Rules 7-9 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rules 7 to 9 deal with the people who run an LLP's compliance: the designated partners. Rule 7 requires an individual's prior written consent, rule 8 requires his particulars to be filed, and rule 9 lists four situations in which a person cannot be appointed. This article explains the three rules as notified in 2009.
An individual must give his prior consent before acting as a designated partner (rule 7). His particulars are then filed with the Registrar (rule 8). A person cannot be appointed if, within the preceding five years, he has been adjudged insolvent or has suspended payment to creditors without a composition, or if he has been convicted for an offence involving moral turpitude and sentenced to at least six months, or convicted for an offence involving section 30 of the Act (rule 9(1)). The Central Government can remove only the first two disqualifications (rule 9(2)). The Rules have been amended since 2009; check the current text and forms.
Read this first: the 2009 text and later amendments
This article reports what rules 7 to 9 provided as notified on 1 April 2009. The Rules have been amended several times since, and the form, fee and manner of filing for these steps may now be different. The Act has also changed since 2009, for example in the provisions on penalties. Check the current Rules and the MCA portal before acting. This article gives no fee and no portal step, and it names no form number: it refers to "the form prescribed for this purpose", because the 2009 form details are out of date.
The rules implement sub-sections (3) and (4) of section 7 of the LLP Act, 2008; see Section 7: designated partners. For an overview of the role, see our guide to designated partners and the DPIN. If you are changing partners or designated partners, our changes in LLP agreement and partners service can assist.
Rule 7: prior consent
Rule 7 says that "for the purposes of sub-section (3) of section 7, an individual shall give his prior consent to act as a designated partner to the limited liability partnership" in the prescribed form. Three points stand out.
- The consent is by an individual. Rule 7 does not speak of bodies corporate here. A body corporate acts through a nominee, and that nominee is the person who is an individual designated partner under the Act.
- The consent is prior: it comes before the person acts, not after.
- The consent is given to the LLP, as the text says.
The text does not say how long the consent remains valid or how it can be withdrawn. Those aspects are silent in rule 7; see the Act (sections 8 and 9) for the position on cessation and changes.
Rule 8: particulars to be filed
Rule 8 operates "for the purposes of sub-section (4) of section 7". The particulars of an individual who has given consent to act as designated partner "shall be filed" in the prescribed form, with the fee as mentioned in the annexure. So rule 7 is the consent from the individual to the LLP, and rule 8 is the filing of his particulars by the LLP with the Registrar. The two steps are different: a consent that is signed but not filed does not complete the appointment.
Rule 10(8) links the two steps. It says every designated partner shall intimate consent and DPIN to the LLP, and the LLP shall intimate the DPIN to the Registrar; see the next article on the DPIN rule.
Rule 9(1): who cannot be appointed
Rule 9(1) says a person "shall not be capable of being appointed as a designated partner" if any of the following applies.
| Clause | Disqualification as notified in 2009 | Look-back |
|---|---|---|
| (a) | Adjudged insolvent | At any time within the preceding five years |
| (b) | Suspends payment to creditors, or has suspended payment within the preceding five years, and has not within that period made a composition with them | Five years |
| (c) | Convicted by a Court for an offence involving moral turpitude and sentenced to imprisonment for not less than six months | The clause does not state a look-back period |
| (d) | Convicted by a Court for an offence involving section 30 of the Act | The clause does not state a look-back period |
The two periods are worth comparing. Clauses (a) and (b) use a rolling five-year look-back. Clauses (c) and (d) say nothing about duration. The text read here does not say how long a conviction continues to disqualify, and this article does not fill that gap. Section 30 of the Act deals with unlimited liability in case of fraud; check the Act for its own position.
Note the structure of clause (b). A person who suspended payment is disqualified only if he has not made a composition with creditors within the five years. A composition therefore takes him out of clause (b).
Example. Anil Verma was adjudged insolvent in 2006. In April 2009 the partners of Verma Rao LLP want him as a designated partner. Under rule 9(1)(a), the question is whether the adjudication fell within the preceding five years from the date of the proposed appointment. If it did, he is not capable of being appointed as designated partner. The partners cannot cure this by his consent alone, because rule 9 speaks of capability, not consent.
Rule 9(2): removal of disqualification
Rule 9(2) lets the Central Government, by notification in the Official Gazette, "remove the disqualification incurred by any person by virtue of clauses (a) or (b) of sub-rule (1)". The removal may be general or may relate to a particular LLP or LLPs named in the notification.
The power covers only clauses (a) and (b). Disqualifications for conviction under clauses (c) and (d) are not within it. The text does not give the Central Government any power to remove those.
Consequences if a disqualified person is appointed
Rules 7 to 9 do not state a penalty or say what happens to acts done by such a person. The text is silent. The consequences for a failure to comply with the designated partner provisions are in the Act, including section 10, which has been amended since 2009. For that reason, this article does not restate any penalty.
Practical points
- Before any appointment, check each of the four disqualifications against the proposed person.
- Take the written consent first; file the particulars afterward in the prescribed form.
- Keep a dated copy of the consent with the LLP records.
- If a disqualification applies under clause (a) or (b), a Gazette notification under rule 9(2) is the only route the rule offers; it is not something the LLP or the partners can grant.
Need help appointing or changing designated partners?
Getting consent, eligibility and filing in the right order avoids rejected filings. Our changes in LLP agreement and partners team can check the current requirements and handle the filing for you.
Key takeaways
- An individual must give prior consent to act as designated partner (rule 7).
- The particulars of the consenting individual are filed in the prescribed form (rule 8).
- Four disqualifications apply: insolvency, suspension of payment without composition, conviction involving moral turpitude with six months' imprisonment, and conviction for an offence involving section 30 (rule 9(1)).
- Clauses (a) and (b) have a five-year look-back; clauses (c) and (d) state none in the text.
- Only clauses (a) and (b) can be lifted by Gazette notification (rule 9(2)).
- All of this is as notified in 2009; verify current forms and law.
Read next
- Rule 10: the Designated Partner Identification Number
- Rules 1-2: short title, commencement and definitions
- Rules 21-22: LLP agreement and changes in partners
- Consent letter of designated partner for LLP
- Sections 8-9: liabilities of and changes in designated partners
Disclaimer: Based on the Limited Liability Partnership Rules, 2009 as notified on 1 April 2009. The Rules have been amended several times since; current forms, fees and time limits must be checked before acting. This article is general information, not legal advice; check the official text before acting.