Publish: September 6, 2025
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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