Llp Board Resolution Format for Gst Registration Pdf Download

CERTIFIED EXTRACT OF THE RESOLUTION PASSED AT THE MEETING OF THE DESIGNATED PARTNERS OF [LLP FULL LEGAL NAME] AND OMNIBUS AUTHORIZATION FOR GST REGISTRATION

Document ID: RES-LLP-GST-[YEAR]-[INCREMENTAL_NO]
Effective Date: [Effective Date, e.g., October 24, 2024]
Version: 3.2 (Statutory Compliance Series)
Governing Jurisdiction: Republic of India (CGST Act, 2017 / LLP Act, 2008)

---

1. STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT REGULATORY NOTICE: This document constitutes a formal corporate record and legal instrument of authority executed pursuant to the Limited Liability Partnership Act, 2008, the Central Goods and Services Tax Act, 2017 ("CGST Act"), the State/Union Territory Goods and Services Tax Act, 2017 ("SGST/UTGST Act"), the Integrated Goods and Services Tax Act, 2017 ("IGST Act"), and the rules promulgated thereunder. Under Rule 8 and Form GST REG-01 of the Central Goods and Services Tax Rules, 2017, an applicant entity must furnish conclusive documentary proof of appointment of the Authorized Signatory. Uploading an unauthorized, fraudulent, or non-conforming resolution constitutes an offense under Section 122 and Section 132 of the CGST Act, carrying civil penalties, suspension of registration, and potential criminal liability. Parties must review local stamp duty laws applicable in the State of the LLP’s registered office to determine whether this instrument requires notarization or physical stamp paper execution prior to PDF digitization and electronic filing.

---

2. PARTIES, MEETING DETAILS & RECITALS

2.1 Entity Identification

• LLP Full Legal Name: [LLP Full Legal Name] (the "LLP")
• LLPIN (Limited Liability Partnership Identification Number): [LLPIN, e.g., AAA-0000]
• PAN of the LLP: [Permanent Account Number of LLP]
• Registered Office Address: [Principal Place of Business / Registered Address, City, State, Postal Code]
• Principal Email Address: [Official Compliance Email Address]

2.2 Meeting Particulars

A formal meeting of the Designated Partners of [LLP Full Legal Name] was convened and held on [Meeting Date], commencing at [Start Time, e.g., 10:00 AM IST] and concluding at [End Time, e.g., 11:30 AM IST], at [Meeting Location, e.g., the Registered Office of the LLP / Electronic Audio-Visual Means in accordance with Rule 4 of the Limited Liability Partnership Rules, 2009].

2.3 Roll Call & Quorum

The following Designated Partners and Partners were present and constituted a valid statutory quorum throughout the proceedings:

1. [Designated Partner 1 Full Legal Name], Designated Partner, DPIN: [DPIN 1]
2. [Designated Partner 2 Full Legal Name], Designated Partner, DPIN: [DPIN 2]
3. [Designated Partner 3 Full Legal Name], Partner / Designated Partner, DPIN/PAN: [DPIN/PAN 3] (if applicable)

2.4 Recitals

WHEREAS, the LLP is engaged in the lawful business of [Brief Description of Business Undertakings, e.g., software architecture, management consulting, manufacturing, wholesale distribution], operating under the covenants of its Limited Liability Partnership Agreement dated [Date of LLP Agreement] (the "LLP Agreement");

WHEREAS, pursuant to the aggregate turnover thresholds mandated under Section 22, or the mandatory liability provisions under Section 24 of the CGST Act, the LLP is statutorily mandated, or alternatively elects voluntarily under Section 25(3) of the CGST Act, to obtain formal registration under the Goods and Services Tax regime across the relevant State(s) and Union Territory(ies) wherein the LLP operates;

WHEREAS, pursuant to Rule 8(1) of the CGST Rules, 2017, every person applying for registration must declare their Common Portal credentials and appoint a designated representative as the primary and/or secondary Authorized Signatory to electronically verify, submit, amend, and attest regulatory filings on the GST Common Portal (www.gst.gov.in); and

