Draft Board Resolution: Appointment of LLP Designated Partner

Every LLP shall have at least two Designated Partners. An individual or a body corporate who contributes to the capital of the LLP are called Partners. Whereas designated partners are mainly responsible for regulatory and legal compliance of the LLP.

Designated partners have to be individuals only, body corporates cannot be designated partners. In case, a body corporate is the partner of an LLP, it can nominate an individual as a designated partner. At least one of the designated partners shall be a resident of India.

There is a minor difference between the terms "partners and designated partners" in an LLP. Do not get confused.

Here is a template of a board resolution for the appointment of a designated partner in an LLP. Do modify as necessary.

FORMAT

// Certified True Copy //

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE ...TH MEETING OF THE PARTNERS OF .......................... LLP, HELD ON (DAY), THE ...TH DAY OF (MONTH),  20XX,  AT (TIME) A.M./P.M. AT ITS REGISTERED OFFICE SITUATED AT (FULL ADDRESS).

Item #. Admission of new partner Mr. / Ms. .........................

“RESOLVED THAT pursuant to the provisions of Section 7 and 25 of the Limited Liability Partnership Act, 2008 ("the Act") read with Rule 10 and 22 of the Limited Liability Partnership Rules, 2009 ("the Rules") and any other applicable provisions of the Act and the Rules and Clause .... of the LLP Agreement dated .................., Ms./Mr. ..................................., with the consent of the remaining Designated Partners, be and is hereby appointed as a Designated Partner of the LLP.

RESOLVED FURTHER THAT the consent letter furnished by Ms./Mr. ................................... to act as a Designated Partner of the LLP as tabled before the partners be and is hereby noted.

RESOLVED FURTHER THAT the draft of the amended LLP Agreement dated ............. in order to give effect to the above resolution be and is hereby approved.

RESOLVED FURTHER THAT (Name of the Designated Partner), Designated Partner be and is hereby authorised to sign and submit applicable forms along with other documents as may be required to file with the Registrar of Companies, ............... and to do any such acts, deeds and things that may be necessary or incidental in this connection.

RESOLVED FURTHER THAT a certified true copy of the foregoing resolution under the signatures of any two Designated Partners be provided to the concerned authorities as and when necessary.”

For ........................................ LLP

    (signature)                                            (signature)

(Name of the Designated Partner)        (Name of the Designated Partner)

Designated Partner                                Designated Partner

DPIN: .....................                                DPIN: .....................

Date: .................

Place: ................