A Designated Partner plays a crucial statutory role in a Limited Liability Partnership (LLP). They are responsible for ensuring compliance, signing annual filings, maintaining books of accounts, and representing the LLP before the Registrar.
Under the LLP Act, every LLP must have at least two Designated Partners, and at least one must be a resident of India.
This Saving Mantra guide explains the end-to-end appointment process, required documentation, MCA filing steps, and compliance rules.
1. Understanding Who Can Be a Designated Partner
An individual is eligible to become a Designated Partner if they:
- Are at least 18 years old
- Are not disqualified under the LLP Act
- Possess a valid Digital Signature Certificate (DSC)
- Possess a Designated Partner Identification Number (DPIN) or apply for one
- Provide consent to act as a designated partner
Unlike companies, LLPs do not require DIN; they require DPIN, which is generated through MCA filings.
2. Step-by-Step Process for Appointment of a Designated Partner
Step 1: Obtain Digital Signature Certificate (DSC)
A DSC is mandatory for signing LLP forms.
If the incoming partner does not have one, it must be procured first through a licensed certifying authority.
Step 2: Apply for DPIN (if not available)
If the partner does not already have a Designated Partner Identification Number:
- File DIR-3 (if applicable) or apply during incorporation/other filings.
- Attach ID proof, address proof, photograph, and DSC.
Once approved, MCA issues a unique DPIN.
Step 3: Obtain Consent to Act as a Designated Partner
The incoming partner must provide:
- Consent Letter to act as a Designated Partner
- Declaration of non-disqualification under the LLP Act
- KYC documents (PAN, Aadhaar, address proof)
The LLP should maintain these documents in its statutory records.
Step 4: Execute Supplementary LLP Agreement
To officially include the new partner and their profit-sharing ratio, a Supplementary LLP Agreement must be drafted and executed.
Key updates include:
- Name of new designated partner
- Rights and duties
- Contribution details
- Updated profit-sharing ratio
The agreement must be executed on non-judicial stamp paper as per state stamp laws.
Step 5: File Form LLP-3 for Agreement Changes
File Form LLP-3 on the MCA portal to submit the updated LLP Agreement.
Attach:
- Supplementary LLP Agreement (PDF)
- Resolution/Consent of Partners
- Any other supporting documents
Step 6: File Form LLP-4 (Notice of Appointment)
This is the main statutory filing for appointment.
Form LLP-4 includes:
- DPIN of the incoming designated partner
- Date of appointment
- Consent letter
- Personal KYC details
After submission and approval, the partner is officially recorded as a Designated Partner in the MCA database.
3. Documents Required
For the Designated Partner
- PAN Card
- Aadhaar / Passport / Voter ID
- Latest address proof (utility bill or bank statement — not older than 2 months)
- Passport-size photo
- DSC
- Consent letter to act as a designated partner
- Declaration of eligibility
For the LLP
- Board / Partner Resolution
- Supplementary LLP Agreement
- Updated partner list
- Registered office documents (if required)
4. Timeline Summary
| Step | Approx. Time |
|---|---|
| DSC procurement | 1 day |
| DPIN approval | 1–2 days |
| Drafting & signing Supplementary Agreement | 1 day |
| Filing LLP-3 & LLP-4 | 1 day |
| MCA approval | 2–3 days |
Total estimated time: 4–7 working days.
5. Responsibilities of a Designated Partner
Once appointed, the designated partner must:
- Ensure timely annual filings (Form 8 & Form 11)
- Maintain books of accounts
- Represent the LLP legally
- Manage compliance and statutory registers
- Ensure changes in LLP are filed within deadlines
- Cooperate in audits and regulatory inspections
6. Practical Tips from Saving Mantra
- Always verify DPIN details before filing LLP-4 to avoid rejection.
- Ensure the DSC of the new partner is active and mapped to their DPIN.
- Draft a clear Supplementary Agreement outlining roles and contribution.
- Keep proper internal records for audit and legal verification.
- For multiple appointments, sequence LLP-3 and LLP-4 filings correctly.
Conclusion
The appointment of a Designated Partner is a legally significant step and must be completed with accurate documentation and timely MCA filings. A structured workflow ensures compliance and protects the LLP from penalties or delays.
The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances. All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.