Limited Liability Partnership Act, 2008 was enacted to make provisions for the formation and regulation of Limited Liability Partnerships and matters connected therewith or incidental thereto. LLP is an acronym used for Limited Liability Partnership. LLP is an alternative corporate business form that benefits a company’s limited liability and the flexibility of a partnership. LLP form is a form of business model which is organized and operates based on an agreement. LLP Agreement is the main document governing the relationship between the partners and partners and LLP.
Section 13 of the LLP Act, 2008 and Rule 17 of the LLP Rules, 2009 contain the provisions of the Registered Office of the LLP and change therein.
As per Section 13 of the LLP Act 2008, Every LLP must have a registered office so that all communications and notices may be addressed to it and where they shall be receivable. Documents can be served on an LLP or a partner or designated partner of the LLP which can be sent through a registered post or any other manner at the registered office. A limited liability partnership can shift its registered office by filing the notice of such change with the Registrar in the prescribed form and any such change shall take effect only upon such filing.
Rule 17 of the LLP Rules, 2009, any LLP can change the registered office by following the procedure explained in the following paragraphs:
LLP can change the Registered office by following the procedure laid down in the LLP Agreement. If the LLP Agreement is silent on this matter, consent of all the partners shall be required for changing the registered office of the LLP from one place to another.
If the Registered Office is going to be shifted to another State, the LLP has to publish a general notice in the district in a daily newspaper published in English and in another newspaper published in the principal language of the district in which the registered office is located and circulating in the district. This notice has to be given at least 21 days before giving notice to Registrar. Where the change in place of the registered office is from one State to another State, the LLP having Secured creditors shall also obtain the consent of secured creditors. Notice of change of place of registered office shall be given to Registrar in Form LLP 15.
If the Change of registered office is from one place to another place within the State from the jurisdiction of one Registrar to the jurisdiction of another Registrar then the consent of all the partners shall be required for changing the registered office of the LLP. Notice of change of registered office in Form LLP15 is to be filed with the Registrar from where the LLP proposes to shift its registered office with a copy thereof for the information of the registrar under whose jurisdiction the registered office is proposed to be shifted.
Documents Required to Change in Registered Office of LLP
Following is the broad list of documents required to change in Registered Office of LLP:
Sr.No |
DOCUMENTS |
1. |
Proof of changed address of registered office i.e. Utility Bill not older than 2 months in the name of Owner/Rent Agreement if any |
2. |
Consent Letter of the Partners/ Resolution passed in the Meeting of Partners |
3. |
Copy of the minutes of Partners’ Meeting |
4. |
No objection from the owner of the premises |
5. |
Copies of General Notice published in Newspapers, in case of shifting of registered office from one state to another |
6. |
Consent Letter of secured creditors, if applicable |
7. |
Initial LLP Agreement |
8. |
Supplementary LLP Agreement |
Sr. No |
PARTICULARS |
PROCEDURE |
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1. |
CHECK THE LLP AGREEMENT |
Check if the LLP Agreement prescribes any procedure for shifting the registered office. If not, then the procedure prescribed in Section 13 of the LLP Act 2008 read with Rule 17 of the LLP Rules 2009 is to be followed. |
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2. |
HOLD MEETING OF PARTNERS |
Conduct a meeting of Partners by giving Notice to all the Partners as may be prescribed |
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3. |
PASS PARTNER’S RESOLUTION/CONSENT OF ALL THE PARTNERS |
Pass a resolution in the meeting of partners or take Consent of all the Partners for shifting the registered office from one place to another. |
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4. |
FILING WEB-BASED LLP FORM NO 15 WITH THE REGISTRAR |
After registration as Business User on V3 MCA Portal, LLP shall file FORM LLP 15 within 30 days of taking consent from the partners with the Registrar along with the following attachments: · Proof of Changed Address of Registered Office · Consent Letter of Partners · Any optional attachment |
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5. |
EXECUTE SUPPLEMENTARY AGREEMENT |
For changing the clause of the place of office in the Original LLP Agreement, the LLP has to execute the Supplementary LLP Agreement to give effect to the same. |
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6. |
FILING WEB-BASED LLP FORM NO 3 WITH THE REGISTRAR |
LLP shall file Supplementary Agreement in FORM LLP 3 within 30 days of such change along with the following attachments: · Initial LLP Agreement · Supplementary LLP Agreement · Any optional attachment |
Sr. No |
PARTICULARS |
PROCEDURE |
|
|
|
1. |
CHECK THE LLP AGREEMENT |
Check if the LLP Agreement prescribes any procedure for shifting the registered office. If not, then the procedure prescribed in Section 13 of the LLP Act 2008 read with Rule 17 of the LLP Rules 2009 is to be followed. |
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|
|
2. |
HOLD MEETING OF PARTNERS |
Conduct a meeting of Partners by giving Notice to all the Partners as may be prescribed |
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3. |
PASS PARTNER’S RESOLUTION/CONSENT OF ALL THE PARTNERS |
Pass a resolution in the meeting of partners or take Consent of all the Partners for shifting the registered office from one place to another. |
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4. |
PREPARE A LIST OF SECURED CREDITORS & OBTAIN THEIR CONSENT |
LLP shall prepare a list of secured creditors, if any & obtain their consent for shifting the registered office |
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5. |
PUBLICATION OF GENERAL NOTICE |
General Notice is required to be published not less than i.e. at least 21 days before the filing of Form LLP 15 in an English Newspaper published daily and in a Local Language of the District in which the registered office of the LLP is located and circulated in the District giving notice of shifting of registered office. |
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6. |
FILING WEB-BASED LLP FORM NO 15 WITH THE REGISTRAR |
After registration as Business User on V3 MCA Portal, LLP shall file LLP FORM NO 15 within 30 days from the date of publishing general notice along with the following attachments: · Proof of Changed Address of Registered Office · Consent Letter of Partners · Copy of public Notices · Consent of Secured Creditors · Any optional attachment |
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7. |
EXECUTE SUPPLEMENTARY AGREEMENT |
For changing the clause of place of office in the Original LLP Agreement, the LLP has to execute the Supplementary Agreement to give effect to the same.. |
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8. |
FILING WEB-BASED LLP FORM NO 3 WITH THE REGISTRAR |
LLP shall file Supplementary in LLP FORM NO 3 within 30 days of such change along with the following attachments: · Initial LLP Agreement · Supplementary LLP Agreement |
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