Chapter II - Nature of Limited Liability Partnership
Section 9
Section 9: changes in designated partners
An LLP may appoint a designated partner within 30 days after a vacancy. If none is appointed, or only one designated partner remains, each partner is deemed to be a designated partner.
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Need advice on Section 9?
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
A limited liability partnership may appoint a designated partner within thirty days of a vacancy arising for any reason and provisions of sub-section (4) and sub-section (5) of section 7 shall apply in respect of such new designated partner:
Provided that if no designated partner is appointed, or if at any time there is only one designated partner, each partner shall be deemed to be a designated partner.
Introduction
The vacancy rule must be read with section 7's two individual designated partner minimum. Section 9 also applies the particulars filing and eligibility rules in section 7(4) and (5) to a new designated partner.
Key takeaways
Thirty days
The LLP may appoint a replacement within 30 days of a vacancy arising for any reason.
Section 7 rules
Section 7(4) particulars filing and section 7(5) eligibility apply to the new designated partner.
Deeming rule
If none is appointed or only one remains, each partner is deemed to be a designated partner.
Date the vacancy
Record when the vacancy arose and the reason for it. Start a 30 day replacement diary immediately.
Appoint and file
Confirm the appointee satisfies section 7, document consent and appointment, and file particulars in the prescribed manner.
Account for deemed status
When only one or no designated partner remains, apply the statutory deeming rule to each partner while arranging a compliant replacement.
Practical checklist
Do
- Track vacancies and preserve appointment evidence.
- Check both the section 7 minimum and the section 9 deeming rule.
Avoid
- Do not assume the deeming rule cures the vacancy or filing default.
- Do not overlook the 30 day replacement period.
Illustrative example
Hypothetical: one designated partner resigns
Cedar LLP's second designated partner resigns on 1 June, leaving one designated partner.
Record vacancy
Document 1 June as the vacancy date and identify a replacement candidate.
Apply interim rule
Recognise that, while only one remains, each partner is deemed a designated partner under the proviso.
Complete replacement
Arrange appointment within 30 days, check section 7 eligibility and file the new partner's particulars as required.
Outcome
- The LLP should restore the required designated partner composition and meet the applicable section 7 filing rules; interim deemed status has its own consequences.
Glossary
- Vacancy
- An unfilled designated partner position arising for any reason.
- Deemed designated partner
- A partner treated as designated by the section 9 proviso when no designated partner is appointed or only one remains.
Frequently asked questions
What happens if only one designated partner remains?
Each partner is deemed to be a designated partner under section 9's proviso.
Does a new designated partner need a filing?
Yes. Section 9 applies section 7(4), which requires filing particulars within 30 days of appointment.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026