The Limited Liability Partnership (LLP) Act, 2008 was introduced to provide a legal framework for the formation, regulation, and governance of Limited Liability Partnerships in India. Commonly abbreviated as LLP, this business structure offers the dual advantage of limited liability protection of a company along with the operational flexibility of a partnership firm.
An LLP is incorporated and operated based on an LLP Agreement, which serves as the primary document governing the rights and duties between the partners, as well as between the partners and the LLP itself.
Legal Provisions for Registered Office of LLP
As per Section 13 of the LLP Act, 2008 and Rule 17 of the LLP Rules, 2009, every Limited Liability Partnership must maintain a registered office address. This office is the official communication center for the LLP where legal documents, notices, and correspondence from regulatory authorities are delivered. The address must be formally registered with the Registrar of Companies (ROC) at the time of incorporation.
Change of Registered Office
An LLP is allowed to change its registered office address by following the procedure laid out in its LLP Agreement. If the Agreement does not specify the process, then such a change requires the consent of all partners. The change must also be duly notified to the ROC within the prescribed timelines to ensure legal compliance.
How to Change the Registered Office of an LLP
Under Section 13 of the LLP Act, 2008, every Limited Liability Partnership (LLP) is required to maintain a registered office. This office serves as the official address for receiving notices, communications, and legal documents. Documents may be served on the LLP or its partners/designated partners either through registered post or any other legally recognized mode at the registered office.
An LLP can change its registered office by filing a notice of change in Form LLP 15 with the Registrar of Companies (ROC). The change becomes effective only after the successful filing of this form.
Procedure for Changing the Registered Office of an LLP
The process for changing an LLP’s registered office differs depending on whether the new office is within the same state or in another state. Below is a detailed step-by-step guide for both scenarios:
1. Change of Registered Office Within the Same State
When relocating the registered office within the same state, either under the same ROC jurisdiction or to another jurisdiction within the state, the following steps must be followed:
| Step | Description |
|---|---|
| Review the LLP Agreement | Ensure the LLP Agreement specifies the procedure for shifting the registered office. If not, follow Section 13 of the LLP Act, 2008 and Rule 17 of the LLP Rules, 2009. |
| Meeting of Partners | Conduct a meeting to discuss the proposed office change. Provide notice to all partners. |
| Pass a Resolution | Obtain unanimous consent or pass a resolution approving the change. |
| File Form LLP 15 | Register as a business user on the MCA portal and file Form LLP 15 with the ROC within 30 days of passing the resolution. |
| Supplementary LLP Agreement | Execute a supplementary LLP Agreement reflecting the new registered office and file it in Form LLP 3 with the ROC within 30 days. |
| Documents Required | Provide proof of the new address, consent/resolution copy, and the supplementary LLP Agreement. |
2. Change of Registered Office to Another State
Changing the registered office to a different state involves additional compliance steps:
| Step | Description |
|---|---|
| Review the LLP Agreement | Ensure the LLP Agreement outlines the office change procedure. If not, obtain consent from all partners. |
| Meeting of Partners | Hold a partners’ meeting to approve the relocation via resolution. |
| Consent of Secured Creditors | If the LLP has secured creditors, obtain their No Objection Certificate (NOC) before proceeding. |
| Publish General Notices | Publish a general notice in a daily English newspaper and a local-language newspaper in the district of the current office at least 21 days before filing Form LLP 15. |
| File Form LLP 15 | File Form LLP 15 with the ROC within 30 days of the notice publication, attaching all required documents. |
| File Supplementary LLP Agreement in Form LLP 3 | Submit the supplementary LLP Agreement reflecting the new office address to the ROC within 30 days. |
Checklist of Documents Required for LLP Office Change
The following documents are generally required for shifting an LLP’s registered office:
| Document | Description |
|---|---|
| Proof of New Office Address | Utility bill, rent agreement, or any valid document confirming the new office location. |
| Consent Letter or Partners’ Resolution | Letter of consent from all partners or a resolution approving the office change. |
| No Objection Certificate (NOC) | NOC from the property owner, if the new office is a rented premise. |
| General Notices in Newspapers | Copies of notices published in English and local-language newspapers (mandatory for inter-state changes). |
| Consent from Secured Creditors | If applicable, consent letters from all secured creditors. |
| Original and Supplementary LLP Agreement | The original LLP Agreement along with the supplementary LLP Agreement reflecting the new address. |
Key Features of an LLP’s Registered Office
A Limited Liability Partnership (LLP) is a separate legal entity distinct from its partners. This means the LLP can own property, enter into contracts, and initiate or face legal proceedings in its own name. The registered office serves as the official address for the LLP, acting as the primary point for receiving legal notices, government communications, and official correspondence. It is essential that this office is consistently maintained and accurately recorded with the Registrar of Companies (ROC) to ensure compliance with statutory requirements.
Flexibility to Change the Registered Office
One of the major advantages of an LLP is the flexibility to change its registered office whenever required. This can be achieved by:
- Following the LLP Agreement: If the agreement specifies a procedure for office relocation, the LLP must adhere to it.
- Statutory Compliance: In the absence of specific provisions in the LLP Agreement, the LLP must obtain consent from all partners and comply with the legal guidelines outlined in the LLP Act, 2008 and the LLP Rules, 2009.
This flexibility ensures that the LLP can adapt to business needs or operational requirements without compromising legal compliance.
Changing the Registered Office Across States
When an LLP intends to move its registered office from one state to another, additional legal steps are required:
- Publish General Notices: The LLP must issue a public notice in an English newspaper and a local-language newspaper in the district of its current office, informing the public about the intended change.
