File Your Income Tax Return Before 31st July 2024.
The registered office of LLP (Limited Liability Partnership) is the official correspondence address or the principal place of business and for receiving all the communications of the LLP. The Books of accounts of LLP must be maintained at the registered office. However, if any time after the LLP registration, it needs to change the registered office to any other place, it may change by following the procedures laid under the Act or the LLP Agreement.
The registered office can be changed from one place to another. The change can be within the state or outside the date. Rule 17 of LLP Rules, 2009 governs the process of shifting of registered office of LLP. Let us discuss all the cases and know about the procedures and requirements.
Different Cases of Change of Registered Office of LLP
| Change within Same State and Same ROC | Change within same state and Diff ROC | Change from one state to another |
CASE : 1 Change of registered address of LLP within same city / state and same ROC or different ROC
The change of registered office can be done within the local limits of the city or outside the city and within the same state. There might be situations when there can be a change in ROC while changing the city within the same state.
| Step 1 | Check the provisions of LLP Agreement
LLP Agreement is the document where all the rules and regulations regarding the working of the LLP is mentioned. The first step is to check whether the LLP agreement contains the provisions for shifting of registered office. If the LLP Agreement contains the process, the same needs to be followed. |
| Step 2 | Consent of Partners
In case provision for such change in agreement is not there, then consent of all the partners is required through a resolution. |
| Step 3 | Draft the Supplementary Agreement
Draft the supplementary agreement to be filed for change in registered office and get it stamped and notarized. |
| Step 4 | File LLP Form 15
Prepare form LLP -15 and attach the documents : a) Consent of Partners/ LLP Agreement b) Proof of new Registered Office (Rent Agreement and Utility Bill) File the form with ROC within 30 days of passing of resolution. |
| Step 5 | File LLP-3
LLP shall file form LLP-3 within 30 days and attach the stamped and notarized supplementary agreement. |
| Step 6 | Incorporate Changes
Receipt of Address of the new registered office of the LLP must also be incorporated on all items of stationery. letterhead, Invoices sign boards and at all other places wherever it occurs. |
CASE :2: Change of registered office of LLP from one state to another.
| Step 1 | Check the provisions of LLP Agreement
LLP Agreement is the document where all the rules and regulations regarding the working of the LLP is mentioned. The first step is to check whether the LLP agreement contains the provisions for shifting of registered office. If the LLP Agreement contains the process, the same needs to be followed. |
| Step 2 | Consent of Partners
In case provision for such change in agreement is not there, then consent of all the partners are required through a resolution. |
| Step 3 | Consent of Secured Creditors
The partners shall prepare and finalize the list of secured creditors, if any. Consent from all such creditors shall be obtained for the shifting of Registered office from one state to another. |
| Step 4 | Publish Notice in newspaper
Notice shall be published in two newspapers, one in English language newspaper and another in the principal/primary language of state where ROC is situated, Notice must be published prior to 21 days of filing the intimation to ROC. |
| Step 5 | File LLP Form 15
Intimate the Registrar of Companies about change of Registered Address within 30 days of decision by the partners by filing FORM 15 with prescribed fee to registrar of LLP. Also send a copy of intimation to the ROC under whose jurisdiction the LLP proposes to shift its registered office. Attachments a) Consent of Partners/ LLP Agreement b) Proof of new Registered Office (Rent Agreement and Utility Bill) c) Copy of newspaper advertisement d) Consent of Secured Creditors, if any |
| Step 5 | File LLP-3
LLP shall file form LLP-3 within 30 days and attach the stamped and notarized supplementary agreement. |
| Step 6 | Incorporate Changes
Receipt of Address of the new registered office of the LLP must also be incorporated on all items of stationery. letterhead, Invoices sign boards and at all other places wherever it occurs. |
Penalty for non-compliance of change in the registered office procedure:
The Limited Liability Partnership (LLP) and it’s partners shall be liable with the penalties as mentioned below:
| Minimum Penalty | ₹2,000 |
| Maximum Penalty | ₹25,000 |
