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Home LLP & Limited Partnerships UK LLP Partnership and Nominee Members Who are Designated Members?

Who are Designated Members?

Who are the designated members of an LLP

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Who are the designated members of an LLP? How many designated members an LLP needs to have? When a limited liability partnership is formed, the members are the people named on the incorporation document; these are the owners and investors of the business. The mutual rights and duties of the members of a limited liability partnership are governed by the limited liability partnership agreement or by law.

Every member is the agent of the limited liability partnership and the partnership is bound by anything done by a member on its behalf, unless the member had no authority to act in that capacity on behalf of the limited liability partnership, or if the person with whom the member is dealing knows that the member had no authority to act or had no knowledge of his or her membership of the limited liability partnership.

Designated members have the same rights and duties towards the limited liability partnership as any other member; however, the law also places extra responsibilities on designated members. In particular, designated members are responsible for: -

  • Appointing an auditor
  • Signing the accounts on behalf of the members
  • Delivering the accounts to the registrar
  • Notifying the registrar of any membership changes, changes to the registered office address, or changes of the name of the limited liability partnership
  • Preparing, signing, and submitting an annual return
  • Acting on behalf of the limited liability partnership if it is wound up and dissolved

Designated members are accountable in law for failing to carry out these legal responsibilities.

Shadow Members of an LLP

Shadow members of an LLP

A shadow member is a member on whose orders, supervisions and directions the other members are accustomed to undertaking. An individual solely providing professional service & advice is unlikely to be treated as a shadow member. A shadow member often acts behind the scenes, which may be because there is a reason why they cannot be formally appointed or named to public.

In this case, we, be nominated as the nominee members, are not the shadow members; the shadow member is the beneficiary owner of a limited liability partnership, who giving us instructions and directions what we should do on his behalf.