Adding a designated partner, explained
Section 7(1) requires every LLP to have at least two designated partners who are individuals, with at least one of them resident in India. Resident in India here means an individual who has stayed in India for not less than 120 days during the financial year, a period reduced from 182 days by the LLP (Amendment) Act, 2021 with effect from 1 April 2022.
A designated partner additionally carries the statutory responsibility for the LLP's compliance under section 8 of the LLP Act, 2008, and is liable to the penalties imposed on the LLP for contravention.
An LLP that drops below two designated partners, or loses its resident designated partner, is in breach. Section 9 gives it 30 days to appoint a replacement, and provides that where there is no designated partner, or only one, every partner is deemed to be a designated partner.
| Term | What it means |
|---|---|
| DIN / DPIN | The identification number a designated partner must hold. An individual who holds neither applies in Form DIR-3 under Rule 10(1)(a) of the LLP Rules, 2009. MCA fee ₹500. Anyone who already holds a DIN uses it. |
| Form 4 | The notice of appointment or of any change in partners, filed within 30 days with the consent attached (sections 7(4) and 25(2)). |
| Form 3 | The changed LLP agreement, reported within 30 days of the change under section 23(2) and Rule 21 of the LLP Rules, 2009. Usually filed with Form 4. |
Partner or designated partner: decide this first
Every designated partner is a partner. Not every partner is a designated partner. The difference is liability, not profit share.
| Partner | Designated partner | |
|---|---|---|
| Holds an interest in the LLP | Yes | Yes |
| Shares profits as the agreement provides | Yes | Yes |
| Responsible for the LLP's compliance under section 8 | No | Yes |
| Liable to penalties imposed on the LLP | No | Yes |
| Must hold a DIN | No | Yes |
| Minimum number | Two partners (section 6) | Two designated partners, one resident in India (section 7(1)) |
| Named in Form 4 on appointment | Yes | Yes |
If the person joining is bringing in money and taking a profit share but should not carry compliance liability, admit them as a partner, not a designated partner. If your LLP is short of its section 7 floor, you need a designated partner, and promoting an existing partner is usually the fastest fix.
A body corporate partner cannot itself be a designated partner. It nominates an individual to act as designated partner under section 7(2).
The four situations we see
| Situation | What has to happen | Forms |
|---|---|---|
| Admitting a new person as designated partner | Consent, DIN (or DIR-3 if they hold none), partners' approval, supplementary agreement recording contribution and profit share | DIR-3 if needed, then Form 4 and Form 3 |
| Promoting an existing partner to designated partner | Consent to act as designated partner, DIN, partners' approval | Form 4; Form 3 only if the agreement names the designated partners |
| Replacing a designated partner who has resigned or died | Appoint within 30 days under section 9; check the resident designated partner is still in place | Form 4 for the outgoing and the incoming change, and Form 3 |
| Body corporate partner nominating an individual | Board resolution of the body corporate nominating the individual, who then gives consent and holds a DIN | Form 4 and Form 3 |
How the work runs, step by step
Nothing can be filed until the consent and the DIN are in place. That is where most delay sits.
| Step | What happens | Who acts | Time limit |
|---|---|---|---|
| 1. Prior consent | The individual gives prior written consent to act as designated partner (section 7(3)) | Incoming designated partner | Before the appointment |
| 2. DIN | If they hold no DIN, apply in Form DIR-3 under Rule 10(1)(a) of the LLP Rules, 2009, with a digital signature, PAN, address proof and photograph. MCA fee ₹500 | Incoming designated partner | Before Form 4 |
| 3. Approval | The partners approve the admission or the change in designation, as the LLP agreement requires | Existing partners | As the agreement provides |
| 4. Supplementary agreement | Executed on stamp paper, recording the admission, contribution, profit sharing and rights | All partners | Before Form 3 |
| 5. Form 4 | Notice of the appointment or change, with the consent attached | LLP | Within 30 days of the appointment (sections 7(4), 25(2)) |
| 6. Form 3 | The changed LLP agreement reported to the Registrar | LLP | Within 30 days of the change (section 23(2)) |
Both forms are signed with the digital signature of a designated partner, in the order the portal expects where the contribution has changed.
A foreign national or NRI can be a designated partner as long as one designated partner is resident in India. Their identity and address documents, if executed outside India, have to be notarised and apostilled or consularised as their country requires, and any money they bring in must follow FEMA. See our FDI reporting page.
Send your documents by email or WhatsApp. We read your current agreement and every earlier supplementary deed before drafting the consent and the amendment.
Fees
Our professional fee starts at ₹1,999. The MCA fee goes by the LLP's total contribution, with a separate ₹500 where a new DIN is needed.
| What | Amount |
|---|---|
| Regikart professional fee: consent, partners' resolution, supplementary agreement, Form 4 and Form 3 | From ₹1,999 |
| Form 4 (MCA) | ₹50 up to ₹1,00,000 contribution; ₹100 above ₹1,00,000 and up to ₹5,00,000; ₹150 above ₹5,00,000 and up to ₹10,00,000; ₹200 above ₹10,00,000 |
| Form 3 (MCA) | Same contribution slabs as Form 4 |
| DIR-3, where the incoming partner holds no DIN | ₹500 |
| Stamp duty on the supplementary agreement | Charged by your state under its own stamp law, usually scaled to contribution. Confirmed in your quote |
| Digital signature for the incoming partner | Charged by the certifying authority, quoted before we start |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
On stamp duty. A supplementary LLP agreement is stamped under the stamp law of the state in which the LLP is registered, usually by reference to the contribution, so an LLP in Maharashtra and one in West Bengal with identical contributions pay different amounts. There is no central rate. An unstamped or under-stamped deed is not admissible in evidence, which is discovered exactly when a partner dispute or a bank query arrives.
What it costs to leave the section 7 floor unfixed
Two consequences, and the second one is the expensive one.
- Penalty. Section 7 provides a penalty of ₹10,000, and for a continuing contravention a further ₹100 for each day, subject to ₹1,00,000 for the LLP and ₹50,000 for each partner.
- Everyone becomes a designated partner. Section 9 provides that where an LLP has no designated partner, or only one, every partner is deemed to be a designated partner. That pulls every ordinary partner into the compliance liability under section 8, including partners who joined purely as investors.
Late Form 4 or Form 3 also carries an additional fee that is a multiple of the normal fee, not a per-day charge: from 1 time up to 25 times for a small LLP and up to 50 times for any other LLP, by band of delay, under the LLP (Amendment) Rules, 2022 from 1 April 2022. On a late Form 4, section 25(4) separately imposes ₹10,000 on the LLP and on every designated partner. The full multiples table is on our change in LLP agreement page.
Mistakes we see
- Appointing a second designated partner who is not resident in India, when the first one is not either. Both boxes have to be ticked at once.
- Filing Form 4 and forgetting Form 3. The register then shows a partner the agreement does not.
- Assuming a DIN is not needed because the person is an ordinary partner elsewhere. Every designated partner needs one.
- Using the contribution slab from incorporation after the contribution has changed. The fee is read on the current figure.
- Treating an email among partners as the amendment. Only a stamped supplementary deed will do.
Not sure whether you need a partner or a designated partner? Tell us who is joining and what they are bringing in, and we will confirm the route and the forms.