Limited Liability Partnerships combine the benefits of a partnership with the limited liability features of a company. A major aspect of LLP governance is the role of designated partners, who are responsible for compliance, filings and overall management. Unlike regular partners, designated partners bear additional statutory duties, ensuring the LLP adheres to regulatory requirements. The major step in appointing these individuals is getting their consent to act as designated partners using Form 9. Form 9 serves as a formal declaration by a prospective designated partner. It affirms their willingness to take on the role. It is directed to prevent unauthorized appointments and to maintain transparency in LLP operations. The form 9 consent to act as designated partner make sure that only qualified and consenting individuals assume these critical positions which safeguards the interests of the LLP and its stakeholders.
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Legal Framework Governing Form 9 Consent to Act as Designated Partner: In Limited Liability Partnerships
The form 9 consent to act as designated partner is found in the Limited Liability Partnership Act, 2008 (LLP Act) which revolutionized partnership laws in India by introducing limited liability while retaining operational flexibility. Specifically, Section 7(3) of the LLP Act stipulates that no person shall be appointed as a designated partner without their prior consent. This provision aims to uphold principles of voluntary participation and informed decision-making in business entities.
Complementing the Act are the Limited Liability Partnership Rules, 2009 (LLP Rules), notified by the Ministry of Corporate Affairs (MCA). Rule 7 of the LLP Rules explicitly requires that every designated partner intimate their consent to the LLP in the prescribed format which is Form 9. Additionally, Rule 10(8) reinforces this by mandating the form during the incorporation phase or when changes occur in the partnership structure.
The Designated Partner Identification Number (DPIN) which is akin to a Director Identification Number (DIN) in companies, is integral here. The DPIN must be mentioned in the form 9 consent to act as designated partner which is obtained via Form DIR-3 on the MCA portal,. This integration ensures seamless tracking and verification by regulatory authorities like the Registrar of Companies (ROC).
LLP Act aligns with broader corporate governance norms under the Companies Act, 2013 where it emphasized consent and eligibility. Courts have also interpreted similar provisions in partnership disputes, showing that non-consensual appointments can lead to invalidation of actions taken by the LLP. Thus, the form 9 consent to act as designated partner acts as a foundational compliance tool which prevents disputes and ensures statutory adherence.
When is Form 9 Required?
The form 9 consent to act as designated partner is not a one-time document but is invoked at various stages of an LLP's lifecycle. Primarily, it is essential during the incorporation of an LLP. As per Rule 10 of the LLP Rules, when filing Form 2 (Incorporation Document and Subscriber's Statement) with the ROC, the consents of all proposed designated partners must be attached. This ensures that the LLP starts on a solid legal footing with willing and qualified leaders.
Beyond incorporation, the form becomes relevant whenever there is a change in the designated partners. This includes scenarios such as the appointment of a new designated partner, resignation of an existing one, or redesignation within the partnership. In such cases, Form 4 (Notice for Appointment of Partner/Designated Partner, Notice for Change of Name/Address/Designation of Partner/Designated Partner and Consent to Become a Partner/Designated Partner) is filed and the form 9 consent to act as designated partner must accompany it for new appointees.
Eligibility criteria play a crucial role here. Only individuals who are not disqualified under Section 7(4) of the LLP Act such as undischarged insolvents, those convicted of fraud, or minors can provide this consent. Nominees of body corporates can also use Form 9, provided they meet the requirements. Lawyers advising on LLP formations must verify these aspects to avoid rejection of filings.
The form 9 consent to act as designated partner is required within 30 days of any change in order to avoid penalties. This temporal aspect highlights its role in maintaining up-to-date records with the ROC, facilitating smooth audits and inspections.
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Contents and Format of Form 9
The form 9 begins with a header addressing the LLP, followed by a subject line stating the consent purpose. The core is a declaration: "I, hereby give my consent to act as designated partner of the (name of the LLP) pursuant to Section 7(3) of the Act."
The form then lists particulars that must be filled mandatorily, marked with asterisks for clarity. These include:
Designated Partner Identification Number (DPIN): Designated Partner Identification Number (DPIN): DPIN is a unique identifier which is issued by the MCA.
Father’s/Husband’s Name: For verification and traditional identification purposes.
Present Residential Address: Complete address for correspondence.
E-mail ID: For electronic notifications and compliance.
Name of the Partnership Firm or LLPIN & Name of Limited Liability Partnership or CIN & Name of the Company or Name of any other body corporate whose nominee the designated partner is: This field captures any affiliations, especially for nominees.
A concluding statement affirms that the individual satisfies eligibility conditions and has not been disqualified. The form ends with a signature block, including DPIN, date and place.
