The concept of LLPs has been introduced by Limited Liability Partnership Act, 2008. Unlike in normal partnership, it allows the partners to have limited liability to the extent of their shares in the firm. Basically, it is a blend form of a company and a general partnership but not the same level of rigidness or compliance as in company. LLPs are required to have a minimum of two Designated Partners at a time.
Designated Partner Identification Number (DPIN) is a registration number allotted by Ministry of Corporate Affairs (Government of India) to any person who wishes to be appointed as a Designated Partners of a Limited Liability Partnership (LLP). In other words, every Designated Partners in an LLP is assigned
Designated Partner Identification Number (DPIN). DPIN is an evidence of legal validity to a Designated Partner. Designated Partner Identification Number (DPIN) is similar to Director Identification Number (DIN) and may be used interchangeably.
Obtaining consent of other existing partners and Class 2 digital signature are essential requirements for becoming Designated Partner.
Documents Required for obtaining Designated Partner Identification Number (DPIN)
Following documents must be submitted for obtaining DPIN.
Attested/Certified copy of:
- The identity proof containing a self-photograph, his date of birth, the name of the father/husband etc.
- Residential proof
In case applicant is a nominee of the body corporate, copy of his/her authorisation on the letter-head of body corporate must be attached. Details such as the name and address of the individual must be specified. If the applicant is a foreign national, copy of the valid passport must be attached.
The following authorities have the power of attestation/certification:
- Gazetted officer (appointed by Central/State Government)
- Company Secretary or Chartered Accountant or Cost and Works Accountant, possessing a certificate of practice under the Company Secretaries Act, 1980, Chartered Accountants Act, 1949; and the Cost and Works Accountants Act, 1959
While attesting or certifying, the authority must mention his/her name of the attesting authority in capital, registration number, name of the ministry/department where the Gazetted Officer is employed and seal/stamp. The translation certificate needs to be attached if the language of proof is other than Hindi/English.
Validity of DPIN
Ministry of Corporate Affairs (MCA) - Government of India) assigns DPIN automatically to the applicant at the time of submission of application for designated partner identification number.
But in following cases, it may send it back for resubmission:
- Proof of identity/ proof of father's name/proof of date of birth/proof of residential address of the applicant is not submitted
- In case of foreign nationals, copy of passport if not attached
- If the names of applicant or his/her father is in abbreviated form while it was required to be in expanded form
- Use of prefixes such as Mr./Ms./Dr. etc. in the mentioned names
- In case of mismatch of spelling or mistake in the applicant’s name or his/her father’s name in submitted DPIN form as with spelling of name in enclosed identity proof
- The attached supporting documents have not duly filled particulars or have insufficient or contrary details
- The attached documents are invalid or expired i.e. invalidity or expiry of driving licence, passport, identity proof etc
- Attestation of the document has not been done properly
- If the proof of residence i.e. bank statements, electricity bill, utility bills, other government bills etc. have name of the person other than the applicant (like his/her spouse or father’s name)
- If the enclosed proofs are older than 2 months from the date of submission of application for verification
Concept of Designated Partner in LLP
Designated Partner is a title that must be held by at least two persons in Limited Liability Partnership firm. This concept was introduced by the Limited Liability Partnership Act, 2008. At the time of registration of LLP, the incorporation document must specify the name of Designated Partners. The LLP Partnership Deed may state for scrutiny or rotation of the role of Designated Partner i.e. to ensure the equal opportunity of participation to every member. Designated Partner in LLP is similar to the status of director of a Company and in fact, enjoys more rights and privileges at certain extent.
At the time of registration of LLP, two or more person(s) must be identified as a Designated Partners and obtain DPIN. The LLP must have at least two designated partners at a time and therefore in case of exit by any designated partner, the vacancy must be filled within a period of 30 days, else all partners in an LLP would be deemed as Designated Partners.
Who can be a Designated Partner?
All natural living persons can be a designated partner. In an LLP, two or more members must be designated partners, among them at least one must be an Indian Resident. Section 7 states that for the purposes of the LLP Act, the term ‘resident in India’ means “a person who has stayed in India for a period of not less than one hundred and eighty-two days during the immediately preceding one year.”
Rule 9(1) of the Limited Liability Partnership Rules provides conditions in supplement to the Section 7 of the LLP Act. The below mentioned categories of persons are not eligible to become a designated partner:
- An undischarged insolvent
- Adjudicated as an insolvent in the preceding 5 years
- If he/she suspended payment to his/her creditors in the preceding 5 years
- Person guilty of an offence involving moral turpitude for which the minimum sentence is 6 months
- If he/she has been convicted by a Court for an offence under section 30 of the Act i.e. liability in case of a fraud
However, the Central Government may by notification modify or annul the disqualification of a person.
