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Process for Resignation of Designated Partner in LLP under the LLP Act, 2008

The resignation of a designated partner in a Limited Liability Partnership (LLP) is a formal process governed by the Limited Liability Partnership Act, 2008.

Key steps involved in the resignation of a designated partner in an LLP:

1.      Notice of Resignation

A designated partner wishing to resign must submit a written notice to the LLP, specifying the date of resignation and optionally providing reasons for resignation. This notice should be sent in accordance with any provisions outlined in the LLP Agreement, if available.

2.      Acceptance by Remaining Partners

Upon receiving the resignation notice, the remaining partners must formally accept it in a meeting, and the resignation should be recorded in the minutes. If the resignation causes the LLP to have fewer than two designated partners, a new designated partner must be appointed immediately to comply with the LLP Act.

3.      Filing with the Registrar of Companies (RoC)

After accepting the resignation, the LLP must notify the RoC by filing Form 4 to report the resignation and Form 3 if the LLP Agreement is amended due to the resignation or appointment of a new partner. This must be completed within 30 days of the resignation.

4.      Amendment to LLP Agreement (if applicable)

If the resignation affects the LLP structure, the LLP Agreement should be amended to reflect the change in designated partners. The amendment must be signed by the remaining partners and filed with the RoC in Form 3.

5.      Settlement of Dues

The resigning partner should ensure all dues and obligations with the LLP are settled before the resignation takes effect, including any financial liabilities or operational duties.

6.      Effective Date of Resignation

The resignation becomes effective either on the date of receipt of the resignation notice or a later date specified by the resigning partner.

7.      Liabilities After Resignation

The resigning partner remains liable for any obligations or liabilities incurred during their tenure in the LLP, even after the resignation.

8.      Appointment of New Designated Partner (if required)

If the resignation leaves the LLP with fewer than two designated partners, a new partner must be appointed immediately. This appointment must also be filed with the RoC using Form 4.

9.      Final Documentation and Compliance

The LLP must maintain records of the resignation notice, meeting minutes accepting the resignation, forms filed with the RoC (Form 4 and Form 3), and any updated LLP Agreement for compliance and future reference.

Conclusion

The resignation of a designated partner in an LLP under the LLP Act, 2008, involves notifying the RoC, amending the LLP Agreement (if necessary), and settling any dues. It is essential to comply with the statutory requirements to ensure the smooth operation of the LLP and avoid legal complications.