Change in Business

Process for Shifting of Registered Office of LLP

An LLP may shift its registered office from one place to another for fulfilling any of its purpose. There may be change in the registered office and such a change may be within the same state and may be from the jurisdiction of one registrar to other or it can be within the same jurisdiction of the same registrar. 

In this article we shall take a look at the process of shifting of registered office of LLP but before that let’s understand the meaning of LLP.

What is an LLP?

Limited Liability Partnership or LLP is a partnership where some or all partners have limited liabilities. It can exhibit elements of partnerships and corporations.

Process for Shifting of Registered Office of LLP from one State to another State

Firstly, you have to read registered LLP agreement carefully; if the procedure is mentioned in the registered agreement then comply the whole procedure and if the LLP agreement is silent on the changes, the registered office can be changed with the consent of all the partners in their meeting. So, call the meeting and pass the resolution for the same and obtain consent from all the designated partners.

(Get Consent from All Secured/Unsecured Creditors) Consent of all secured creditors is also required to be obtained; For this purpose authorized Designated Partner shall send Notice for shifting of Registered Office to all the secured creditors through registered post and it must be noted that Notice for Shifting of Registered Office will also be published by LLP, at least 21 days prior to the filing of notice of shifting to the Registrar for receipt of objections, if any, in a daily newspaper published in English and in the principal language of the district where the RO (Registered Office) of the LLP is situated circulating in that district. (Newspaper Advertisement Charges Approx. 4000-10000)

Notice of change of registered office to be filed with the Registrar within 30 days from the date of the change in LLP E-Form 15 prescribed under Rule 17 of the LLP Rules 2009 along with the prescribed fees. (Rs 50 if Contribution is up to 1 lac).

List of documents required to be attached with Form LLP 15:

1. Consent letter of all DP’s;
2. Consent letter of all Secured Creditors;
3. Copy of Board Resolution;
4. Copy of Advertisement;
5. Proof of New Registered Office Address (If Rented then Rent Agreement, Utility Bill in the name of Owner & NOC).

Process for Shifting of Registered Office of LLP within the same State

Again check if the procedure for such a change is laid down in the LLP agreement. If not, then consent of all the partners shall be required for making such a change within the same state.

Thereafter file Form 15 in 30 days from the date of passing the resolution for the registered office change. Execute the supplementary agreement on registered office change and file Form 3.

List of documents required to be attached with Form LLP 15^[1]:

• Consent letter (if any);
• Proof of registered office (electricity bill or rent agreement with NOC).

Checklist for Shifting of Registered Office of LLP

The table made below will help you in knowing the requirements for registered office change of LLP:

Action to be taken	Change of office within the same State and within the jurisdiction of the same Registrar	Change of Office within the same State from the jurisdiction of one Registrar to another Registrar	Change of Office from one State to another
Resolution for Change of Address	As per LLP Agreement and where the LLP doesn’t provide for such procedure, consent of all partners shall be required for changing the place of Registered Office of Limited LLP to another place.	As per LLP Agreement and where the LLP doesn’t provide for such procedure, consent of all partners shall be required for changing the place of Registered Office of Limited LLP to another place.	As per LLP Agreement and  where the LLP doesn’t provide for such procedure, consent of all partners shall be required for changing the place of Registered Office of Limited LLP to another place
Secured Creditors	No Consent Required.	No Consent Required.	Consent of Secured Creditors required.
Form to be filed	Form- 15 to be filed with Registrar with which it is registered.	Form- 15 to be filed with Registrar from where the LLP proposes to shift its registered office with a copy thereof for the information to the Registrar under whose jurisdiction the registered office is proposed to be shifted.	Form- 15 to be filed with Registrar from where the LLP proposes to shift its registered office with a copy thereof for the information to the Registrar under whose jurisdiction the registered office is proposed to be shifted.
Public Notice	No public notice required.	No public notice required.	Publish a general notice, not less than 21 days before filing any notice with Registrar, in a daily newspaper published in English and in the principal language of the district in which the registered office of the LLP is situated and circulated in that district giving notice of change of registered office.
From when to be filed	Within 30 days of resolution so passed.	Within 30 days of resolution so passed.	Within 30 days of publishing of notice.

Conclusion

Shifting of registered office of LLP must be made by complying with the procedure stated above. In case of non-compliance there are penalty provisions as well. For more information on LLP, go through our blogs.

Read our article: Companies Amendment Act, 2020 – Key Features