LLP Resolutions

Limited Liability Partnerships (LLPs’) are governed under the Limited Liability Partnership Act, 2008 and LLP Rules, 2009. There are various resolutions to be passed in the course of business. Some of the templates of the LLP resolution are covered here for your ready reference. You can modify them as per your specific requirements.  

Change Of Name Of LLP

“RESOLVED THAT pursuant to the provisions of Section 19 of the Limited Liability Partnership Act, 2008 read with Rule 20 of LLP (Incorporation of LLP) Rules, 2009 and other applicable provisions, if any, of the Limited Liability Partnership Act, 2008 and Clause ....... [Clause Number] of the LLP Agreement dated …..., the existing name of the LLP be changed from …………………. [Existing name] to ………………………… [New name] as agreed upon by the Designated Partner(s)/partner(s) of the LLP and in furtherance to this the LLP Agreement shall be amended accordingly.”

“FURTHER RESOLVED THAT Mr. /Ms. ………………… [Name of Designated Partner]designated partner be and is hereby authorized to sign necessary documents, forms, do necessary filings with the Registrar of Companies and to do any such acts and deeds that may be necessary in this regard.”

Change Of Address Of LLP

“RESOLVED THAT pursuant to the provisions of Section 13 of the Limited Liability Partnership Act, 2008 read with Rule 17 of LLP (Incorporation of LLP) Rules, 2009 and other applicable provisions, if any, of the Limited Liability Partnership Act, 2008 and Clause ....... [Clause Number] of the LLP Agreement dated ………., it is hereby accorded to shift the registered office of the LLP from                    to                         w.e.f.                         as agreed upon by the Designated Partner(s)/partner(s) of the LLP.

“FURTHER RESOLVED THAT the LLP Agreement be amended accordingly in order to give effect to the above resolution.”

“FURTHER RESOLVED THAT Mr. /Ms. ………………… [Name of Designated Partner]designated partner be and is hereby authorized to sign necessary documents, forms, do necessary filings with the Registrar of Companies and to do any such acts and deeds that may be necessary in this regard.”

For the alteration of Object Clause Of LLP Agreement of the LLP::

“RESOLVED THAT pursuant to the provisions of LLP Act, 2008, (including any amendment thereto or re-enactment thereof), the object clause of the LLP Agreement of the LLP be altered by adding the following new clauses_______ after the existing clause ___ thereof: 

New Clause:

__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
____________________.

“FURTHER RESOLVED THAT the LLP Agreement be amended accordingly in order to give effect to the above resolution.”

“RESOLVED FURTHER THAT Mr.______________and Mr.____________________, Designated Partners, of the LLP, be and are/is hereby jointly /severally authorized to take all such steps as may be necessary, proper or expedient to give effect to this Resolution and to execute, sign and file necessary documents, e-form with Registrar of Companies/MCA Portal”.

Increase In Capital of LLP

"RESOLVED THAT the Capital Contribution of the LLP be Increased from Rs _______ (Rupees ____________ only) to ____________ (Rupees ___________ Only) keeping in view the requirement of additional funds by the LLP. The breakup of the contribution of capital by the partners is as follows:

a)      Mr.__________  :  Rs.___________

b)      Mr.____________ Rs.___________

c)      Mr. ____________ Rs.___________

“FURTHER RESOLVED THAT the LLP Agreement be amended accordingly in order to give effect to the above resolution.”

“RESOLVED FURTHER THAT Mr.______________and Mr.____________________, Designated Partners, of the LLP, be and are/is hereby jointly /severally authorized to take all such steps as may be necessary, proper or expedient to give effect to this Resolution and to execute, sign and file necessary documents, e-form with Registrar of Companies/MCA Portal”.

Admission Of New Partner/Designated Partner

“RESOLVED THAT pursuant to the provisions of Section 25 of the Limited Liability Partnership Act, 2008 read with Rule 10 and 22 of LLP (Incorporation of LLP) Rules, 2009 and other applicable provisions, if any, of the Limited Liability Partnership Act, 2008 and Clause ....... [Clause Number] of the LLP Agreement dated ………., Mr./Mrs. ____________ with the consent of the remaining Designated Partner(s)/partner(s) of the LLP be appointed as Designated Partner/Partner as agreed upon by the Designated Partner(s)/partner(s) of the LLP.

“FURTHER RESOLVED THAT the LLP Agreement be amended accordingly in order to give effect to the above resolution.”

“FURTHER RESOLVED THAT Mr. /Ms. ………………… [Name of Designated Partner]designated partner be and is hereby authorized to sign necessary documents, forms, do necessary filings with the Registrar of Companies and to do any such acts and deeds that may be necessary in this regard.”

Cessation Of Designated Partner/Partner

"RESOLVED THAT the resignation of Mr./Mrs.  ________  be and is hereby accepted with immediate effect".

"RESOLVED FURTHER THAT the Board places on record its appreciation for the assistance and guidance provided by Shri, __________ during his tenure as Designated Partner of the LLP".

“RESOLVED FURTHER THAT _______, be and is hereby severally authorized to do all the acts, deeds and things which are necessary to the resignation of
aforesaid person from the LLP."

Change In Designation Of Partner/Designated Partner

“RESOLVED THAT pursuant to provisions of LLP Act, 2008 the consent of the remaining partners be and is hereby accorded to change the designation of Mr./Mrs. ___________  from Partner to Designated Partner.”

“FURTHER RESOLVED THAT the LLP Agreement be amended accordingly in order to give effect to the above resolution.”

“FURTHER RESOLVED THAT Mr. /Ms. ………………… [Name of Designated Partner]designated partner be and is hereby authorized to sign necessary documents, forms, do necessary filings with the Registrar of Companies and to do any such acts and deeds that may be necessary in this regard.”

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CS Urvashi Jain is an Associate Company Secretary and a Commerce Post Graduate from Jaipur having good experience in secretarial and legal matters. She is young and invigorate CS focusing mainly on Companies' Secretarial issues and keep a zeal to explore much more.