A Limited Liability Partnership (LLP) is created as per the law, hence, it must regulate its day to day affairs according to the LLP Agreement, LLP Act, and the rules and regulations which are framed thereunder. In addition to the LLP Act, LLP is also subject to laws that apply to any other type of business. As per Section 13 of LLP Act, 2008, every LLP is required to have a registered office where all the notices or communications related to LLP may be received from the Registrar, State or Central Government or any other regulatory authorities. Hence, a registered office is an official address from where the LLP carries on its principal business.
A Registered can be situated anywhere in India. However, sometimes it may happen that an LLP wants to shift its registered office from one place to another. The reason for changing registered office may be due to managing extra staff and growth of business. In such cases, an LLP can either:
1. Shift registered office within the same state and within the jurisdiction of the same registrar, or
2. Shift registered office within the same state but from the jurisdiction of one Registrar to another
3. Shift registered office from one state to another
An LLP may change its registered office from one place to another as per the provisions mentioned in its LLP Agreement. However, in case any procedure is not mentioned in the LLP Agreement, then the consent of all the parties is required. Here in this article, we will discuss about the requirements and procedure of shifting registered office of LLP from one place to another.
Change in address can be done through making a request by filing LLP Form-15 and LLP Form-3 after taking consent from partners and creditors as required under the law.
The following documents must be kept handy as they will be attached while filing forms to change the registered office:
1. Proof of address of the new office
2. Rent Agreement, if the new office has been taken on rent
3. Duly signed No Objection Certificate from the owner or the landlord.
The process of change of registered office of LLP within the same state is as follows:
1. Obtain consent of all the partners by holding a meeting and passing a resolution effecting the change in registered office
2. Prepare a supplementary LLP Agreement and include the change regarding the change in registered office
3. Inform Registrar of Companies by filing Form-15 (Notice of Change of place of registered address) within 30 days of shifting the registered office.
4. Further, file Form-3 (Information with regard to the LLP Agreement) along with the prescribed fee with the ROC
5. Once the approval is received from the ROC by filing the above forms, make all necessary changes in documents, stationery, signboards, letterheads and places where the registered office of the LLP is mentioned.
The process of change of registered office of LLP from one state to another is as follows:
1. Obtain consent of all the partners and secured creditors (if any) by conducting a meeting and passing a resolution
2. Prepare a supplementary LLP Agreement including the information relating to change in registered office.
3. Publish a general notice, at least 21 days before filing any notice with the Registrar, in a daily newspaper which is published in English language and in the principal language of the district in which the registered office of the LLP is situated stating notice of change in registered office of the LLP.
4. Inform Registrar of Companies by filing LLP Form-15 (Notice of Change of place of registered address) within 30 days of shifting the registered office, attaching all the relevant documents.
5. Further, file LLP Form-3 (Information with regard to the LLP Agreement) along with the prescribed fee with the ROC.
6. Once the approval is received from the ROC by filing the above forms, make all necessary changes in documents, stationery, signboards, letterheads and places where the registered office of the LLP is mentioned.
If it is found that the LLP does not follow the procedural requirements of change of the registered office of LLP, then such LLP and its partners will be penalized with a minimum penalty amounting Rs. 2000 and a maximum penalty of Rs. 25,000.
There may be several reasons behind changing the registered office of LLP from one place to another. The major reasons being increase in number of staff or high rent of the current office or maintaining books of accounts at another place etc. However, such shift must take place only after following the procedural requirements of the law so that you do not face any penalty. Process of shifting of registered office of LLP is not complex and hence proper guidance from a legal expert will help you to change your registered office address without any hurdles.
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