Corporate and Other Laws · The Limited Liability Partnership Act, 2008

Partners, Designated Partners and Their Liability in an LLP

Updated 4 October 2026 · Fact-checked

An LLP is a body corporate separate from its partners. Every partner is the LLP's agent, not other partners' agent. A partner is not liable for the LLP's obligations merely by being a partner, but is liable for own wrongful acts. Every LLP needs at least two individual designated partners, one resident in India.

Understand Partners, Designated Partners and Their Liability

An LLP is a body corporate formed under the Act and a legal entity separate from its partners (Section 3). It has perpetual succession. A change in partners does not affect the LLP's existence, rights or liabilities. This is the base for every answer on partners.

Partners run the business. Under Section 26, every partner is the agent of the LLP for its business, but not of other partners. This is the key difference from an ordinary partnership, where partners are agents of each other. So the LLP is bound by what a partner does for its business, but one partner does not bind another personally.

Mutual rights and duties of partners, and between the LLP and its partners, are governed by the LLP agreement (Section 23(1)). The agreement and any change in it must be filed with the Registrar. If the agreement is silent on a matter, the First Schedule applies (Section 23(4)). An agreement made before incorporation between the subscribers can bind the LLP only if all partners ratify it after incorporation (Section 23(3)).

Designated partners are the partners who carry the compliance responsibility. Every LLP needs at least two designated partners who are individuals, and at least one must be resident in India (Section 7(1)). Resident means stayed in India for not less than 120 days during the financial year. If all partners are bodies corporate, or some are individuals and some bodies corporate, at least two individuals who are partners or nominees of the bodies corporate act as designated partners.

On liability, the partner is not personally liable for the LLP's obligations solely because he is a partner. But he stays personally liable for his own wrongful act or omission. He is not liable for another partner's wrongful act or omission (Section 28). Liability of the LLP itself is covered in Section 27, which this page does not quote; state its rule in words only.

Key rules to remember

Status of LLP: LLP = body corporate + separate legal entity + perpetual succession; Section 3. A change in partners does not affect the LLP's existence, rights or liabilities.
Agency of partner: Partner = agent of the LLP, not of other partners; Section 26. Applies for the purpose of the LLP's business.
Governing rules between partners: LLP agreement first; if silent, First Schedule; Section 23(1) and 23(4). Agreement and changes must be filed with the Registrar.
Number of designated partners: At least 2 designated partners who are individuals; at least 1 resident in India; Section 7(1). Resident = stayed in India not less than 120 days during the financial year.
Where all partners are bodies corporate (or a mix): At least 2 individuals (partners or nominees) act as designated partners; Proviso to Section 7(1).
Designated partner formalities: Prior consent + file particulars within 30 days of appointment + DPIN; Section 7(3), (4) and (6). DPIN is obtained from the Central Government.
Filling a vacancy: LLP may appoint within 30 days of vacancy; else each partner is deemed designated partner; Section 9. The deemed rule also applies if only one designated partner remains.
Change in partners: LLP files notice with Registrar within 30 days of a person becoming or ceasing to be a partner; Section 25(2)(a). Penalty is ₹10,000 on the LLP and every designated partner (Section 25(4)).
Change in partner's name or address: Partner informs LLP within 15 days; LLP files notice within 30 days; Section 25(1) and 25(2)(b). A partner's default carries a ₹10,000 penalty (Section 25(5)).
Liability of partner: No personal liability solely for being a partner; liable for own wrongful act; not liable for another partner's wrongful act; Section 28.

How to solve Partners, Designated Partners and Their Liability questions

Use the provision-facts-conclusion format. For partner and liability questions, first identify which person is involved and which wrong or default is in the facts.

1Read the facts and list the people: partners, designated partners, outsiders, the LLP.
2Identify the issue: agency, designated partner count or residence, appointment or vacancy, change in partners, or personal liability.
3State the rule with the section number only where you are sure: Section 3, 7, 9, 23, 25, 26 or 28.
4Apply numbers carefully: 2 designated partners, 120 days, 30 days, 15 days, ₹10,000.
5Check who acted: did the partner act for the LLP's business, or was it his own wrongful act?
6Check what the LLP agreement says; use the First Schedule only if the agreement is silent.
7Write a clear conclusion that answers the exact question asked, such as who is liable or whether the appointment is valid.

Quickest way: Number and person check for MCQs and written answers

When to use it: Use when the question gives dates, counts or an act by a partner and asks for validity, penalty or liability.

MCQs: match the number in the facts to the rule (2, 120 days, 30 days, 15 days, ₹10,000) and eliminate options that use the wrong number.
If the option says a partner is agent of other partners, reject it. Section 26 says no.
If the option says a partner is personally liable just for being a partner, reject it. Section 28 says no.
Written: write Provision in one line, Facts in one or two lines, Conclusion in one line. This earns step marks even if the final view is debated.
Always separate liability for own wrongful act from liability for another partner's act.

