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Who can be a Designated Member of an LLP?

A limited liability partnership (LLP) is an entity that has some similarities to a corporation and some unique features, especially when it comes to who can be a member. Find out what makes them different from corporations!

Members or partners own and manage a Limited Liability Partnership (LLP). An LLP must have at least two partners and two designated partners, and the designated partners could be the LLP’s partners. The maximum of partners or designated partners is unrestricted. The Limited Liability Act of 2008 established eligibility criteria for LLP partners and Designated Member of an LLP.

Who Can Become a Partner of an LLP?

The individuals listed below are eligible to become LLP partners :

  • Individuals that includes both Indian national and resident and foreign national
  • Body corporate

Who can become a designated partner of an Limited Liability Partnership?

Individuals, rather than partners, can be the designated partner. In contrast to partners, at least one of the LLP Designated Member of an LLP must be a resident of India.

Disqualifications from becoming a partner/designated Partner

A person shall be disqualified from becoming a partner or designated partner in LLP when :

  • Declared by a court of competent jurisdiction to be of unsound mind, or an undischarged insolvent,


  • Has applied to be approved by a judge as an insolvent, and their application is subject to review before proper authorities.

At least two individuals who are partners of such LLP or nominees of such body corporate shall act as designated partners in the case of an limited liability in which all of the partners are the body corporate or in which one or more partners are individuals and body corporate. A member may become a designated member or vice versa by agreement with the other members where specific members are designated.

When you join an LLP, you must do the following:

  •  New members can be appointed
  • Apply winding up willingly or by the tribunal

On the other hand, a partner is not personally liable for the actions or omissions of any other partner. Whether arising from a contract or otherwise, a limited liability partnership’s obligation is solely that of the limited liability partnership. The LLP’s liabilities will be paid out of the limited liability’s assets.

When does the partner cease to be a partner?

The following are examples of when a partner ceases to be a partner:

  • In the event of death
  • With the consent of the other partners
  • Disintegration in case of a body corporate as a member
  • By giving reasoned notice to the other partners
  • When a designated partner stops being a partner, he or she is no longer a designated partner.

For more legal information about the Designated Member of an LLP, visit Vakilsearch!

Frequently Asked Questions (FAQs)

Can an existing company be converted to LLP?

Yes, by complying with the provisions of clause 58 and Schedule III and IV of the LLP Act, any existing private company or existing unlisted public company can be converted into an LLP. For such a conversion, Form 18 must be filed with the registrar along with Form 2.

Can a listed company be converted to LLP?

No, only private and unlisted public companies can be converted into LLP.

Status of my conversion application is ‘Sent for re-application’. Do I need to file the application again? Do I also need to make the payment again?

If the eForm is marked as 'Sent for re-application,' the applicant must submit a new Form 17 or 18 along with Form 2 within 60 days, or the system will mark the Form as 'Rejection confirmed.'

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