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Procedure and Requirements relating to LLP Registered Office change

Overview

A Limited Liability Partnership (LLP) is a creation of law; thus, it must administer its affairs as per the LLP agreement, LLP act, and the rules and regulations framed thereunder. The LLP is also subject to laws that apply to any other form of business. According to section 13 of LLP 2008, every LLP will have a registered office where all the communications or notices related to the LLP from the registrar, Central or State Government or any other authorities may be received and addressed. The address of the initial registered office of an LLP should be mentioned in the document itself.

There may be an LLP Registered office change from one place to another in accordance with the procedure mentioned in its LLP agreement. In case such procedure is not mentioned in the LLP agreement, the consent of all the parties shall be required for carrying out LLP registered office change from one place to another. In this article, we shall discuss the procedure and requirements for changing the registered office of the LLP.

LLP Registered Office change from One State to another

I. Resolution for change of address

According to the LLP Agreement, if the LLP doesn’t provide for such a procedure, the consent of all the parties will be required in order to change the address of the Registered Office of the LLP from one state to another.

II. Secured creditors form to be filed

The consent of secured creditors is required for changing the LLP registered office address from one state to another. Form-15 should be filed with registrar from the place where the LLP intends to shift its registered office along with a copy thereof for the information to the registrar under whose jurisdiction the LLP registered office is intended to be shifted.

III. Publication of Public Notice

Not less than 21 days before filing any notice with the registrar, publish a general notice in a daily newspaper published in English and in the principal language of such district where the registered office of the LLP is situated and circulated in that district giving notice of the change in the registered office of the LLP.

IV. Time Limit for Filing the Form

The form should be filed within 30 days from the publication of the notice.

LLP Registered Office change within the same State and within the Jurisdiction of the same Registrar

I. Resolution for change of address

According to the LLP Agreement, if the LLP doesn’t provide for such a procedure, the consent of all the parties will be required in order to change the address of the Registered Office of the LLP to another place.

II. Secured creditors form to be filed

Consent of the secured creditors is not required for changing the registered office of the LLP within the same state. Form-15 should be filed with registrar with whom it is registered.

III. Publication of Public Notice

No such publication of public notice is required in case of changing the registered office of the LLP within the same state.

IV. Time Limit for Filing the Form

The form should be filed within 30 days of passing of the resolution.

LLP Registered Office change within the same State from the Jurisdiction of One Registrar to another

I. Resolution for change of address

According to the LLP Agreement, if the LLP doesn’t provide for such a procedure, the consent of all the parties will be required in order to change the address of the Registered Office of the LLP to another place.

II. Secured creditors form to be filed

Consent of the secured creditors is not required for changing the registered office of the LLP within the same state from the jurisdiction of one registrar to another. Form-15 should be filed with registrar from the place where the LLP intends to shift its registered office along with a copy thereof for the information to the registrar under whose jurisdiction the LLP registered office is intended to be shifted.

III. Publication of Public Notice

No such publication of public notice is required in case of changing the registered office of the LLP within the same state from the jurisdiction of one registrar to another.

IV. Time Limit for filing the Form

The form should be filed within 30 days of passing of the resolution.

Points to note while shifting the LLP Registered Office within the same state

  • Check for any provision for LLP registered office change in the LLP agreement and proceed as per the provisions provided in the LLP agreement;
  • If there is no such provision in LLP agreement then the consent of all the partners is required;
  • File Form -15 within 30 days from shifting the registered address of the LLP and attach the following therewith-
  • Consent of all partners;
  • Proof of registered office like utility bill.
  • Thereafter execute the supplementary agreement;
  • File Form LLP-3 along with the prescribed fee;
  • On receipt of approval from the Registrar of Companies, make all the required changes in documents and places where the registered office of the LLP is mentioned like LLP letterhead, stationery, signboards, etc.

Points to note while shifting the LLP Registered Office from one state to another

  • Check for any provision for LLP registered office change in the LLP agreement and proceed as per the provisions provided in the LLP agreement;
  • If there is no such provision in LLP agreement then the consent of all the partners is required;
  • Obtain the consent from the secured creditors;
  • Publish a notice in the newspaper daily published in English language and in the principal language of the district where the registered office of LLP is situated, at least 21 days before filing any form with the Registrar of Companies;
  • Intimate the Registrar of Companies about the LLP registered office change by filing Form -15 after 30 days of publication in the newspaper and attach the following therewith-
  • Consent of all partners;
  • Proof of registered office;
  • Copy of newspaper publication.
  • Thereafter execute the supplementary agreement;
  • File Form LLP-3 along with the prescribed fee along with the supplementary agreement as an attachment;
  • On receipt of approval from the Registrar of Companies, make all the required changes in documents and places where the registered office of the LLP is mentioned like LLP letterhead, stationery, signboards, etc.

Documents required for LLP Registered Office change

  1. Address proof of the new office self-attested by the owner;
  2. Rent agreement if the new office is rented;
  3. No Objection Certificate signed from the building owner.

Penalty for non-compliance with the procedural requirements of the process of Registered Office change

In case of non-compliance with the procedural requirements of the process of registered office change, the Limited Liability Partnership and its partners shall be penalized with a minimum penalty of 2000 Rs. and a maximum penalty of 25000 Rs.

What does the rule 17 of LLP Rules 2009 state?

As per the rule 17 of LLP Rules 2009, the LLP may change its registered office from one place to the other by following the LLP agreement or the procedures laid in it. Where such a procedure is not provided in the LLP agreement, the consent of all the partners will be needed for processing such a change in the registered office. It is critical to note that where the change in the registered office is from one state to another state, the LLP having secured creditors must also obtain the consent of the secured creditors.

For the purpose of subsection 3 of section 13, a notice of change in registered office shall be provided to the registrar in Form 15 within 30 days of compliance with the requirements of sub-rule (1), in case of a change in the registered office within the same state, and within 30 days of compliance with sub-rule (4) in case of change in the registered office from one state to another state.

Conclusion

The reasons behind the change in the registered office could be varying from an increase in the no. of staff or increase in work to maintenance of books of accounts at another place. The procedural requirements for LLP registered office change are neither complex nor cumbersome. It generally involves the intimation of such changes to the concerned ROC by way of forms available on the MCA portal. Once these changes are approved by the ROC, one only requires applying such changes to wherever applicable.

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Ashish M. Shaji

Ashish M. Shaji has done his graduation in law (BA. LLB) from CCS University. He has keen interests in doing extensive research and writing on legal subjects especially on criminal and corporate law. He is a creative thinker and has a great interest in exploring legal subjects.

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