Every business organizations have members/ partners who are responsible for carrying out the affairs of the company in a fair and prudent manner. Limited Liability Partnerships (LLP) are also required to have partners and designated partners in its entity. Both partners & designated partners in a LLP are responsible for all acts, matters and things required to be done in a limited liability partnership (LLP).
Here’s a brief idea regarding the liabilities, changes if any in respect of partners & designated partners of a LLP.
Eligibility to become partner – Any individual or body corporate can be a partner in a Limited Liability Partnerships. However, an individual is not eligible for becoming a partner in LLP if –
- He is of unsound mind
- He is an undischarged insolvent
- He has applied to be adjudicated as an insolvent and his application is pending.
Minimum no. of partners – A LLP shall have minimum 2 partners.
Minimum no. of designated partners – An LLP shall have at least 2 designated partners who are individuals, of which one of them should be a Resident of India.
Obtain DIN – Every designated partner is required to obtain DIN (Director’s Identification Number) which is allotted by the Ministry of Corporate Affairs (MCA).
Eligibility Criteria –
- If the incorporation document specifies who are to be the designated partners, such persons shall act as designated partners on its incorporation.
- Any partner may intend to become the designated partner by and in accordance with the LLP agreement and they may cease to be a designated partner in accordance with the LLP agreement.
- An individual to be a designated partner should give his prior consent in order to act as a designated partner in such form and manner.
- Within 30 days of appointment of such designated partners, every LLP shall file with the Registrar the particulars of every individual who give his consent to become a designated partner.
LIABILITIES OF DESIGNATED PARTNERS
The designated partners in a LLP shall be –
- Responsible for the doing of all acts and things that are required to be carried out by the LLP and is responsible for the compliance of the provisions and includes filing of document / returns/ statements of LLP Act and as may be specified in the LLP agreement; and
- Are liable to all penalties imposed on the LLP for any contravention of those provisions.
DUTIES OF DESIGNATED PARTNERS
The duties of designated partners in a Limited Liability Partnership (LLP) are same as that of partners. Also they perform the same role as that of a director performs in a Company. They are governed by mutual rights and duties as provided in the LLP agreement. Some of the major duties of a designated partner in a LLP are as follows –
- Filing of any Annual return, Statement of Accounts and other documents specified under the provisions of LLP Act with the Registrar of Companies (ROC).
- Notify any changes in the LLP’s to Registrar of Companies.
- Responsible for signing all the e- Forms filed with the Registrar of Companies.
- Signing of the Statement of Accounts & Solvency by the Designated Partners.
- Notify any changes in Registered Office Address to Registrar of Companies.
- To preserve and to produce before an inspector or any person authorized by him in this behalf with the previous approval of the Central Government, all books and papers of, or relating to, the limited liability partnership or, as the case may be, the other entity, which are in their custody or power.
- Notify any changes in the Partners names & residential addresses to Registrar of Companies
- Appointing an auditor (if one is needed) in a LLP.
CHANGES IN DESIGNATED PARTNERS
If due to any reason any vacancy arises in the office of designated partners or designated partner is reduced below the minimum number, then the vacancy should be filled within 30 days and the change should be intimated to the Registrar of Companies (ROC) concerned.