Change of registered office of a LLP

Tanuj Chandra Saxenaa , Last updated: 12 July 2023
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REGULATORY PROVISIONS: Section 13(3) of LLP Act, 2008 and Rule 17 of LLP Rules, 2009

I. CHANGE OF REGISTERED OFFICE WITHIN THE SAME STATE/ WITHIN THE SAME OUTSIDE THE JURISDICTION OF SAME REGISTRAR

1. The partners need to check the LLP agreement, in case it provides for the procedure for shifting the registered office of the LLP. In case no procedure is prescribed, obtain consent of all partners regarding change of registered office.

2. Filing of Form- 15 LLP with the Registrar of Companies having respective jurisdiction within 30 days of obtaining consent of all partners along with following attachments:-

Proof of proposed address of registered office along with the no objection to using the premises as the registered office.
Either "copy of the minutes of decision/ resolution/ consent of partners" or "the extracts of the relevant provisions of the Limited liability Partnership Agreement" is to be provided.

3. A supplementary agreement with regard to such change shall be prepared.

4. Filing of Form-3 LLP within 30 days of a change of Registered office along with the following attachments:-

Supplementary LLP Agreement
Original LLP Agreement (optional)

II. CHANGE OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER

2. Obtain the consent of secured creditors: Publish a general notice, not less than 21 days before filing any notice with the ROC, in a daily newspaper published in English and in the principal language of the district in which the registered office of LLP is situated and circulating in that district, giving notice of change of registered office;

3. Filing of Form-15 LLP with the Registrar of Companies having respective jurisdiction within 30 days of obtaining the consent of all partners along with following attachments:-

Proof of proposed address of registered office along with the no objection to use the premises as the registered office.
Either "Copy of the minutes of decision/ resolution/ consent of partners" or "the extracts of the relevant provisions of the Limited liability Partnership Agreement" is to be provided.
Enclose copies of public notice.
Consent of secured creditor, if any.

4. A supplementary agreement with regard to such change shall be prepared.

5. Filing of Form-3 LLP within 30 days of change of Registered office along with the following attachments:

Supplementary LLP Agreement
Original LLP Agreement (optional)

Further, it is important to note that both the forms i.e. Form 15 and Form 3 need to be separately uploaded and accordingly, Different Challans shall be generated for both forms.

PRACTICAL ISSUES

There shall no physically filing of any documents like in the case of shifting of the registered office of a Company.
There is no prescribed format for public notice to be published in newspapers in the LLP Act and accordingly, the notice in case of shifting of the registered office of an LLP shall be in the format as provided in INC-26.
The jurisdictional authority to order shifting of the registered office is the Registrar of Companies only and no approval is required from the office of the Regional Director.
It shall be mentioned in Form 15 LLP whether there is any conviction, ruling, order or judgment of any court, tribunal or any other authority against the limited liability partnership and their particulars.

FREQUENTLY ASKED QUESTIONS (FAQs)

Q.1 What is the post-shifting compliances?

Ans: On receipt of approval from respective ROC, LLP shall make changes in all the documents or places where registered office address is mentioned like LLP letterhead, stationery, signboards, etc.

Q.2 What is the penalty for contravention of the provisions relating to the registered office?

Ans: In case of contravention, the Limited Liability Partnership (LLP) and it's every partner shall be liable with a minimum penalty of Rs. 2,000/- and a maximum penalty of Rs. 25,000/-.