Limited Liability Partnership in India - Partners

LLP is governed under the Limited Liability Partnership Act, 2008 and the Limited Liability Partnership Rules, 2009.

A LLP is a body corporate having perpetual succession. Any change in the partners of a LLP shall not affect the existence, rights or liabilities of a LLP.

Any individual or body corporate may be a partner in a LLP.

“body corporate” means a company as defined under section 3 of the Companies Act, 1956 and includes:

a)      a LLP registered under the Limited Liability Partnership Act, 2008;

b)      a LLP incorporated outside India;

c)       a company incorporated outside India;

but does not include:

a)      a corporation sole;

b)      a co-operative society registered under any law for the time being in force;

c)       any other body corporate (not being a company as defined under section 3 of the Companies Act, 1956 or a LLP as defined under the Limited Liability Partnership Act, 2008), which the Central Government may, by notification in the Official Gazette, specify in this behalf. 

An individual shall not become a partner if:

a)      he has been found of unsound mind by a court of competent jurisdiction and the finding is in force;

b)      he is an undischarged insolvent;

c)       he has applied to be adjudicated as an insolvent and his application is pending.

In order to set up a LLP there must be a minimum of 2 designated partners, at least one of whom should be a resident Indian.

The term resident in India means a person who has stayed in India for a period of not less than 182 days during the immediately preceding one year.

The two designated partners must have a designated partner identification number (DPIN) and a digital signature.

Every individual or nominee of a body corporate, who is intending to be appointed as designated partner of a limited liability partnership shall make an application electronically in Form 7 to the Central Government for obtaining Designated Partner Identification Number (DPIN). The DPIN can be obtained by making an online application at www.llp.gov.in upon which the system will generate a provisional DPIN.

A provisional DPIN generated online by the applicant will remain valid for a period of sixty days from the date on which it was generated.

The applicant shall, after the allotment of provisional DPIN, submit an application to the Central Government along with the fee as mentioned in Annexure ‘A’ of the Rules for the allotment of regular DPIN within sixty days from the date on which provisional DPIN was generated on-line, failing which the provisional DPIN will lapse.

For making an application for allotment of DPIN, the applicant shall take a print out of Form 7, affix his photograph in the space provided in that Form, enclose true copies of the proof of identity and proof of residence and physically sign the form at the place specified therein. The photograph and the proof of identity and residence shall be certified by any one of the following authorities: Gazetted officer of the Central or State Government; Notary Public; Chartered Accountant, Cost Accountant or Company Secretary. 

Central Government shall process the applications within a period of one month.

The DPIN so allotted is valid for the life time of such applicant and shall not be allotted to any other person in any case.

Every designated partner shall intimate his consent to become a designated partner to the limited liability partnership and DPIN in Form 9 and the LLP shall intimate such DPIN to Registrar in Form 4.

Every designated partner, who has been allotted a DPIN under the Rules, shall, in the event of any change in his particulars as stated in Form 7, intimate such change(s) to the Central Government within a period of 30 days of such change(s) in Form 10.

The concerned designated partner shall also intimate such changes to the LLP or LLP(s) on which he is a designated partner within 30 days of such changes.

Every partner shall intimate change in his name or address to the LLP in Form 6.

Where a person becomes or ceases to be a partner or where there is any change in the name or address of a partner, the LLP shall file with the Registrar, a notice in Form 4.