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.
Opening of Bank Account
“RESOLVED THAT a current account be opened in the name of LLP with the
Name of the Bank with address) and that the Bank be instructed to honour all
cheques, bills of exchange, promissory notes or other orders which may be drawn
by/accepted/made on behalf of the LLP and to act on any instructions so given
relating to the account whether the same be overdrawn or not or relating to the
transactions of the LLP and that Mr. ____________ and Mr. ____________,
Designated partners of the LLP be and are hereby severally authorised to sign
on behalf of the LLP cheques or any other instruments/documents drawn on or in
relation to the said account and the signatures shall be sufficient authority
and shall bind the LLP in all transactions between the Bank and the LLP”.
“RESOLVED FURTHER THAT a certified true copy of the above resolution under the
signatures of any one Designated Partner be provided to the Bank mentioned ibid
for their records and action thereon.”
Closing of bank Account
“RESOLVED THAT the LLP’s Banking Current Account
No___________ with (Name of the Bank with address) , be
closed and the amount, if any, lying in the said account be returned to the LLP
by way of issuance of Bankers’ Cheque payable at ______ or transfer to other Current
Account in the name of the LLP”.
"RESOLVED FURTHER THAT Mr.______________,Mr.________and/or Mr._________ Designated
Partner of the LLP be and are hereby severally /jointly authorized to do all
such acts, deeds and things and to sign all such documents as may be required
in connection with the closure of the said Account”.
Change
in the authority to operate Bank account:
“RESOLVED THAT in super session to all
other resolution passed earlier by the Designated Partner in its meeting in
respect of the Current Bank Account bearing no. _____________ in the name of
the LLP existing with (Name of the Bank with address) be and is hereby authorized to honour all cheques
signed:
A)
Mr…….(Designated
Partner)
Mr…….(DesignatedPartner)”
“RESOLVED FURTHER THAT the aforesaid bank be and is hereby instructed to honour all cheques, promissory notes and other order drawn by and all bills accepted on behalf of the LLP whether such account be in credit or overdrawn and to accept and credit to the account of the LLP all money deposited with or owing by the bank or any account or accounts at any time or times kept or to be kept in the name of the LLP and the amount of all cheques, notes, bills other negotiable instruments order or receipts provided they are endorsed/ signed as above on behalf of the LLP and such signature(s) shall be sufficient authority to bind the LLP in all transactions between the bank and the LLP including those specifically referred to herein.”
“RESOLVED FURTHER THAT the aforesaid bank be and is hereby instructed to honour all cheques, promissory notes and other order drawn by and all bills accepted on behalf of the LLP whether such account be in credit or overdrawn and to accept and credit to the account of the LLP all money deposited with or owing by the bank or any account or accounts at any time or times kept or to be kept in the name of the LLP and the amount of all cheques, notes, bills other negotiable instruments order or receipts provided they are endorsed/ signed as above on behalf of the LLP and such signature(s) shall be sufficient authority to bind the LLP in all transactions between the bank and the LLP including those specifically referred to herein.”
Place
of keeping of Serving of Documents:
"RESOLVED
THAT pursuant to the provisions of Section 13(2)
of the Limited Liability Partnership Act, 2008 and other applicable provisions,
if any, of the Limited Liability Partnership Act, 2008 consent of all the
partners of the LLP be and is hereby accorded to for serving a document on it
or its partner or designated partner other than the Registered Office of the
LLP situated at ______________________________________________”.
“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”.
For
Creation of Charge:
“RESOLVED THAT (Name of
the authorized person(s)) be and are hereby authorized jointly /
individually to create a first pari passu charge over the property of the LLP
situated at(Detail of the property) in favour of the bank (Name of
the Bank with address) to secure the amount of term loan
of Rs__________________ (Amount in words) as sanctioned by above
said bank”.
“RESOLVED FURTHER THAT (Name of
the authorized person(s) )be and are hereby authorized jointly / individually
on behalf of the LLP to sign and execute the necessary documents, papers,
writing, agreement on behalf of the LLP as required to create a
valid charge over the property of the LLP in favour of the bank and
to take such steps as may be necessary for filing of the said documents with
the respective authority and to obtain approvals, statutory, contractual or
otherwise, in relation to the above if required and to settle all matters
arising out of and incidental thereto, on behalf of the LLP and generally to do
all acts, deeds and things that may be necessary, proper, expedient or
incidental for the purpose of giving effect to the aforesaid Resolution.”
“RESOLVED FURTHER THAT all acts,
deeds, things, matters, etc. as aforestated shall be deemed to be valid and
enforceable only if they are consistent with the instant resolution as may be
relevant in this case and that the Board shall not be responsible for any acts
beyond the scope of the aforestated powers done by (Name of the authorized
person(s) and such invalid, illegal acts, and acts done beyond the scope
of powers granted in this Resolution shall not bind the LLP against
any third parties or before any authorities in any manner and that
the Board shall not be answerable in that behalf”.
“RESOLVED FURTHER THAT a
certified copy of the resolution be given to anyone concerned or interested in
the matter”.
