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How many designated members must an LLP have and what are they?

What is a designated member and how many must a LLP have?

Every LLP must have at least 2, formally appointed, designated members at all times. If there are fewer than 2 then all members will deemed to be a designated member.

With the agreement of the other members, a member may become a designated member at any time. Designated members have the same rights and duties towards the LLP as any other member. The LLP agreement and the general law govern these mutual rights and duties. However, the law also places extra responsibilities on designated members. In particular, designated members are responsible for:

• appointing an auditor (if one is needed);
• signing the accounts on behalf of the members;
• delivering the accounts to Companies House;
• notifying Companies House of any membership changes or change to the registered office address or name of the LLP;
• preparing, signing and delivering the annual return to Companies House; and
• acting on behalf of the LLP if it is wound up and dissolved.

They are also accountable in law for failing to carry out these legal responsibilities.

It is up to the members of the LLP to decide who should be appointed as designated members. The only restrictions are they must not have been disqualified from acting as a company director or member of an LLP (unless the court has given them permission to act for a particular LLP) or be an undischarged bankrupt (unless the court has given them permission to act for a particular LLP).

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