WHEREAS, the Designated Partners have evaluated the professional competence and managerial positioning of [Appointed Authorized Signatory Full Legal Name], holding PAN [Signatory PAN] and Aadhaar / Identification Number [Signatory Aadhaar / Passport No.], residing at [Residential Address of Appointed Signatory], and deem it to be in the paramount commercial and statutory interest of the LLP to constitute, nominate, and appoint said individual as the lawful Authorized Signatory of the LLP for all matters pertaining to the GST framework.

---

3. EXHAUSTIVE OPERATIVE RESOLUTIONS & LEGAL TERMS

3.1 Unanimous Resolution of Appointment & Plenary Scope of Authority

NOW, THEREFORE, BE IT RESOLVED UNANIMOUSLY BY THE DESIGNATED PARTNERS OF THE LLP THAT:

1. Plenary Grant of Authority: [Appointed Authorized Signatory Full Legal Name] (hereinafter referred to as the "Authorized Signatory") be and is hereby constituted, nominated, and appointed as the true, lawful, and primary Authorized Signatory of [LLP Full Legal Name] for all statutory compliance, transactional interactions, and enforcement proceedings under the CGST Act, the respective SGST/UTGST Acts, the IGST Act, the GST (Compensation to States) Act, 2017, and all subordinate notifications, circulars, and orders issued thereunder.

2. Exhaustive Scope of Agency: The Authorized Signatory is hereby granted plenary administrative, executive, and regulatory power, in the name and on behalf of the LLP, to execute the following non-exhaustive operational mandates:

   • Registration Procedures: To prepare, sign, electronically verify, execute, and submit Form GST REG-01, along with all associated schedules, declarations, verifications, and evidentiary annexures, for obtaining fresh registrations, supplementary vertical registrations, or input service distributor (ISD) registrations in any State or Union Territory across India.
   • Portal Navigation & Amendments: To execute, sign, verify, and file core and non-core amendments to the registration certificate (Form GST REG-14), address updates, addition of additional places of business, addition or deletion of bank accounts, and modification of partner particulars.
   • Return Execution & Attestation: To execute, attest, verify, and upload periodical, monthly, quarterly, and annual compliance returns, including but not limited to Form GSTR-1, Form GSTR-3B, Form GSTR-4, Form GSTR-9, Form GSTR-9C (Reconciliation Statement), and all related electronic statements.
   • Electronic Invoicing & E-Way Bills: To register, configure, operate, and generate Electronic Invoices (E-Invoices) under Rule 48(4) and Electronic Way Bills (E-Way Bills) under Rule 138 of the CGST Rules, 2017, on designated National Informatics Centre (NIC) portals.
   • Refund Applications: To prepare, authenticate, and submit formal applications for tax, interest, or penalty refunds via Form GST RFD-01, along with statements, electronic records, and chartered certificates, and to represent the LLP in pre-refund verifications.
   • Statutory Responses & Show Cause Notices: To receive notices, summons, search authorizations, and demand orders (including Form GST DRC-01, DRC-01A, and ASMT-10); to draft, sign, attest, and submit formal legal replies, objections, and representations; to attend personal hearings before GST Adjudicating Authorities, Superintendents, Appraisers, Commissioners (Appeals), and Appellate Tribunals.
   • Appeals & Rectifications: To draft, verify, sign, execute, and file applications for rectification of orders under Section 161, applications for advance rulings under Section 97, and statutory appeals under Section 107 and Section 112 of the CGST Act.