To illustrate, below is a table summarizing the key fields in Form 9:
Field Number | Particular | Description | Mandatory? |
1 | Designated Partner Identification Number (DPIN) | Unique number obtained from MCA for identification. | Yes |
2 | Name | Full name of the person consenting to the role. | Yes |
3 | Father’s/Husband’s Name | Parent or spouse's name for additional verification. | Yes |
4 | Present Residential Address | Current address where the individual resides. | Yes |
5 | E-mail ID | Email address for official communications. | Yes |
6 | Affiliation Details | Details of any nominating entity like a company or firm. | Yes (if applicable) |
This format minimizes errors and makes sure that all necessary information is captured. For legal practitioners, it is advisable to use the official MCA template or Word formats available online to maintain consistency. The form 9 must be signed physically or digitally. It depends on the filing mode and scanned for e-filing.
Procedure for Preparing and Filing Form 9
Preparing the form 9 consent to act as designated partner begins with obtaining a DPIN if not already held. The applicant files Form DIR-3 online via the MCA V3 portal, submitting identity and address proofs like PAN, Aadhaar and passport-sized photos. Once approved, the DPIN is issued within days.
Next, the form itself is drafted. Using a standard template, the prospective designated partner fills in the details accurately. It's addressed to the LLP and dated appropriately. Signatures are crucial; digital signatures (DSC) are mandatory for e-filings.
Submission varies by context. For new LLPs, Form 9 is attached to Form 2 during incorporation. For existing LLPs, it's filed with Form 4 within 30 days of the appointment or change. The process involves logging into the MCA portal, uploading the forms, paying fees (typically Rs. 100-500 based on LLP capital) and awaiting ROC approval.
Challenges may arise if details mismatch with DPIN records or if proofs are insufficient. Lawyers should cross-verify with KYC documents in order to prevent resubmissions. Post-filing, the ROC issues a certificate or updates the LLP master data, accessible publicly on the MCA website.
In digital transformations, the MCA's V3 portal has streamlined this, allowing seamless integration with other compliances like annual returns (Form 11) and financial statements (Form 8).
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Form 9: Consent to Act as Designated Partner
Below is the standard template for Form 9 Consent to Act as Designated Partner, as prescribed under the Limited Liability Partnership Rules, 2009 [See rule 7 and 10(8)]. This format is used for individuals or nominees to formally consent to their appointment in an LLP. Note that this is a textual representation; in practice, it should be prepared on the official template or in a Word/PDF format for filing with the Ministry of Corporate Affairs (MCA). All fields marked with an asterisk (*) are mandatory.
Form 9
[See rule 7 and 10(8)]
Consent to Act as Designated Partner
Note – All fields marked in * are to be mandatorily filled.
To
[Name of the LLP]
[Address of the LLP]
Date: [DD/MM/YYYY]
Subject: Consent to act as Designated Partner
I, [Full Name of Consenting Individual] hereby give my consent to act as designated partner of the [Name of the LLP] pursuant to Section 7(3) of LLP Act.
Particulars
Designated Partner Identification Number (DPIN): [DPIN]
Name: [Full Name]
Father’s/Husband’s Name: [Name]
Present residential address: [Full Address]
e-mail ID: [Email Address]
Name of the Partnership Firm Or LLPIN & Name of Limited Liability Partnership Or CIN & Name of the Company Or Name of any other body corporate whose nominee the designated partner is: [Enter Details if Applicable]
I hereby state that I satisfy the conditions and requirements for being eligible to be a designated partner and I have not been disqualified to act as a designated partner.
To be signed by the designated partner:
DPIN: [Enter DPIN]
Date: [DD/MM/YYYY]
Place: [Enter Place]
[Signature]
This template ensures compliance with the requirements for the form 9 consent to act as designated partner. For official use, download the latest version from reliable sources or the MCA portal and ensure it is signed (physically or digitally) before attachment to incorporation or change filings.
Summary
The Form 9 Consent to Act as Designated Partner is a critical document under the Limited Liability Partnership Act, 2008, in India, ensuring compliance in LLP governance. It formalizes a designated partner’s willingness to undertake statutory duties, such as filings and management, as mandated by Section 7(3). Required during LLP incorporation or partner changes, it includes details like DPIN, name, address and affiliations. Filed with Forms 2 or 4 via the MCA portal, it ensures only eligible, consenting individuals assume these roles, promoting transparency and preventing disputes in LLP operations.
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Form 9 Consent to Act as Designated Partner: In Limited Liability Partnerships: FAQs
Q1. What is Form 9?
A document where a person consents to act as a designated partner in an LLP, as per the LLP Act, 2008.
Q2. When is Form 9 required?
During LLP incorporation or when appointing/changing designated partners, filed with Forms 2 or 4.
Q3. Who can file Form 9?
Eligible individuals or nominees not disqualified under Section 7(4) of the LLP Act, with a valid DPIN.
Q4. What details are needed in Form 9?
DPIN, full name, father’s/husband’s name, address, email and affiliation details, if applicable.
Q5. How is Form 9 filed?
Submitted via the MCA portal with digital signatures, attached to Form 2 or 4, within 30 days of changes.
