Every LLP incorporated needs to have a principal place of business activities called the registered office. The registered office of a LLP is that to which official correspondence and all formal legal notices addressed to the LLP will be sent. The registered office of a LLP can be situated anywhere in the India. In addition to a registered office, a LLP can have corporate office or administrative office or branch office.
A LLP can change its registered office address within or outside the local limits of any city, town and village or from one State to another State. The notice of change of the situation of the registered office must be given to Registrar of Companies within 30 days. The amendment in the LLP Agreement is also required to be filed with the Registrar of Companies within 30 days of the change of registered office.
What is Limited Liability Partnership?
Limited Liability Partnership (LLP) is a form of alternative corporate business structure that combines the advantages of a company’s limited liability with the flexibility of a partnership. Even if the partners change, the LLP can continue to exist. It has the ability to enter into contracts and own property in its own right. The LLP is a separate legal organisation with full accountability for its assets, but the partners’ liability is limited to their agreed-upon contribution to the LLP. Furthermore, no partner is liable for the autonomous or unauthorised activity of other partners; thus, individual partners are shielded from shared liability stemming from another partner’s illegal business decisions or fraud.
An agreement between the partners, or in the case of an LLP, between the partners and the LLP, governs the reciprocal rights and obligations of the partners in an LLP. On the other hand, the LLP, as a separate entity, is not excused from responsibility for its other obligations. An LLP is referred to as a “hybrid” between a corporation and a partnership since it combines elements of both a “corporate structure” and a “partnership firm structure.”
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 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 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.
3. A supplementary agreement with regard to such change shall be prepared.
4.Filing of Form-3 LLP within 30 days of change of Registered office along with following attachments:-
Supplementary LLP Agreement
Original LLP Agreement (optional)
II. CHANGE OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER
1. The partners need to check the LLP agreement, in case it provides for 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. Obtain 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;
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 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 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 needs to be separately uploaded and accordingly, Different Challans shall be generated for both the forms.
PRACTICAL ISSUES :-
There shall no physically filing of any documents like in the case of shifting of registered office of a Company.
There is no prescribed format for public notice to be published in newspaper in the LLP Act and accordingly, the notice in case of shifting of registered office of an LLP shall be in format as provided in INC-26.
The jurisdictional authority to order shifting of registered office is the Registrar of Companies onlyand no approval is required from the office of the Regional Director.
It shall be mentioned in the 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.
Requirements before registering a Limited Liability Partnership (LLP)
- A minimum number of Two Designated Partners: Partners are the LLP’s owners and its managers, and they must be private individuals. Additionally, at least one of the partners must live in India.
- Maximum Number of Partners: The maximum number of partners for an LLP is unrestricted. The number of partners is hence unlimited.
- Pan Card: All partners must have their own PANs in order to proceed with becoming LLP partners; failure to do so will result in disqualification.
- Digital Signature Certificate (DSC): For at least one Designated Partner, a Digital Signature Certificate (DSC) is required: To digitally sign the e-forms necessary to create an LLP, at least one of the partners must have a DSC.
If you don’t already have DSC, you can contact Legal Window to get it for a very low price. - Registered Office: To start your business operations after forming an LLP, you must have a location designated as your Registered Office. The Registered Office may be a home or business location that is either owned or rented.
Reasons for Changing the LLP’s Registered Office Address
- Expansion or Relocation: An LLP may decide to change its registered office address due to the expansion of its operations or relocation to a more favorable location. This could be driven by factors such as proximity to target markets, access to resources, cost-effectiveness, or improved infrastructure.
- Operational Convenience: Sometimes, an LLP may find it necessary to change its registered office address to enhance operational efficiency. For example, if the current address is inconvenient for employees or clients to access, the LLP may opt for a more accessible location to streamline its operations.
- Legal and Regulatory Requirements: Changes in legal or regulatory requirements can also prompt an LLP to modify its registered office address. This could arise from alterations in the jurisdiction’s laws, compliance obligations, or tax considerations. In such cases, the LLP must align its registered office address with the updated legal
FAQs
How can an LLP change its registered office address?
To change the registered office address of an LLP, the partners need to pass a resolution approving the change. Then, the LLP needs to file the necessary forms with the concerned regulatory authorities, typically the Ministry of Corporate Affairs or its equivalent, depending on the jurisdiction. The LLP should adhere to the legal procedures and requirements for such changes.
What are the legal requirements for changing the registered office address of an LLP?
The legal requirements for changing the registered office address may vary depending on the jurisdiction and the specific regulations governing LLPs in that region. Generally, it involves notifying the concerned authorities, updating the LLP agreement, updating the address on all official documents, and making necessary filings with the regulatory bodies.
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