3.2 Digital Signature Certificate (DSC) & EVC Administration

RESOLVED FURTHER THAT: The Authorized Signatory be and is hereby authorized to procure, install, register, and leverage a Class 3 Digital Signature Certificate (DSC) or Electronic Verification Code (EVC) via Aadhaar authentication in the name of the Authorized Signatory, mapped directly to the LLP’s GST Common Portal profile. The Authorized Signatory is expressly charged with the duty of secure custody, strict cryptographic key protection, and non-delegation of DSC tokens, passwords, and two-factor authentication credentials. Any electronic transmission effected through said DSC or EVC shall be legally deemed the direct, knowing, and ratified act of the LLP under Section 12 of the Information Technology Act, 2000, and Section 26 of the Limited Liability Partnership Act, 2008.

3.3 Financial & Operational Covenants

RESOLVED FURTHER THAT:

1. Tax Discharges & Ledgers: The Authorized Signatory is authorized to generate electronic payment challans (Form GST PMT-06), initiate transfers through authorized banking channels (NEFT, RTGS, Net Banking, or Over-the-Counter), credit the Electronic Cash Ledger, and set off output tax liabilities against available Electronic Credit Ledgers and Electronic Cash Ledgers.
2. Monetary Limitation: For any single transaction involving tax adjustments, statutory settlement payments, or non-routine penalty discharges exceeding the sum of [Monetary Cap, e.g., INR 1,000,000 / USD Equivalent], the Authorized Signatory shall obtain prior written concurrence (which may include electronic mail authorization) from at least one Designated Partner of the LLP before executing said disbursement or ledger debit.

3.4 Term, Validity, & Revocation Protocol

RESOLVED FURTHER THAT:

1. Term: This resolution and the plenary authority conferred hereunder shall remain in full force and effect continuously from the Effective Date hereof until:
   • Expressly revoked, superseded, or modified by a subsequent Resolution passed by the Designated Partners of the LLP;
   • The formal resignation of the Authorized Signatory from the service or representation of the LLP; or
   • The legal dissolution, bankruptcy, or winding up of the LLP.
2. Breach & Revocation Protocol: In the event of material statutory non-compliance, gross negligence, criminal indictment, or breach of fiduciary duty by the Authorized Signatory, the Designated Partners reserve the absolute right to revoke this authority immediately without prior notice. For convenience, the LLP may revoke this authority by issuing a five (5) business days' written notice to the Authorized Signatory and contemporaneously executing the secondary replacement protocol on the GST Common Portal to designate a substitute Authorized Signatory.
3. Third-Party Reliance: No third party, including the Goods and Services Tax Network (GSTN), the Central Board of Indirect Taxes and Customs (CBIC), jurisdictional State GST Departments, or commercial banking institutions, shall be charged with notice of any revocation until a certified copy of the subsequent revocation resolution is formally delivered to and acknowledged by such party, or successfully updated upon the GST Common Portal.

3.5 Intellectual Property, Portal Data, & Credential Ownership

RESOLVED FURTHER THAT: All accounts, portal profiles, Master Identification Numbers, GSTINs, cryptographic keys, login credentials, tax data, historical returns, reconciliation sheets, and proprietary compliance algorithms generated, maintained, or stored on the GST portal or third-party enterprise resource planning (ERP) compliance engines are and shall remain the exclusive intellectual and corporate property of [LLP Full Legal Name]. The Authorized Signatory shall hold no personal, proprietary, or possessory lien over such systems and shall immediately surrender all passwords, security tokens, and statutory correspondences to the Designated Partners upon demand or revocation of authority.

3.6 Mutual Confidentiality & Non-Disclosure Covenants

RESOLVED FURTHER THAT: The Authorized Signatory shall preserve the absolute confidentiality of all financial data, turnover metrics, operational margins, client GSTIN databases, vendor pricing structures, input tax credit records, and commercial strategies accessed in the execution of these duties. The Authorized Signatory shall not disclose, disseminate, or exploit any such confidential information, directly or indirectly, to any third party, competitor, or unauthorized internal personnel, except as strictly required to comply with mandatory statutory discovery, tax audits, or formal processes of the GST Adjudicating Authorities. This confidentiality obligation survives indefinitely following the cessation or revocation of the Authorized Signatory’s appointment.

