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Can a body corporate be a designated partner?

Legal Position under LLP Act

  • A body corporate can be a partner in an LLP as per the Limited Liability Partnership Act, 2008
  • However, it cannot directly act as a designated partner
  • Only individuals can be designated partners under the Act
  • A body corporate may nominate an individual to act on its behalf as a designated partner
  • The nominated person must meet all eligibility criteria applicable to individuals

Nomination of Individual Representative

  • The body corporate must nominate a natural person in writing to act as its representative
  • The nominated individual must have a Designated Partner Identification Number (DPIN)
  • A consent letter and nomination resolution must be submitted during appointment
  • This nominee assumes all legal and compliance responsibilities of a designated partner
  • MCA filings must include the details of both the body corporate and the nominee

Compliance Requirements

  • The nominated individual must hold a valid Digital Signature Certificate (DSC)
  • The nomination must be disclosed while filing Form FiLLiP (incorporation) or Form 4 (partner addition/change)
  • Any change in nomination must be reported with updated filings and resolutions
  • The designated partner must ensure timely filings, tax compliance, and audit obligations
  • Failure to appoint a valid nominee renders the LLP non-compliant

Liability and Accountability

  • The nominated individual bears full responsibility for compliance as a designated partner
  • The body corporate is not personally liable, but may be accountable through its nominee
  • Legal notices and penalties are addressed to the nominated person acting on behalf of the body corporate
  • The nominee acts as the face of the corporate partner in official records
  • All fiduciary and managerial duties apply to the nominated individual

Practical Considerations

  • This provision allows companies, LLPs, and foreign entities to participate in LLPs
  • It ensures human accountability in governance and compliance
  • Careful selection of the nominee is essential to ensure legal and operational reliability
  • The arrangement must be documented in the LLP Agreement and resolutions
  • Helps in forming LLPs between corporate investors and individual professionals

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