- Obtain NOC from Secured Creditors: If the LLP has any secured creditors, their No Objection Certificate (NOC) must be secured prior to the relocation.
- Notify the ROC: After meeting the above requirements, the LLP must notify the Registrar of Companies of both the origin and destination states through the prescribed filing procedures to make the office change legally effective.
These measures ensure transparency, legal compliance, and protection of stakeholder interests during inter-state office relocation.
Frequently Asked Questions (FAQs) on LLP Registered Office & Office Change
Q1. What is the penalty for non-compliance with Section 13 of the LLP Act, 2008?
Ans: If an LLP fails to maintain its registered office or comply with Section 13 provisions, a penalty of Rs 500 per day may be levied, up to a maximum of Rs 50,000 for the LLP and its partners.
Q2. Is Form LLP 3 required when shifting the registered office?
Ans: Yes. After executing a supplementary LLP Agreement reflecting the new office address, Form LLP 3 must be filed with the ROC within 30 days.
Q3. What are the filing fees for Form LLP 15 and Form LLP 3?
Ans: Fees depend on the LLP’s total contribution:
| Contribution of LLP | Fee (in Rs) |
|---|---|
| Up to Rs 1 lakh | 50 |
| Rs 1 lakh – 5 lakh | 100 |
| Rs 5 lakh – 10 lakh | 150 |
| Rs 10 lakh – 25 lakh | 200 |
| Rs 25 lakh – 1 crore | 400 – 600* |
*Fees increase with higher contributions.
Q4. Are notices required to be filed in both states for inter-state office changes?
Ans: Yes. Form LLP 15 must be filed with both the ROC of the origin state and the destination state.
Q5. What is the stamp duty for the supplementary LLP Agreement?
Ans: The supplementary agreement should be executed on stamp paper worth Rs 500.
Q6. Are Form LLP 15 and Form LLP 3 linked?
Ans: No. These are separate forms and must be filed individually.
Q7. How is the LLP Agreement updated after office relocation?
Ans: A supplementary deed must be drafted on non-judicial stamp paper (typically Rs 100) to update the office clause in the original LLP Agreement. The supplementary agreement must be signed by all partners and filed with the ROC in Form LLP 3.
Q8. Can an LLP have multiple addresses?
Ans: The registered office is the principal business address for legal notices and official communication. Additionally, an LLP may maintain other offices such as branch, administrative, or corporate offices anywhere in India.
Q9. What documents serve as address proof for an LLP?
Ans: A PAN card is the primary identification document. For proof of residence, partners can submit:
- Voter ID
- Passport
- Driver’s License
- Aadhaar card
- Utility bills (electricity, gas, telephone, or mobile; not older than two months)
Q10. Is notarization mandatory for an LLP Agreement?
Ans: Yes. The LLP Agreement must be executed on non-judicial stamp paper, signed by all partners, and notarized to be legally valid.
Q11. What is the penalty for not filing the LLP Agreement?
Ans: Failure to file the LLP Agreement attracts penalties as prescribed under the LLP Act, 2008. Timely filing ensures compliance and avoids fines.
Q12. How can Compliance Calendar LLP assist with office change?
Ans: Our experienced team helps LLPs draft supplementary agreements, file Form LLP 3 and Form LLP 15, and ensure full compliance when shifting the registered office within the same state or across states.
Q13. Can an LLP operate without a registered office?
Ans: No. Maintaining a registered office is mandatory under Section 13 of the LLP Act, 2008. It is the official address for legal notices and communications. Non-compliance attracts penalties.
Q14. How long does it take to update the registered office with the ROC?
Ans: After filing Form LLP 15 and Form LLP 3, the update is typically processed within 7–15 working days, provided all documents are complete and accurate.
Q15. Can the registered office be a residential address of a partner?
Ans: Yes, the registered office can be the residential address of a partner if permitted under the LLP Agreement. It must be a verifiable address where official communications can be received.
Q16. What if the LLP Agreement does not mention the procedure for office change?
Ans: If the LLP Agreement is silent, the LLP must obtain consent from all partners and follow the statutory procedures under the LLP Act and LLP Rules to relocate its office.
Q17. Is it necessary to file a fresh LLP Agreement for every office change?
Ans: No. Instead, a supplementary LLP Agreement is prepared to update the office clause in the original LLP Agreement. This is then filed with the ROC in Form LLP 3.
Q18. Are there restrictions on moving the registered office outside India?
Ans: Yes. An LLP’s registered office must be located within India. Moving it outside India is not permitted under the LLP Act, 2008.
Q19. Can the registered office be changed temporarily for operational reasons?
Ans: Yes, but a formal notice of change must still be filed with the ROC, and the LLP Agreement must be updated via a supplementary agreement.
Q20. Who can sign the documents for office change?
Ans: All designated partners of the LLP are authorized to sign and execute the necessary forms (Form LLP 15 & Form LLP 3) and the supplementary LLP Agreement.
Q21. What are the consequences of delaying Form LLP 15 or LLP 3 filing?
Ans: Late filing can result in daily penalties and may impact the LLP’s compliance record. It is advisable to file the forms within 30 days of passing the resolution for office change.
Q22. Can the registered office be changed multiple times?
Ans: Yes. An LLP can relocate its registered office multiple times, provided each change is duly approved by partners, a supplementary agreement is executed, and the ROC is notified.
Q23. Is public notice mandatory for intra-state office changes?
Ans: No. Publishing notices in newspapers is required only when the office is relocated to another state. For intra-state changes, internal approvals and ROC filing are sufficient.