3.7 Representations, Warranties, & Statutory Declarations

RESOLVED FURTHER THAT: The LLP and its Designated Partners hereby warrant and represent that:

1. The LLP is duly organized, validly existing, and in good standing under the Limited Liability Partnership Act, 2008.
2. The Designated Partners possess complete statutory and constitutional capacity under the LLP Agreement to delegate the powers set forth herein.
3. The Authorized Signatory is a fit and proper person, is not disqualified under any provision of the CGST Act, Indian Penal Code, or Companies Act, 2013, has never been convicted of an offense involving moral turpitude or tax evasion, and is legally competent to enter into this agency relationship.

3.8 Limitation of Liability, Ratification, & Statutory Indemnification

RESOLVED FURTHER THAT:

1. Ratification: [LLP Full Legal Name] hereby ratifies, confirms, and validates all lawful acts, deeds, electronic filings, submissions, tax payments, declarations, and appearances heretofore or hereafter done or executed by the Authorized Signatory within the substantive scope of authority granted under this resolution. All such acts shall be construed as the acts of the LLP itself.
2. Indemnification: The LLP agrees to defend, indemnify, and hold harmless the Authorized Signatory from and against any administrative penalties, civil assessments, liabilities, damages, or legal expenses reasonably incurred by the Authorized Signatory arising directly out of the good-faith exercise of authority under this resolution, provided that such acts did not constitute willful misconduct, gross negligence, intentional tax fraud, or a reckless ultra vires act outside the parameters established by this resolution.
3. Limitation of Liability: The Designated Partners and the Authorized Signatory shall not be held personally liable to one another for technical delays or systemic failures attributable directly to the downtime, outages, or cryptographic verification failures of the Government of India GST Common Portal (gst.gov.in).

3.9 Dispute Resolution & Internal Escalation Framework

RESOLVED FURTHER THAT: Any controversy, dispute, claim, or divergence of interpretation arising out of or relating to this Resolution, the scope of the Authorized Signatory’s agency, or any alleged breach thereof, shall be governed by the following dispute resolution mechanism:

1. Internal Escalation: The parties shall first attempt to resolve the dispute amicably through high-level consultations between the Authorized Signatory and all Designated Partners within fourteen (14) calendar days of written notification of the dispute.
2. Arbitration: In the event that amicable settlement cannot be reached, the dispute shall be referred to and finally resolved by binding arbitration administered in accordance with the Arbitration and Conciliation Act, 1996 (including statutory amendments thereto). The arbitral tribunal shall consist of a sole arbitrator mutually agreed upon by the Designated Partners and the Authorized Signatory, or failing agreement within thirty (30) days, appointed by the competent High Court. The seat and venue of the arbitration shall be [Seat of Arbitration, e.g., Mumbai / New Delhi / Bengaluru, India]. The language of the arbitral proceedings shall be English. The award rendered by the arbitrator shall be final, conclusive, and binding upon all parties, enforceable in any court of competent jurisdiction.

3.10 Governing Law & Exclusive Jurisdiction

RESOLVED FURTHER THAT: This Resolution, the agency relationship created hereby, and all ancillary proceedings shall be governed by, construed, and enforced in accordance with the substantive and procedural laws of the Republic of India, specifically including the Limited Liability Partnership Act, 2008, and the Central Goods and Services Tax Act, 2017. Subject to Section 3.9 (Dispute Resolution), the courts of competent jurisdiction located at [Jurisdictional City / High Court, e.g., High Court of Judicature at Bombay / High Court of Delhi] shall have exclusive jurisdiction to adjudicate any application for interim relief, constitutional writ petitions, or enforcement of arbitral awards arising under this legal instrument.