Common mistakes in Partners, Designated Partners and Their Liability

Saying a partner is agent of other partners, as in a general partnership.
Students carry over the Partnership Act idea of mutual agency.
Fix: Remember Section 26: agent of the LLP only, not of other partners.
Saying a partner is liable for another partner's wrongful act.
Students confuse unlimited liability of firm partners with LLP liability.
Fix: Section 28(2): the partner is liable for his own wrongful act or omission, not for another partner's.
Believing a partner has no liability at all.
Students overread 'limited liability'.
Fix: The protection is only from liability solely by reason of being a partner. Personal liability for his own wrongful act stays.
Mixing up the 30-day and 15-day periods.
Section 25 has both and they sit close together.
Fix: Partner tells the LLP of his name or address change in 15 days. The LLP files notice with the Registrar in 30 days.
Stating that all designated partners must be residents in India.
Students recall 'resident' but not the exact number.
Fix: At least two individuals are designated partners, and at least one of them must be resident (120 days in the financial year).
Forgetting the deemed designated partner rule.
Students stop at 'appoint within 30 days'.
Fix: If none is appointed, or only one remains, each partner is deemed a designated partner (Section 9 proviso).

Worked examples

Example 1

X LLP has two partners, A and B. A, acting for the LLP's business, signs a supply contract with a supplier. B says he is not bound because he never signed it. Also, A later commits a wrongful act in the course of work. Discuss whether B is personally liable for A's wrongful act and whether A's contract binds the LLP.

Show the solution

Provision: Under Section 26, every partner is the agent of the LLP for its business, but not of other partners.
Facts: A signed the contract for the LLP's business, so A acted as the LLP's agent.
Conclusion on contract: the LLP is bound by A's act within the LLP's business. The question is not whether B signed, because A is not B's agent but the LLP's agent.
Provision on wrongful act: Under Section 28(2), a partner is not personally liable for the wrongful act or omission of any other partner.
Conclusion on wrongful act: B is not personally liable for A's wrongful act. A remains personally liable for his own wrongful act. B is not personally liable solely by reason of being a partner (Section 28(1)), and the LLP is liable for its obligations from its own assets.

Answer: The LLP is bound by A's contract as A acted as its agent (Section 26). B is not personally liable for A's wrongful act (Section 28(2)); A is liable for his own act.

Example 2

P LLP has three partners. Its two designated partners, D1 and D2, are both individuals. D2 resigns as designated partner on 1 June. The LLP appoints no one in her place. Explain the position. Also state what happens when a new partner E joins on 10 June.

Show the solution

Provision: Section 7(1) needs at least two individual designated partners, one resident in India. Section 9 provides that the LLP may appoint a designated partner within 30 days of a vacancy.
Facts: after D2 resigns on 1 June, only one designated partner (D1) remains.
Consequence: if no designated partner is appointed, or if at any time there is only one designated partner, each partner is deemed to be a designated partner (proviso to Section 9). So all partners are deemed designated partners until a new one is appointed.
Appointment: Section 9 says the LLP may appoint a new designated partner within 30 days of the vacancy, that is by 1 July. If it does not, the deemed rule continues to apply. If it does appoint, the person must give prior consent, the LLP must file his particulars with the Registrar within 30 days of appointment (Section 7(3) and (4)), and he must hold a DPIN (Section 7(6)).
New partner E: the LLP must file a notice with the Registrar within 30 days from the date E becomes a partner, that is by 10 July. It is signed by a designated partner and contains E's signed consent to become a partner (Section 25(2)(a) and (3)).
Default: if the LLP does not file the notice, the LLP and its every designated partner are each liable to a penalty of ₹10,000 (Section 25(4)).

Answer: Until a new designated partner is appointed, each partner is deemed a designated partner. The LLP may appoint one within 30 days of the vacancy, that is by 1 July; if it does not, the deemed rule continues. Notice of E's admission must be filed by 10 July. Failure to file attracts a ₹10,000 penalty on the LLP and every designated partner.

Exam tips

Write the section number only when you are sure. Section 3, 7, 9, 23, 25, 26 and 28 are safe from this topic.
In RTP-style case studies, ask first: who acted, and was it for the LLP's business or the person's own wrong?
Learn the numbers as a set: 2 designated partners, 1 resident, 120 days, 30 days, 15 days, ₹10,000.
MCQs often test agency (Section 26) and personal liability (Section 28). Two-line recall is enough.
In written answers, end with a one-line conclusion that names the liable person.

Practice questions from The Limited Liability Partnership Act, 2008

Partners, Designated Partners and Their Liability in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Partners, Designated Partners and Their Liability: frequently asked questions

Who can be a designated partner of an LLP?

A designated partner must be an individual who has given prior consent to act. An LLP needs at least two, and at least one must be resident in India. Where partners are bodies corporate, their nominees who are individuals can act as designated partners.

Who is a resident in India for LLP designated partner purposes?

A person who has stayed in India for not less than 120 days during the financial year. This is the definition in the Explanation to Section 7(1) as amended with effect from 1 April 2022.

Is a partner in an LLP personally liable for the LLP's debts?

No, not solely by reason of being a partner. He remains personally liable for his own wrongful act or omission. He is not liable for the wrongful act or omission of another partner (Section 28).

How do I change partners in an LLP?

The LLP files a notice with the Registrar within 30 days of a person becoming or ceasing to be a partner. A designated partner signs it. For an incoming partner, it must include his signed consent. An outgoing partner may file it himself if he reasonably believes the LLP will not.

What if the LLP agreement does not cover partners' rights and duties?

The First Schedule applies to any matter on which the agreement is silent (Section 23(4)). The agreement and any changes to it must be filed with the Registrar.