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What are the liabilities of a designated partner?

Statutory Responsibilities

  • A designated partner is responsible for ensuring legal and regulatory compliance of the LLP
  • They must file annual returns, financial statements, and other prescribed forms with the Registrar of Companies
  • They are obligated to maintain proper books of accounts and statutory records
  • They must ensure the LLP complies with tax laws, labor regulations, and other applicable laws
  • Failure to perform these duties can result in personal liability and penalties

Liability for Non-Compliance

  • Designated partners are personally liable for penalties arising from non-filing or late filing of statutory forms
  • If the LLP fails to meet its compliance obligations, the designated partner can be held accountable
  • They may face fines or prosecution for default in annual filings, audit compliance, or document falsification
  • Repeated non-compliance can lead to disqualification or legal proceedings under the LLP Act
  • They are also liable for ensuring the timely payment of fees, taxes, and regulatory dues

Liability in Case of Fraud

  • If a designated partner is found guilty of fraud, misconduct, or gross negligence, their limited liability is lifted
  • They become personally and fully liable for all losses and damages caused by such acts
  • Fraudulent activity can lead to civil and criminal penalties, including imprisonment
  • They are jointly liable with the LLP for intentional misrepresentation or fraudulent inducement
  • The law imposes strict penalties to maintain the integrity of the LLP structure

Contractual and Fiduciary Duties

  • Designated partners must act in good faith and the best interest of the LLP
  • They must disclose conflicts of interest, avoid personal gains from LLP resources, and act honestly
  • They are liable for breach of contractual obligations as defined in the LLP Agreement
  • Internal actions like unauthorized decisions, fund mismanagement, or breach of trust can lead to legal consequences
  • Their conduct is judged against the standards of a reasonably diligent partner

Accountability to Stakeholders

  • Designated partners are answerable to partners, regulatory bodies, creditors, and statutory authorities
  • They must ensure transparent communication, lawful governance, and timely disclosures
  • They are liable for providing accurate information to auditors, tax authorities, and investors
  • In case of investigation or inspection, they are expected to cooperate fully and produce records
  • Their role is critical in protecting the LLP’s legal status and operational credibility

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