Modification
of Charge:
“RESOLVED
THAT whereas the LLP has created a
charge in favour of the bank (Name of the Bank with Address) which had
advanced a term loan of Rs.________________ (Amount in words) with
interest (Rate of interest) against mortgage of (detail of property where
charge is created):
AND
WHEREAS the said charge was modified on (date
of modification) by way of enhancement of the sum so advanced form
Rs.___________(existing amount of loan) to Rs._________ (new amount of loan)
with interest rate (new rate of interest) against the mortgage of (detail of
property where charge is created) and (detail of other property charged, if
any).
“RESOLVED FURTHER THAT (Name of
the authorized person(s)) be and are hereby authorized jointly / individually
on behalf of the LLP to make intimation, to sign and file the necessary forms,
documents, papers, writing as required for modification of earlier charge as
modified by the parties with their mutual consent and also to register the same
with Registrar of Companies (concerned state) in the connection with the
said modification”.
“RESOLVED FURTHER THAT the aforesaid power entrusted to the said official
shall be valid and effective unless revoked earlier by the Board or shall be
exercisable by him so long as he is in the concerned to the LLP”.
“RESOLVED FURTHER THAT all acts,
deeds, things, matters, etc. as aforestated shall be deemed to be valid and
enforceable only if they are consistent with the instant resolution as may be
relevant in this case and that the Board shall not be responsible for any acts
beyond the scope of the aforestated powers done by (Name of the authorized
person(s) and such invalid, illegal acts, and acts done beyond the scope
of powers granted in this Resolution shall not bind the LLP against
any third parties or before any authorities in any manner and that
the Board shall not be answerable in that behalf”.
“RESOLVED FURTHER THAT a certified copy of the resolution be given to any one concerned or
interested in the matter”.
Satisfaction
of Charge:
“RESOLVED
THAT whereas the LLP had advanced a
term loan of Rs.________________ (Amount in words) from the bank (Name of
the Bank) with interest (Rate of interest) against mortgage of (detail of
property where charge is created):
RESOLVED FURTHER THAT the said sum of Rs.________________ (Amount
in words) with interest rate due thereon to be repaid by the LLP.
RESOLVED FURTHER THAT (Name of
the authorized person(s)) be and are hereby authorized jointly /
individually on behalf of the LLP to make repayment of Term loan of
Rs.________________ (Amount in words) to the bank (Name of the Bank with
address) with interest thereon.
RESOLVED FURTHER THAT (Name of
the authorized person(s) )be and are hereby authorized jointly /
individually on behalf of the LLP to take such steps as may be necessary for
obtaining approvals, statutory, contractual or otherwise, in relation to the
above if required and to settle all matters arising out of and incidental
thereto, and to sign and execute all deeds, applications documents and writings
that may be required, on behalf of the LLP and generally to do all acts, deeds
and things that may be necessary, proper, expedient or incidental for the
purpose of giving effect to the aforesaid Resolution.
RESOLVED FURTHER THAT (Name of
the authorized person(s)) be and are hereby authorized jointly / individually
on behalf of the LLP to obtain a valid receipt / no dues certificate in token
of the repayment and file satisfaction of charges created by the Bank (Name of
the Bank) and registered with Registrar of Companies (concerned state) in
the connection with the said term loan.
RESOLVED FURTHER THAT the aforesaid power entrusted to the said official
shall be valid and effective unless revoked earlier by the Board or shall be
exercisable by him so long as he is in the concerned to the LLP.
RESOLVED FURTHER THAT all acts,
deeds, things, matters, etc. as aforestated shall be deemed to be valid and
enforceable only if they are consistent with the instant resolution as may be
relevant in this case and that the Board shall not be responsible for any acts
beyond the scope of the aforestated powers done by (Name of the authorized
person(s) and such invalid, illegal acts, and acts done beyond the scope
of powers granted in this Resolution shall not bind the LLP against
any third parties or before any authorities in any manner and that
the Board shall not be answerable in that behalf.
RESOLVED FURTHER THAT a
certified copy of the resolution be given to anyone concerned or interested in
the matter.”
Filing
of Statutory Forms:
"RESOLVED THAT
Shri ________and Shri________, Designated Partner(s), of the LLP, be and are/is
hereby jointly/severally authorized to digitally sign on behalf of the LLP
various documents, forms, returns, etc. required to be filed under the Limited
Liability Partnership Act, 2008 and rules and regulations made there under and
which are required to be filed with the Ministry of Corporate Affairs, Regional
Directors, National Company Law Tribunal(NCLT), concerned Registrar of
Companies and other appropriate authorities constituted under the LLP Act, 2008
and rules and regulations made thereunder”.
Appointment
of Auditor
“RESOLVED THAT pursuant to the provisions of Limited
Liability Partnership Act, 2008, read with Rule 24 of Limited Liability
Partnership Rules, 2009 (Auditor Name or Firm Name), Chartered Accountants
having registration number: (registration number) from whom certificate has
been received, be and are hereby appointed as the first auditors of the LLP to
audit the accounts at a remuneration to be determined by the Partners of the
LLP.”
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.
Thanks for sharing.. To have additional information about LLP registration process
ReplyDeleteThank you for your outstanding blog.
ReplyDeleteLLP Registration in Agra