Every LLP shall have
- its name and address and also its registration number, and
- That it is registered with limited liability.
Contravention of the above requirement is punishable with fine of Rs.2000 and up to Rs. 25000.
Partners and designated partners, LLP agreement designated partners
Every LLP shall have at least two designated partners, who are individuals and at least one of them should be resident in India. The person must be stayed in India for 182 days.
If there are only two partners in a LLP, both of them should be designated partners.
Duties of designated partner
A designated partner shall be responsible to carry out all acts required to be done by LLP to comply with the provisions of the LLP act.
Designated partner to be stated in incorporation document
If the incorporation document specifies who the designated partners are, they will be designated directors on incorporation.
Limited Liability Partnership Agreement
Any partner may also become designated partner in conformity with the Limited Liability Partnership Agreement entered into amongst the partners and may also cease to be so in terms of that agreement.
Consent to act as designated partner
A partner shall give his prior consent to the LLP to act as designated partner in Form 9 before he can act as designated partner.
Designated partners identification number
- Pursuant to section 7 (6) every designated partner of a LLP shall obtain a designated partner identification number (DPIN) from the central government (Ministry of corporate affairs).
- The electronic system will first provide a provisional DPIN-Rule 10(3). It is valid for sixty days.
- The applicant shall, within the said 60 days, submit an application to the central government with fee of Rs.100 for allotment of regular DPIN by taking a print of Form 7 and take the following action.
- Affix his photograph in the space provided in Form.
- Enclose true copy of proof of identity and proof of residence
- Manually sign the application.
4.The photograph, proof of residence and proof of identity shall be certified by any one of the following authorities:
- Gazetted officer of the central or state government.
- Notary Public.
- Cost accountant, Chartered accountant or company secretary holding certificate of practice from the respective institute.
5. The central government will allot the DPIN or notify rejection within one month of the receipt of the application.
6. The DPIN allotted will be valid till the life-time of the individual and will not be allotted to any other person.
Filing consent and DPIN to the registrar
Every designated partner shall intimate his prior consent to the LLP to act as designated partner in Form 9. The consent shall be filed with the registrar within 30 days of appointment in Form 4 with fees as prescribed in Annexure A.
Changes of particulars of designated partner given in Form 7
- Every designated partner, who has been allotted DPIN, in the event of any change in the particulars given in Form 7, shall intimate such changes to the central government within a period of 30 days in form 10. There shall be no fee.
- Every designated partner shall also intimate the changes referred to above to the LLP or to all the LLPs in which he is designated partner within 30 days of change.
- Along with form 10, the designated partner shall enclose copy of the proof of the changed particulars duly certified in the manner already specified above and file the form duly signed with the central government.
- The central government, after verifying the changes, shall inform the designated partner that the changes have been taken on record.
The designated partners to be filled in 30 days
Where any vacancy arises in the designated partners, the LLP shall appoint a designated partner within 30 days of the vacancy, before filing the vacancy:
- The individual proposed to be appointed shall give his prior consent to the LLP in Form 9. It will be filed with the registrar in form 9.
- He shall make an application to the central government for allotment of DPIN in accordance with the procedure explained above.
After the appointment
- The LLP shall file the particulars of the designated partner with the registrar in Form 4.
- As soon as the DPIN is allotted, the designated partner shall intimate the LLP of the same in Form 9 and the LLP shall file the particulars of DPIN to the registrar in form 4.
Where all partners are bodies corporate
Where a LLP consists of partners which are all bodies corporate or where there are individuals and bodies corporates as partners, it must be ensured that at least 2 individuals who are partners or two nominee individuals of bodies corporate shall act as designated partners.
Contravention liable for punishment
The LLP and every partner shall be punishable with fine of at least Rs.10000 and up to Rs.5 lakh for contravention in the appointment of minimum designated partners.
Limited Liability Partnership Agreement
On LLP registration, the partners may enter into a LLP agreement amongst themselves containing their mutual rights and duties in the LLP. There may also be a LLP agreement between the LLP and its partners.
Filing with the Registrar
The LLP agreement shall be filed with the registrar with fee as prescribed in Annexure ‘A’ in Form 3 within 30 days from incorporation of the LLP. Changes, if any, made in the agreement from time to time shall be filed with the registrar in Form 3 with fee as prescribed in Annexure ‘A’ within 30 days of each such change.
Agreement before incorporation entered into between persons who are subscribers to incorporation document
Before subscribers their names to an incorporation document of a LLP, such persons may enter into agreement imposing certain obligations on the proposed LLP in terms of section 23(3). To make such agreement valid and binding, the said agreement shall be ratified by all the partners after the LLP is incorporated from the date of such ratification. Further the LLP shall file information about the said agreement with the registrar in Form 3 within 30 days of the ratification by all the partners.
Where the agreement is silent on any matter
Pursuant to section 23(4), where the agreement is silent on any matter affecting the partners/ LLP. The mutual rights and duties of the partners and the LLP shall be determined by the provisions in the first schedule of the act.