Chapter II - Nature of Limited Liability Partnership
Section 7
Section 7: designated partners
Every LLP needs at least two individual designated partners, including one person resident in India under the Act's 120 day financial year test.
On this page
Need advice on Section 7?
This article is for general information. Refer to the Limited Liability Partnership Act, 2008 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) Every limited liability partnership shall have at least two designated partners who are individuals and at least one of them shall be a resident in India:
Provided that in case of a limited liability partnership in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of such limited liability partnership or nominees of such bodies corporate shall act as designated partners.
Explanation.—For the purposes of this section, the term "resident in India" means a person who has stayed in India for a period of not less than one hundred and twenty days during the financial year.
(2) Subject to the provisions of sub-section (1),— (i) if the incorporation document— (a) specifies who are to be designated partners, such persons shall be designated partners on incorporation; or (b) states that each of the partners from time to time of limited liability partnership is to be designated partner, every such partner shall be a designated partner; (ii) any partner may become a designated partner by and in accordance with the limited liability partnership agreement and a partner may cease to be a designated partner in accordance with limited liability partnership agreement.
(3) An individual shall not become a designated partner in any limited liability partnership unless he has given his prior consent to act as such to the limited liability partnership in such form and manner as may be prescribed.
(4) Every limited liability partnership shall file with the registrar the particulars of every individual who has given his consent to act as designated partner in such form and manner as may be prescribed within thirty days of his appointment.
(5) An individual eligible to be a designated partner shall satisfy such conditions and requirements as may be prescribed.
(6) Every designated partner of a limited liability partnership shall obtain a Designated Partner Identification Number (DPIN) from the Central Government and the provisions of sections 153 to 159 (both inclusive) of the Companies Act, 2013 (18 of 2013) shall apply mutatis mutandis for the said purpose.
Introduction
Section 7 distinguishes the minimum number and residence rule from the rules for becoming, ceasing to be, and registering a designated partner. The applicable LLP rules supply additional form and eligibility details.
Key takeaways
Two individuals
An LLP must have at least two designated partners who are individuals.
Indian resident
At least one must have stayed in India for at least 120 days during the financial year.
Consent and filing
Prior consent is required; particulars must be filed with the Registrar within 30 days of appointment.
Check the composition
Confirm two individual designated partners and at least one who meets the statutory residence definition. Where body corporates are partners, eligible individual partners or nominees must act.
Document appointment and consent
Read the incorporation document and LLP agreement to identify how designated partners are appointed or cease to hold office. Obtain each appointee's prior consent in the prescribed manner.
File and identify
File the individual's particulars with the Registrar within 30 days of appointment. Confirm eligibility and the required DPIN, applying the statutory cross-reference to Companies Act sections 153–159.
Practical checklist
Do
- Keep signed consent, appointment records and residence evidence.
- Diary the 30 day particulars filing and verify DPIN and prescribed eligibility.
Avoid
- Do not treat a body corporate itself as one of the two individual designated partners.
- Do not use the old 182 day residence threshold.
Illustrative example
Hypothetical: replacing a designated partner
Aster LLP has two designated partners. One resigns, and the remaining partner proposes an individual nominee of a corporate partner.
Check status
Confirm the nominee is an individual and that the LLP still has, or promptly restores, a designated partner satisfying the 120 day residence test.
Record consent
Obtain the nominee's prior consent and follow the LLP agreement's appointment mechanism.
File particulars
Confirm eligibility and DPIN, then file the nominee's particulars within 30 days of appointment.
Outcome
- The replacement can satisfy section 7 if the two individual and residence conditions are met; the vacancy and deeming rules in section 9 also need attention.
Glossary
- Designated partner
- An individual carrying statutory LLP compliance responsibility under section 8.
- DPIN
- Designated Partner Identification Number obtained under section 7(6).
Frequently asked questions
Can a corporate partner itself be a designated partner?
No. Section 7 requires individuals; an individual nominee of a body corporate may act where the proviso applies.
What is the residence test?
At least one designated partner must have stayed in India for at least 120 days during the financial year.
When are appointment particulars filed?
Within 30 days of the individual's appointment, in the prescribed form and manner.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026