02 April 2024
An LLP registered with Pune ROC has 2 partners (husband & wife). Both partners have updated their last name (through Gazette notification). They also recently relocated from Pune to Bangalore due to family emergency.
It is understood that changes in the director's details (name and address) needs to be notified to MCA via form DIR-6.
Query #1: DIR-6 notification to MCA The DSC that was in the old name of the director has already expired. If the director takes a new DSC in the new name, can it be used to sign the DIR-6 form? I believe it can't be registered with MCA, since MCA still has the old name of the director on its records. The new name has already been updated in Aadhaar so the DSC can't be renewed with old name. Can the DSC in the new name work for DIR-6 submission?
Query #2: Regd. office change While the partners have relocated from Pune to Bangalore, the registered office of the LLP continues to be in Pune. Can the registered office be left as-it-is in Pune or should it be moved to Bangalore ROC with a Bangalore registered office address? Are there any legal implications if the registered office and partners are located within different ROC states?
06 July 2024
Here are responses to your queries regarding the LLP and its changes:
### Query #1: DIR-6 Notification to MCA
1. **Validity of DSC (Digital Signature Certificate):** - If the DSC in the old name has expired, and the director has legally changed their name and updated it in Aadhaar, they should obtain a new DSC in the updated name. - The new DSC can be used to sign the DIR-6 form. MCA accepts DSCs based on the current details of the director, which should match with the updated Aadhaar details.
2. **Submitting DIR-6 Form:** - When submitting the DIR-6 form to MCA for updating director details (name and address), use the new DSC that reflects the current, updated name of the director. - Ensure that all details entered in the DIR-6 form, including the director's name and address, match the updated information provided in Aadhaar.
### Query #2: Registered Office Change
1. **Location of Registered Office:** - The LLP's registered office address should be where it can receive official communications and notices. It doesn't necessarily have to be in the same ROC jurisdiction as where the partners reside. - Therefore, the LLP can maintain its registered office in Pune even if the partners have relocated to Bangalore. This is acceptable under Indian LLP rules.
2. **Legal Implications:** - There are no specific legal implications solely based on the difference in ROC jurisdictions between the LLP's registered office and the location of the partners. - As long as the LLP complies with filing requirements and maintains a valid registered office address in Pune, it can continue to operate without needing to move its registered office to Bangalore.
### Conclusion
- Obtain a new DSC reflecting the updated name to sign and submit the DIR-6 form for director's details update. - The LLP can maintain its registered office in Pune, despite the partners relocating to Bangalore. There are no legal issues with having the registered office in a different ROC jurisdiction.
Ensure all filings and updates to MCA are done accurately and in compliance with LLP regulations. If in doubt, consulting with a legal professional specializing in corporate law or LLP compliance can provide further clarity based on your specific circumstances.
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