Every limited liability partnership must at all times have at least two, formally appointed designated members. (Designated members are analogous to the executive directors and the company secretary of a company). Moreover, there can be an unlimited number of members. The designated members are responsible for:
- Appointing an auditor (if one is needed)
- Signing the accounts on behalf of the members
- Delivering the accounts to the Registrar
- Notifying the Registrar of any membership changes or changes to the registered office address or name of the limited liability partnership
- Preparing, signing and delivering to the Registrar an Annual Return (Form LLP363); and
- Acting on behalf of the Limited Liability Partnership if it is wound up or dissolved
Designated members are liable in law for failing to carry out these legal responsibilities. If there are fewer than two designated members then every member is deemed to be a designated member. (The limited liability partnership may have decided that all members will be designated members or that only some members will be designated).
With the agreement of the other members, a member may become a designated member at any time. Designated members enjoy the same rights and owe the same duties towards the limited liability partnership as any other member. These mutual rights and duties are governed by the limited liability partnership agreement and the general law. However, the law also places additional responsibilities on designated members.