can ever be liable — when a vacancy is not filled, every partner becomes a deemed DP and faces compliance liability.
Confusing Section 9's 30-day appointment window with Section 7(4)'s 30-day filing window — both run independently.

Bare-Act text Sections 8 & 9 · Limited Liability Partnership Act, 2008 · click to expand

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 LLP in respect of compliance of the provisions of this Act ... and (b) liable to all penalties imposed on the LLP for any contravention of those provisions. Section 9 — A LLP may appoint a designated partner within 30 days of a vacancy arising for any reason ... provided 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.

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Liabilities of Designated Partners & Filling Vacancies (Sections 8 & 9)

Worked example

⚠️ Common exam mistakes