Board Resolution Format for Llp

UNANIMOUS RESOLUTION OF THE DESIGNATED PARTNERS / PARTNERS

OF

[LLP Legal Name, LLC / LLP]

DOCUMENT CONTROL & METADATA

• Effective Date: [DD Month, YYYY]
• Version Control: 1.0 (Production)
• Jurisdiction / Governing Law: State of [State of Formation] / Limited Liability Partnership Agreement dated [Date of Agreement]
• Document Ref: BR-LLP-[YYYY-001]

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SECTION 1: LEGAL NOTICE & DISCLAIMER

DISCLAIMER: This document template is provided for operational and corporate governance structuring purposes only and does not constitute formal legal or tax advice. Limited Liability Partnerships (LLPs) are governed by specific state statutes and their internal governing documents (LLP Agreement / Partnership Agreement). Users must verify that the adoption of this resolution complies with all quorum, voting, and notice requirements set forth in the LLP’s governing instruments and applicable state laws. Legal counsel should be consulted prior to execution.

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SECTION 2: RECITALS & DEFINITIONS

WHEREAS, [LLP Legal Name] (hereinafter referred to as the "LLP") is a duly formed and validly existing limited liability partnership, registered under the laws of the State of [State] with Secretary of State ID / File Number [Filing Number]; and

WHEREAS, the Designated Partners / Partners of the LLP have reviewed the operational and strategic necessity of passing the resolutions set forth herein; and

WHEREAS, the LLP Agreement permits the adoption of resolutions by written consent of the Designated Partners / Partners in lieu of a physical meeting, provided the requisite voting threshold is met;

NOW, THEREFORE, BE IT RESOLVED, that the following definitions apply throughout this document:

1. "Act" means the Uniform Partnership Act and/or the Limited Liability Partnership Act of the State of [State], as amended from time to time.
2. "Designated Partner(s)" / "Managing Partner(s)" means those individuals duly authorized under the LLP Agreement to manage the day-to-day operations and bind the LLP.
3. "Authorized Signatory" means any individual designated herein or via separate power of attorney to execute binding legal instruments on behalf of the LLP.

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SECTION 3: OPERATIVE CLAUSES & RESOLUTIONS

RESOLUTION 1: APPROVAL OF SPECIFIC TRANSACTION / CORPORATE ACTION

RESOLVED, that the LLP hereby approves, adopts, and authorizes the entry into [describe specific transaction, e.g., the acquisition of assets from / execution of a commercial lease for / opening of a bank account with [Bank Name]], substantially in the form presented to the partners, with such minor modifications, additions, or deletions as the Authorized Signatory executing the same shall approve, such execution to be conclusive evidence of such approval.

RESOLUTION 2: AUTHORIZATION OF DESIGNATED PARTNERS / AGENTS

RESOLVED, that each of the following Designated Partners and/or agents of the LLP (each, an "Authorized Representative") is hereby authorized, empowered, and directed, individually or collectively, in the name of and on behalf of the LLP, to execute, deliver, and perform any agreements, contracts, instruments, applications, or documents required to effectuate the actions approved in Resolution 1:

• Name: [Full Legal Name of Agent 1] | Title: [Designated Partner / COO] | Specimen Signature: ______________________
• Name: [Full Legal Name of Agent 2] | Title: [Partner / CFO] | Specimen Signature: ______________________

RESOLUTION 3: BANKING AND FINANCIAL ACCOUNTS (IF APPLICABLE)

RESOLVED, that the LLP is authorized to open and maintain one or more accounts with [Name of Financial Institution], and that the financial institution is authorized to honor drafts, checks, and other orders for payment of money drawn in the LLP’s name, signed by any [Number] of the designated Authorized Representatives.

RESOLUTION 4: RATIFICATION OF PRIOR ACTS

RESOLVED, that any and all past actions taken by the Designated Partners, Partners, or designated agents of the LLP in connection with the transactions contemplated by these resolutions prior to the Effective Date are hereby ratified, confirmed, and approved in all respects as acts of the LLP.

RESOLUTION 5: GENERAL AUTHORIZATION

RESOLVED, that the Authorized Representatives of the LLP be, and each of them individually hereby is, authorized and empowered, in the name and on behalf of the LLP, to take all such further actions, pay all fees and expenses, and execute and deliver all such further instruments and documents as they may deem necessary, proper, or advisable to carry out the full intent and purpose of the foregoing resolutions.

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SECTION 4: EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned, constituting 100% of the Designated Partners / Partners (or the requisite statutory majority pursuant to the LLP Agreement) of [LLP Legal Name], have executed this Unanimous Resolution as of the Effective Date written above.

DESIGNATED PARTNER / PARTNER 1:

Signature: ___________________________________
Printed Name: [Full Legal Name]
Title: Designated Partner
Date: [DD Month, YYYY]

DESIGNATED PARTNER / PARTNER 2:

Signature: ___________________________________
Printed Name: [Full Legal Name]
Title: Partner
Date: [DD Month, YYYY]

ATTESTATION / CERTIFICATION BY SECRETARY OR MANAGING PARTNER (IF APPLICABLE):

I, the undersigned [Title, e.g., Managing Partner] of the LLP, hereby certify that the foregoing is a true, correct, and complete copy of the resolution adopted by the partners of the LLP in accordance with the LLP Agreement and applicable state law, and that said resolution has not been modified, amended, or rescinded and is in full force and effect.

Signature: ___________________________________
Printed Name: [Full Legal Name]
Date: [DD Month, YYYY]

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SECTION 5: STEP-BY-STEP EXECUTION & COMPLIANCE GUIDE

1. Review Governing Documents: Before signing, verify the LLP’s partnership agreement to ensure that the required quorum and voting percentages (e.g., majority vote vs. unanimous consent) for the specific corporate action have been satisfied.
2. Complete Fillable Fields: Replace all placeholder text enclosed in brackets ([...]) with precise legal names, titles, dates, and transaction specifics. Do not leave blank fields.
3. Execution: Ensure all required Designated Partners or Partners sign and date the document in Section 4. Electronic signatures (e.g., DocuSign, Adobe Sign) are generally valid for LLPs unless explicitly prohibited by the state-level partnership agreement.
4. Corporate Recordkeeping: File the fully executed resolution directly into the LLP’s permanent Minute Book / Records Book (physical or secure cloud repository) pursuant to statutory record-keeping requirements.
5. Third-Party Delivery: Provide certified copies of this resolution (utilizing the attestation block in Section 4) to third parties requiring proof of authority—such as commercial banks, counterparties, landlords, or regulatory agencies.