Sections 8 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.
Section 8 makes designated partners the people answerable for the LLP's compliance with the Act, including filings, and for the penalties imposed on the LLP. Section 9 gives thirty days to fill a vacancy among designated partners and says what happens if no one is appointed: every partner is deemed a designated partner. When your designated partners change, our changes in LLP agreement and partners service handles the paperwork.
Unless the Act expressly provides otherwise, a designated partner is responsible for doing all acts required of the LLP in respect of compliance, including filing any document, return or statement, as may be specified in the LLP agreement, and is liable to all penalties imposed on the LLP for any contravention of those provisions (section 8). An LLP may appoint a designated partner within thirty days of a vacancy arising for any reason (section 9). If none is appointed, or if there is only one at any time, each partner is deemed to be a designated partner (proviso to section 9).
Sections 8 and 9 at a glance
| Provision | What it provides |
|---|---|
| s.8(a) | Responsible for all acts required of the LLP for compliance, including filings, as may be specified in the LLP agreement |
| s.8(b) | Liable to all penalties imposed on the LLP for contravention of those provisions |
| s.9 | LLP may appoint a designated partner within thirty days of a vacancy for any reason |
| s.9 | Sub-sections (4) and (5) of section 7 apply to the new designated partner |
| s.9 proviso | No appointment, or only one designated partner: each partner is deemed a designated partner |
Section 8: what a designated partner is responsible for
The section opens with "Unless expressly provided otherwise in this Act". Where another provision of the Act puts a duty on someone else, that provision wins. Otherwise, two consequences follow.
(a) Responsibility for doing. A designated partner is responsible for "the doing of all acts, matters and things as are required to be done by the limited liability partnership in respect of compliance of the provisions of this Act including filing of any document, return, statement and the like report pursuant to the provisions of this Act and as may be specified in the limited liability partnership agreement". The compliance work is the LLP's; the designated partner is the person who must see it done. The words "as may be specified in the LLP agreement" allow the agreement to spell out the division of tasks.
(b) Liability for penalties. A designated partner is "liable to all penalties imposed on the limited liability partnership for any contravention of those provisions". So where the LLP is penalised for a lapse in compliance, the designated partner can be made liable for the penalty too.
Two practical points:
- A partner who is not a designated partner does not carry this particular responsibility under section 8; the section speaks only of designated partners. But under section 9, in some cases every partner is deemed designated (see below).
- Section 8 lets the LLP agreement specify the acts, but it does not say that the agreement can remove a responsibility the section itself gives. The text is silent on that, so take advice on the drafting.
Example. Veda Craft LLP misses a filing due under the Act and a penalty is imposed on the LLP. Under 8(b), the designated partners, Arjun and Lata, are liable to the penalty imposed on the LLP. If the LLP agreement names Lata as the person who handles filings, that records the internal arrangement, but section 8 itself speaks of the designated partner's liability.
What the 2021 Act changed around section 8
Before 2021, section 10 (the penalty section) covered contraventions of sections 7, 8 and 9 together. The 2021 Act omitted the figure "8" from the heading of section 10 (footnote 18 to the clean text) and replaced sub-section (2). So section 8 is no longer listed in section 10's penalty provisions. Section 8 itself, however, still makes the designated partner liable to penalties imposed on the LLP. Before the amendment, section 10(2) read that if the LLP contravened section 7(4) and (5), section 8 or section 9, the LLP and every partner would be punishable with fine of not less than ten thousand rupees but up to one lakh rupees. That is old law.
Section 9: filling a vacancy
"A limited liability partnership may appoint a designated partner within thirty days of a vacancy arising for any reason." "For any reason" covers resignation, death, disqualification or any other cause. The sub-sections that apply to the new appointee are (4) and (5) of section 7: the particulars must be filed with the Registrar within thirty days of appointment, and the individual must meet the prescribed eligibility conditions. Consent under 7(3) and the DPIN under 7(6) are not repeated in section 9, but those sub-sections speak of any individual becoming a designated partner, so check them as well (see section 7).
The proviso: every partner becomes a designated partner
"Provided that if no designated partner is appointed, or if at any time there is only one designated partner, each partner shall be deemed to be a designated partner."
| Situation | Effect |
|---|---|
| Vacancy filled within thirty days | New designated partner appointed; 7(4) and (5) apply |
| No designated partner appointed | Each partner deemed to be a designated partner |
| Only one designated partner at any time | Each partner deemed to be a designated partner |
The second and third rows are strong consequences: all partners then carry the section 8 responsibilities and liabilities. The text does not say for how long the deeming lasts, but it is natural to read that it ends when proper appointments are made.
Example. Naveen and Isha are the only designated partners of Skyline Retail LLP, which also has five other partners. Isha resigns as designated partner. At that moment there is only one designated partner, so under the proviso each of the seven partners is deemed designated until a replacement is appointed. Appointing a new designated partner within thirty days and filing the particulars keeps the position in order.
Penalties for missing the thirty days
A contravention of section 9 now falls under section 10(3), a fixed penalty with a daily addition, covered in the article on section 10.
Need help with a change in designated partners?
When a designated partner leaves, the thirty-day clock starts and the partner list, the consents and the filings all need to line up. Our changes in LLP agreement and partners service can prepare the documents, and our team can also help you review who is carrying compliance responsibility.
Key takeaways
- Designated partners are responsible for the LLP's compliance acts and filings, as specified in the LLP agreement (s.8(a)).
- They are liable to penalties imposed on the LLP for contravention of those provisions (s.8(b)).
- A vacancy may be filled within thirty days, and 7(4) and 7(5) apply to the new appointee (s.9).
- With no designated partner, or only one, each partner is deemed a designated partner (proviso to s.9).
- Since 2021, section 8 is not in the heading or penalty provisions of section 10, but 8(b) still applies.
Read next
- Section 7: designated partners
- Section 10: penalty for contravening sections 7 to 9
- How to Change Designated Partner in LLP: Form 4
- Form 4 Under Section 25: Partner Appointment, Cessation and Change
Disclaimer: Based on the Limited Liability Partnership Act, 2008 as amended by the Limited Liability Partnership (Amendment) Act, 2021, as consulted on 1 October 2026. Forms, fees and procedure are set by the LLP Rules, 2009 as amended from time to time. This article is general information, not legal advice; check the official text before acting.