How to Add a Designated Partner in an LLP
Every LLP must have at least two designated partners at all times - and at least one must be an Indian resident. Adding a designated partner requires an amendment to the LLP Agreement and filing with the MCA within 30 days.
Who Is a Designated Partner?
Under Section 7 of the LLP Act, 2008, every LLP must designate at least two partners as “designated partners”. A designated partner is personally responsible for ensuring that the LLP meets all its statutory and regulatory obligations - including filing annual returns and financial statements. If the LLP defaults, the designated partners are the individuals who face personal liability for penalties.
- Minimum of two: An LLP must always have at least 2 designated partners. If the number falls below 2 (due to resignation or death), the LLP must appoint a replacement within 30 days.
- Residency requirement: At least one designated partner must be resident in India - meaning present in India for 182 or more days in the immediately preceding financial year.
- DPIN required: Every designated partner must hold a Designated Partner Identification Number (DPIN), which is the same as a DIN.
Eligibility for a New Designated Partner
- Must be an individual - a body corporate cannot be a designated partner (though it can be an ordinary partner).
- Must not be disqualified under the LLP Act - no undischarged bankruptcy, no conviction for fraud or dishonesty.
- Must obtain a DPIN (same as DIN) if not already held.
- Must give written consent to act as a designated partner.
- Must have a valid Digital Signature Certificate (DSC) for signing MCA filings.
Step-by-Step Process
Apply for DPIN if not already held
If the incoming designated partner does not have a DIN or DPIN, file Form DIR-3 on the MCA portal with PAN, Aadhaar, photograph, and address proof to obtain one.
Pass a partners' resolution approving the addition
Hold a partners' meeting or circulate a written resolution. All existing partners (or the majority required under the LLP Agreement) must approve the addition of the new designated partner.
Obtain consent letter and declaration from the new designated partner
The new designated partner must sign a written consent confirming they agree to act as designated partner and are not disqualified. This is filed with Form 4.
Execute a Supplementary LLP Agreement
The LLP Agreement must be amended to reflect the change in designated partners. Draft a supplementary agreement and execute it on non-judicial stamp paper of the applicable value.
File Form 4 - Notice of Change in Partners
File Form 4 on the MCA LLP portal within 30 days of the change. Attach the consent letter, declaration, and the supplementary agreement.
File Form 3 if the LLP Agreement is amended
If the supplementary LLP Agreement changes any material terms beyond simply recording the new partner, file Form 3 (LLP Agreement information) alongside Form 4.
Documents Required
- ✓DPIN certificate of the new designated partner
- ✓DSC of the new designated partner
- ✓Consent letter signed by the new designated partner
- ✓Declaration of non-disqualification from the new designated partner
- ✓Partners' resolution approving the addition
- ✓Supplementary LLP Agreement executed on stamp paper
- ✓Updated LLP Agreement (with supplementary incorporated)
- ✓Form 4 and Form 3 (if required) with all attachments
Timeline and Penalties
30 days
Filing Deadline
From date of change - Form 4 and Form 3
₹100/day
Late Fee
Per form, with no maximum cap
Late filing of Form 4 attracts a fee of ₹100 per day. Given that there is no cap, delays of even a few months can result in significant penalties. File within 30 days of the partner joining.
Responsibilities of Designated Partners
By accepting designation, the new designated partner becomes personally responsible for:
- Filing Form 8 (Statement of Account and Solvency) by 30 October each year.
- Filing Form 11 (Annual Return) by 30 May each year.
- Filing income tax returns for the LLP by the applicable due date.
- Signing and submitting all statutory documents, returns, and compliance filings.
- Personal liability for penalties if the LLP defaults on any of the above obligations.
Personal liability for compliance defaults
Unlike a director of a company (where the company itself is first liable), a designated partner of an LLP faces direct personal penalties for non-filing. Before accepting designation, ensure you have the ability and bandwidth to monitor and ensure the LLP’s compliance calendar.
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