Dear Client,

Absence of a round rubber stamp on a board resolution does not invalidate it under the LLP Act, 2008, or the Companies Act, 2013, since there is no statutory requirement to have such a stamp. A valid board resolution must meet the internal governance rules of the LLP (by its LLP Agreement), and it should be signed by authorized partners with their designations and DINs. In your case, the resolution on the letterhead of the LLP with signatures and DINs meets these requirements and appears to be legally valid. However, it is alwaysbetter to confirm with the concerned Sub-Registrar or authorities if they have any specific requirement of a rubber stamp for their formalities. You may also obtain written confirmation from the builder regarding the validity of the resolution under their LLP Agreement for further assurance.

requires an LLP seal for the opening bank account of the company and for applying for PAN.

advisable that board Resolution should bear the stamp of the LLP

- As per law, the board resolution must be signed by all the director of the company and should be in writing, documented properly in the minutes, and filed where applicable with the Registrar of Companies .

- Hence, if the said board resolution is properly signed by all the directors/signatory then the rubber stamp is not mandatory.

The board resolution extract has been furnished in the letter head of the company duly signed by the director is legally valid and does not require rubber stamp or any other office seal.

Even without such formalities it is authentic. 

1. Validity of Board Resolution:

   • A board resolution is considered valid if it is duly passed in a board meeting or through circular resolution in compliance with the provisions of the Companies Act, 2013 (or the LLP Act, 2008 for LLPs).
   • It must be signed by an authorized person, such as the chairman of the meeting or any other designated signatory.

2. Round Rubber Stamp Requirement:

   • As per the Companies Act, 2013 and LLP Act, 2008, there is no statutory compulsion for affixing a round rubber stamp on board resolutions.
   • However, it is a common practice for businesses to use a stamp for authenticity and official recognition, especially when the document is presented to external parties such as banks or government authorities.
   • The absence of a round rubber stamp does not inherently render the board resolution invalid, provided all statutory requirements (like signatures, DINs, and the designation of partners) are met.

3. Definition of Legal/Valid Board Resolution:

   • A board resolution is valid when:

     • It is passed in a properly convened board meeting or through valid written procedures.
     • It complies with the governing laws of the entity (Companies Act for companies or LLP Act for LLPs).
     • It is signed by the authorized personnel.
     • It clearly states the resolution and the authority granted.

4. Practical Suggestion:

   • While the absence of a round rubber stamp doesn't affect the legality, you can ask the builder for an updated copy with the stamp if you are concerned. This ensures alignment with general business practices and avoids any future complications.

For detailed, personalized advice, consider a phone consultancy. Hope you find the information helpful. You are free to contact me for further discussion. If you could spare two minutes of your time to write a review, it would be greatly appreciated and bring immense happiness to read it. Thank you. Shubham Goyal.

You apply for the certified copy of board resolution from the registrar of companies. That will be authentic. The Companies (Amendment) Act, 2015 made the common seal optional and not mandatory. As per the amendment, all documents that require affixing the common seal can be signed by two directors or one director and a company secretary instead of affixing the common seal.

Your understanding is right and legally correct and valid. 

You may proceed accordingly 

LLP Act, 2008 does not prescribe any particular form of seal for LLP, round or square. The  detail given in board resolution are sufficient but you can verify the  financial strength of LLP with ROC as its liability is limited.

Your understanding is correct 

You can also ascertain from ROC is there are cases/dispute is pending against the LLP. 

requiring a rubber stamp on the resolution when the resolution itself is on the letterhead of the LLP and signed by all the partners, is being too hypertechnical

Your understanding of the requirements for a Board Resolution for Signature Authority under the legal framework governing LLPs (Limited Liability Partnerships) is largely correct, but let’s examine the issue in detail from a legal standpoint.

Mandatory Requirements for a Valid Board Resolution for Signature Authority:

1. LLP Letterhead:
   A valid Board Resolution must be printed on the LLP’s official letterhead to ensure it is an authorised document issued by the entity.

2. Details of Partners:

   • Names of all partners who are granting the authority.
   • Their signatures, designations, and DIN (Director Identification Number) or DPIN (Designated Partner Identification Number), as applicable.

3. Date, Time, and Place of Meeting:

   • The resolution must clearly mention the date, time, and place of the partners’ meeting at which the resolution was passed. This establishes the resolution’s validity and compliance with procedural requirements.

4. Proper Format of Resolution:

   • The resolution should explicitly mention:

     • The authority being granted.
     • The name of the individual receiving the authority (e.g., Manager - CRM).
     • The specific acts or transactions for which the authority is granted (e.g., execution of sale agreements).

5. Signatures of Partners:

   • Signatures of all partners consenting to the resolution must be present.

Non-Mandatory Elements:

1. LLP Rubber Stamp (Round/Square):

   • There is no legal mandate under the Companies Act, 2013 or LLP Act, 2008 that a resolution must bear a rubber stamp to be valid.
   • The resolution’s validity is derived from the content and execution, not the presence of a stamp.

2. Other Stamps or Seals:

   • While a seal or stamp may serve as an additional verification mark, it is not legally compulsory unless specifically required under a contractual or procedural obligation.

Legal Basis:

Under Section 23(2) of the LLP Act, 2008, decisions of the LLP are governed by the LLP Agreement. Unless the LLP Agreement expressly requires the use of a seal or stamp, its absence does not invalidate a resolution. Similarly, the Companies Act, 2013 does not prescribe a mandatory requirement for a rubber stamp in board resolutions for companies.

Your understanding is correct. As long as the resolution contains all mandatory elements, including proper formatting, meeting details, partner names and signatures, and is printed on the LLP’s letterhead, it is valid and enforceable. The absence of a rubber stamp does not render the resolution invalid unless explicitly required by the LLP Agreement or any governing document.

If you wish to verify further, you can request the LLP Agreement of the builder to confirm whether any additional formalities are stipulated for authorising resolutions.

This response is based on general principles and does not constitute legal advice. For specific concerns, consult a lawyer specialising in property or corporate law.
Thanks and Regards,
Advocate Aman Verma, Legal Corridor.

yes correct

Yes your above understanding is correct but there are many other provisions in companies Act 2013 for the said aspect 

Right ,legally the rubber stamp seal does not validate the board resolution, however it can be used to authenticate the resolution if it is properly approved and signed by all the board of directors.

- It means your first Remark is correct.