Procedures involved in appointment of Designated Partner in a LLP
Relevant Forms (LLP):
- Form 4 - Contains the details of individuals who have consented for the appointment
- Form 5 - It is the responsibility of every LLP to file the particulars of every individual who has consented to be a Designated Partner in this form. This form must be submitted to the registrar within 30 days of the appointment of the Designated Partner
- Form 9 - Contains a record of the consent made by an applicant to become a Designated Partner
- Form 10 - Details of changes made by the Designated Partners
The government fee for filing of consent and appointment of Designated Partner depends upon the contribution limit of LLP:
up to Rs 1,00,000
Rs 1,00,000 - Rs 5,00,000
5,00,001 - Rs 10,00,000
Above Rs 10,00,000
Duties/Functions of Designated Partners
The prime duty of designated Partner is required to file documents, returns, accounting statements etc. Listing all, a designated partner has the following functions:
- To intimate or notify any changes in the LLP’s to Registrar of Companies
- To intimate if there occurs a change in the names & residential addresses of Partners to Registrar of Companies
- Intimation as regard to change in the Registered Office Address to RoC
- To file annual return, Statement of Accounts and other documents specified under the provisions of LLP Act with the Registrar of Companies within the specified period of time. In case, if he/she fails to do, penalty will be imposed
- To cooperate with investigation officer or inspector
- To produce the required documents related to LLPs before an inspector or any person authorised by him in this behalf (having prior approval of the Central Government) on the demand
- Duty to sign all the e-forms filed with the Registrar of Companies
- Responsibility to reimburse expenses incurred on an investigation by the Inspector
- The Designated Partner is authorised to sign the statement of accounts & solvency of concerned LLPs
Penalty in case LLP’s fails to maintain a minimum of two Designated Partner
It is mandatory for every LLPs to have at least two Designated Partners at a time. In case, LLP’s fails to comply with the same could attract penalty amounting to Rs 10,000 or more. Similarly if vacancy arises due to the exit of a Designated Partner and the same is not being filled i.e. the minimum requirement of 2 Designated Partner has not been fulfilled within a period of 30 days, the same penalty will be levied on the LLP.
What is DIN?
DIN is an 8-digit unique Identification Number allotted by the Ministry of Corporate Affairs (Government of India) to an individual who intends to become or is appointed as a director of a company, upon making an application in form DIR-3 by virtue of Section 153 & 154 of the Companies Act, 2013. The concept of a Director Identification Number (DIN) was introduced for the first time in 2006 via Companies (Amendment) Act, 2006.
DIN (Director Identification Number) Vs DPIN (Designated Partner Identification Number)
Designated Partners in LLPs are accountable for regulatory and legal compliance. Every Designated Partner must obtain a “Designated Partner’s Identification Number” (DPIN) which is analogous to the concept of “Director’s Identification Number” (DIN) required in case of directors of companies.
Director Identification number or DIN can be used interchangeably with Designated Partner Identification Number or DPIN and vice versa. In case of a person holding both DIN as well as DPIN, then DIN of that person will supersede DPIN at the time of his appointment as a designated partner of an LLP.
Any person who wants to become a director in an existing company, is required to make an application in eForm DIR-3. In case of application for allotment of DINs to the proposed first Directors in respect of new companies, the same must be made in SPICe form only.
Applicant may go through the instruction kit for filing eform DIR-3. Following procedures must be followed:
- Attachment of self-photograph and scanned copy of supporting documents like proof of identity, proof of residence must be made
- Form DIR-3 is mandatory to be signed by the Applicant and shall be verified digitally by authorized persons as discussed above
- Requisite fee as discussed above must be paid through electronic payment
Note - Every user is required to register on the MCA21 Portal to obtain Login ID. Applicant must Login to the MCA21 portal and then click on 'eForm upload' link available under the 'eForms' tab for uploading the eForm DIR- 3. eForm DIR-3 will be automatically processed after the DIN application fee is paid.
In case Form DIR-3 details have not been identified as potential duplicate, Approved DIN shall be generated automatically but if the details have been identified as potential duplicate, a provisional DIN shall be generated. In case of potential duplicate, the same gets routed to DIN cell for back office processing and when it is approved, provisional DIN becomes the approved DIN of the applicant for future use.
- Applicant can submit e-form DIR-6 if they want to change in the particulars submitted in form DIR-3. For instance, in the event of change of residential address or spelling mistakes, the concerned director is required to notify this change by submitting e-form DIR-6 along with the required attested document
- The e-Form DIR-6 must contain a digital signature of the applicant and the same must be certified by attesting authorities (as discussed above)
How to enquire about DIN status
Step 1: Visit the website of Ministry Of Corporate Affairs - Government of India
Step 2: Go to the portal of MCA Services and then click on Enquire DIN Status.
Some Important links