Any newly incorporated Limited Liability Partnership (LLP) is required to provide a registered office while registering itself with the Registrar of Company (ROC) at least to receive and make correspondences. Then, once the LLP is registered there might be situations where the registered office of the LLP is shifted from one state to another i.e. for instance, from Delhi to Haryana or from Mumbai to Delhi, whatsoever. Accordingly, in this article, we shall study about the applicable provisions, procedures, requirements and frequently asked questions (FAQs) on shifting of registered office of LLP from one state to another.
The LLP may change its registered office from one place to another by following the procedure as laid down in the limited liability partnership agreement. However, where the LLP agreement does not provide for such procedure, the consent of all partners shall be required for changing the place of registered office of limited liability partnership to another place:
I. APPLICABLE PROVISIONS:
- Section 13(3) of the LLP Act, 2008, read with
- Rule 17 of the LLP Rules, 2009
II. PROCEDURE FOR CHANGE REGISTERED OFFICE WITHIN SAME STATE AND JURISDICTION:
1. Hold the Partners Meeting
The first step to change registered office is to hold a Meeting with the designated partners, including partners as may be specified in the LLP Agreement and pass the resolution for shifting of registered office and obtain consent from all.
2. Consent of the Secured Creditor
The Designated Partners/Partners shall prepare and finalize the list of secured creditors, if any as on a specified date. The consent from all such creditors shall be obtained for the shifting of registered office from one state to another.
3. Publish Notice in newspaper
Where the change in place of registered office is from one state to another state, the LLP shall publish a general notice, not less than 21 days before filing any notice with Registrar, in a daily newspaper published in English and in the principal language of the district in which the registered office of the limited liability partnership is situated and circulating in that district giving notice of change of registered office.
4. File Form 15
The Form-15 is required to be filed with the Registrar of Companies having respective jurisdiction within 30 days of obtaining consent of all partners.
It is to be noted that the copy of the form 15 along with the attachments shall also be filed for the information to the Registrar under whose jurisdiction the registered office is proposed to be shifted.
5. Execution of Supplementary Agreement
Prepare the Supplementary Agreement of the Original LLP Agreement to give effect of shifting of registered office on stamp having as per the Stamp Act of the respective state.
6. File Form-3
The Form 3 is required to be filed for “Information with regard to limited liability partnership agreement and changes” along with the supplementary agreement as attachment.
The new registered office of the LLP must also be incorporated on all items of stationery viz., letterhead, invoices, sign boards and at all other places wherever it occurs.
Important: Where there is any conviction, ruling, order or judgment of any Court, Tribunal or other authority against the limited liability partnership, the particulars of such prosecutions initiated against or show-cause notices received by the limited liability partnership for the alleged offences under the LLP Act shall be stated in the notice of change of place of registered office to be filed with the Registrar.
FAQ’s (FREQUENTLY ASKED QUESTIONS):
1. What is the time period to file the supplementary deed to be filed with MCA?
Reply: The Supplementary Deed shall be filed to the ROC within 30 days from the effective date of execution of the agreement.
2. What is the list of documents required as attachment in LLP Form-15?
Reply: The following documents must be attached while filing forms to change the registered office:
- Consent of Partners/ LLP Agreement
- Proof of address of the new office i.e., any utility in the name of the owner not older than two months
- Rent Agreement, if the new office has been taken on rent
- Duly signed No Objection Certificate (NOC) from the owner or the landlord.
- Copy of newspaper advertisement
- Consent of Secured Creditors, if any
3. What are the consequences in case of non-compliance with the procedural requirement of the change of the registered office of the LLP?
Reply: If the LLP does not follow the legal and procedural requirements for shifting of the registered office of LLP, then such LLP and its every partner shall be liable to pay a penalty of Rs. 500/- for each day during which the default continues, subject to a maximum of Rs. 50,000/-.
4. Which form i.e., whether Form 3 or Form 15 needs to be filed first with the ROC? Or if we have to wait for approval of one of the forms to file another?
Reply: Both the Forms i.e., Form 3 and Form 15 can be filed simultaneously though should be uploaded separately such that different challans shall be generated for both the Forms. However, the address on MCA portal gets update on approval of Form 15.
5. There is no fixed format given in the LLP Act for public notice to be advertised in newspaper, then can we give the same in our own language?
Reply: Yes, there is no fixed format given in the LLP Act however, it is recommended to draft the same in consonance with the format given for shifting of registered office of the Company.
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{The author i.e., Mrs. Kajal Goyal is a Company Secretary in Practice at M/s. Kajal Goyal and Associates and can be reached at (M) +91-9999952595 and (E) [email protected]}
Author Bio
How to intimate ROC to whom LLP is proposed to be shifted.