Who Is a Designated Partner in an LLP? Roles, Qualifications, DIN, and More

In India, Limited Liability Partnerships (LLPs) offer a flexible structure with the benefits of limited liability and partnership-like operations. However, every LLP must appoint at least two designated partners who hold greater legal responsibility than regular partners. Understanding who a designated partner is, how they differ from other types of partners, and their compliance duties is critical for any business planning to register as an LLP.

What Is a Designated Partner?

A Designated Partner is a partner who is responsible for the regulatory and legal compliance of an LLP under the Limited Liability Partnership Act, 2008. They are named in the incorporation documents and entrusted with duties such as filing returns, maintaining statutory records, and representing the LLP before authorities.

Unlike ordinary partners who may only contribute capital or participate in profit-sharing, designated partners have statutory accountability toward the functioning and compliance of the LLP.

Designated Partner vs Managing Partner vs Sleeping Partner

Particulars Designated Partner Managing Partner Sleeping Partner
Legal Recognition Defined under LLP Act, 2008 Conceptual/Functional, not legally defined in LLP Act No statutory definition
Compliance Responsibility Yes – accountable for MCA filings, books of accounts, etc. Operational management; may not handle compliance No role in day-to-day operations or compliance
Participation in Management Mandatory Active Inactive
Visibility to Public Name is disclosed in public records and ROC May or may not be publicly visible Not usually mentioned in public documents

Qualifications of a Designated Partner

To be appointed as a designated partner in an LLP, the individual must:

  • Be a natural person (not a body corporate).

  • Be at least 18 years of age.

  • Possess a valid Designated Partner Identification Number (DPIN or DIN).

  • At least one designated partner must be a resident of India, i.e., stayed in India for at least 120 days during the financial year.

  • Be capable of entering into a contract, i.e., not legally disqualified.

Disqualification of a Designated Partner

A person is disqualified from being a designated partner if:

  • Declared of unsound mind by a competent court.

  • Has been adjudicated as insolvent or has applied to be declared so.

  • Has been convicted of an offence involving moral turpitude and sentenced to more than six months.

  • Has not complied with DIN regulations or has been disqualified under the Companies Act, in some instances.

  • Has been disqualified from directorships, which may extend to LLPs if overlapping.

Maximum Number of Designated Partners in LLP

There is no statutory maximum limit on the number of designated partners in an LLP under Indian law. However, a minimum of two is mandatory at all times. One of them must be a resident Indian.

Businesses can appoint more designated partners depending on the size and operational requirements of the LLP.

DIN for Designated Partners

To become a designated partner, one must apply for a Designated Partner Identification Number (DPIN). This unique number is used to identify the individual in all MCA filings and is mandatory for anyone intending to act in this capacity.

As of now, DIN and DPIN have been merged. An individual with an existing DIN (Director Identification Number) can also act as a designated partner without applying separately for a DPIN.

How to Apply for a DIN?

  1. File Form DIR-3 with the Ministry of Corporate Affairs (MCA).

  2. Submit identity proof, address proof, and a recent photograph.

  3. The form must be digitally signed and verified by a practicing CA, CS, or CMA.

Upon approval, MCA will issue a unique 8-digit DIN to the applicant.

DIN Compliance for Designated Partners

Designated partners must also comply with DIN-related obligations, including:

  • DIR-3 KYC Filing every financial year before 30th September.

  • Updating email and mobile number linked to DIN.

  • Ensuring no duplicate or inactive DIN exists under their name.

  • Non-compliance with DIR-3 KYC may lead to deactivation of DIN and a penalty of ₹5,000.

Designated partners should maintain ongoing compliance to avoid penalties, disqualification, or legal consequences for the LLP.

Conclusion

A Designated Partner plays a pivotal role in the compliance, governance, and legal health of an LLP in India. Whether you’re forming a new LLP or restructuring an existing one, understanding their responsibilities, legal requirements, and distinctions from other partners is essential.

By choosing qualified designated partners and staying up to date with DIN and LLP Act compliance, you ensure your LLP remains legally sound and avoids penalties from MCA.

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