3.11 Miscellaneous Administrative Provisions

RESOLVED FURTHER THAT:

1. Severability: If any provision, term, or condition of this Resolution is held to be invalid, illegal, or unenforceable under applicable statutory law by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall remain in full force and effect.
2. Counterparts & Scanned Copies: This Resolution, certified extracts thereof, and the acceptance endorsement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart via portable document format (.pdf) through secure electronic mail shall be as effective as physical delivery of a wet-ink original.
3. Certified Copies: Any Designated Partner of the LLP be and is hereby severally authorized to sign, certify, attest, issue, and deliver true extracts of this Resolution under the official Common Seal or Rubber Stamp of the LLP to the Goods and Services Tax Department, banking institutions, and other statutory authorities as conclusive proof of the authority granted herein.

---

4. FORMAL CERTIFICATION & SIGNATURE BLOCKS

4.1 Certification of Authenticity

I/We, the undersigned Designated Partners of [LLP Full Legal Name], do hereby certify that the foregoing is a true, correct, and complete copy of the resolution passed at the duly convened meeting of the Designated Partners of the LLP on [Meeting Date], that the meeting was held in strict conformity with the Limited Liability Partnership Agreement and the Limited Liability Partnership Act, 2008, and that the resolution is entered in the statutory minute book of the LLP and remains in full force and effect without modification or rescission.

IN WITNESS WHEREOF, the Designated Partners have executed this resolution as of [Effective Date].

---

DESIGNATED PARTNERS EXECUTION:

FOR [LLP FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Designated Partner 1 Full Legal Name]
Title: Designated Partner
DPIN: [DPIN 1]
Company: [LLP Full Legal Name]
Date: [Date]

Signature: _____________________________________
Printed Name: [Designated Partner 2 Full Legal Name]
Title: Designated Partner
DPIN: [DPIN 2]
Company: [LLP Full Legal Name]
Date: [Date]

(Affix LLP Physical Stamp / Seal Here)

---

4.2 Acceptance and Specimen Signature of Authorized Signatory

I, [Appointed Authorized Signatory Full Legal Name], hereby acknowledge, accept, and confirm the appointment as the Authorized Signatory of [LLP Full Legal Name] pursuant to the terms, covenants, limitations, and authorities established in the foregoing Resolution. I declare that the specimen signature provided below is my genuine legal signature and matches the cryptographic identity registered on my Digital Signature Certificate (DSC).

FOR APPOINTED AUTHORIZED SIGNATORY:

Signature: _____________________________________
Printed Name: [Appointed Authorized Signatory Full Legal Name]
Title: Authorized Signatory / [Designation, e.g., Head of Tax / Chief Financial Officer / Partner]
PAN: [Signatory PAN]
Date: [Date]

Specimen Signature Block:
Specimen Signature 1: _____________________________________
Specimen Signature 2: _____________________________________

---

5. STEP-BY-STEP EXECUTION, VERIFICATION & FILING GUIDE

To successfully leverage this Board Resolution format for GST Registration without regulatory queries or rejection by the GST Officer, follow this standard operating procedure:

+--------------------------------------------------------------------------+
|                       WORKFLOW SUMMARY DIAGRAM                           |
|                                                                          |
|   1. Populate & Print       2. Physical / DSC Exec      3. PDF Conversion|
|   [LLP Letterhead]   --->   [All Designated Partners] ---> [Max 100-500KB|
|                              + Specimen Signatures]        Grayscale/True]
|                                                                          |
|   4. Portal Upload          5. Verification             6. Record Archival
|   [Form GST REG-01   --->   [Aadhaar OTP / DSC    ---> [Sec 35 Retention |
|    Auth Signatory Tab]       Verification]              72 Months / 6 Yrs]
+--------------------------------------------------------------------------+

Step 1: Document Customization & Letterhead Formatting

1. Open this document in Microsoft Word, Google Docs, or an enterprise legal drafting environment.
2. Replace all capitalized bracketed variables (e.g., [LLP Full Legal Name], [LLPIN], [DPIN], [Meeting Date]) with exact statutory data matching the MCA (Ministry of Corporate Affairs) Master Data records.
3. Print the finalized document on the official printed letterhead of the LLP. If the LLP does not possess official letterhead paper, the top header must explicitly set forth the LLP’s full legal name, registered office address, LLPIN, and official contact email address.

Step 2: Execution and Stamping Verification

1. Ensure a minimum of two (2) Designated Partners (or all Designated Partners if specifically mandated by your internal LLP Agreement) physically sign under Section 4.1 in blue wet-ink.
2. The designated Authorized Signatory must complete Section 4.2 by executing the main signature line and the two specimen signature lines.
3. Affix the official physical rubber stamp of the LLP containing the text: "For [LLP Full Legal Name] - Designated Partner" adjacent to the partners' signatures.
4. Stamp Duty Check: While many jurisdictional GST Commissionerates accept certified resolutions on company letterhead without non-judicial stamp paper, certain States (e.g., Maharashtra under Article 48 of the Bombay Stamp Act, or Gujarat) strictly interpret resolutions conferring plenary powers of attorney to require execution on Stamp Paper of relevant local denomination (typically INR 100 to INR 500) or formal franking. If the Authorized Signatory is a non-partner third party, it is best practice to execute this on a non-judicial stamp paper or execute a supplementary Special Power of Attorney (PoA).

Step 3: Digitization and File Optimization for the GST Portal

1. Scan the signed, stamped, and executed document using an optical flatbed scanner at 200 to 300 DPI, configured to Grayscale.
2. Convert the scanned image to a PDF document.
3. Portal Upload Constraint Check: The GST Common Portal (www.gst.gov.in) enforces strict file size thresholds:
   • The uploaded PDF must be strictly equal to or less than 100 KB (or up to 500 KB depending on specific dynamic portal form upgrades for "Proof of Appointment of Authorized Signatory").
   • Ensure the file name contains no special characters or spaces (e.g., use LLP_Resolution_Auth_Signatory.pdf).
   • Verify that the PDF is not password-protected, encrypted, or corrupted.

Step 4: Electronic Upload on the GST Common Portal

1. Log in to the GST Portal and navigate to Services > Registration > New Registration (or Amendment of Registration Non-Core Fields if modifying existing records).
2. Proceed to the Authorized Signatory tab.
3. Populate all mandatory demographic, residential, and communication fields for the individual matching the details in Section 2.4 and Section 4.2 of this resolution.
4. In the field designated "Proof of Appointment of Authorized Signatory", select "Resolution of the Managing Committee / Acceptance letter" or "Letter of Authorization" from the drop-down menu.
5. Upload the optimized PDF file generated in Step 3.
6. Check the box asserting: "Primary Authorized Signatory".

Step 5: Final Submission via DSC or EVC

1. Navigate to the Verification tab of Form GST REG-01.
2. Select the Authorized Signatory’s name from the drop-down list.
3. Enter the physical place of application.
4. Sign the electronic form using:
   • Submit with DSC: Mandatory if the LLP is required by regulatory mandate to file with Class 3 Digital Signature (DSC) featuring the Authorized Signatory’s PAN-embedded token; or
   • Submit with EVC: Valid via One-Time Password (OTP) dispatched to the Aadhaar-linked mobile number of the Authorized Signatory (where available for the specified legal entity class).
5. Track the generated Application Reference Number (ARN) until formal approval via Form GST REG-06 (Certificate of Registration).

Step 6: Regulatory Record Archival & Retention

Pursuant to Section 35 and Section 36 of the CGST Act, 2017, the original physical wet-ink signed resolution, along with the statutory meeting notices, agenda notes, and attendance register, must be permanently retained at the Registered Office of the LLP for a statutory minimum duration of seventy-two (72) months (6 years) from the due date of furnishing the annual return for the relevant financial year, and produced upon lawful demand by any GST audit, inspection, or anti-evasion authority.