Procedure for Changing Registered Office of LLP

Summary: Changing the registered office of a Limited Liability Partnership (LLP) involves a structured process guided by the LLP Act of 2008. LLPs, which combine the benefits of partnerships and companies, allow for limited liability among partners, shielding them from the misconduct of others. The need to change a registered office may arise from various factors, such as business expansion, cost efficiency, operational improvements, or better accessibility to target markets. The relocation can occur within the same state or to a different state. To initiate this change, partners must convene to pass a resolution agreeing to the new address, followed by amending the LLP agreement. The LLP must file Form LLP-15 to notify the Registrar of Companies (ROC) within 30 days, along with Form LLP-3 for any agreement changes. Documentation required includes the resolution, amended agreement, proof of the new address, and a no-objection certificate if the property is rented. Before proceeding, it’s important to ensure there are no ongoing legal disputes and to notify stakeholders of the change. Overall, proper planning and adherence to regulatory requirements are essential for a smooth transition.

The Limited Liability Partnership (LLP) model is combination of partnership firm and company, it is flexible form of business introduced to cater to the needs of professionals, small enterprises, and entrepreneurs. Created under the LLP Act of 2008. It aims to provide an efficient legal framework for organizing and running a business where each partner enjoys limited liability, unlike partnership firm.

The traditional partnerships where each partner could be held accountable for another’s mistakes, all partners liable for business debts and obligation. Also, LLP ensures that one partner’s liability does not extend to the misconduct or negligence of another partner of LLP.

With minimal compliance requirements, easy formation processes, and limited personal liability, LLPs represent a future-forward business model that support entrepreneurship and partnership in a dynamic and globalized market.

Change in Registered office of LLP

LLP can change its Registered office from one location to another location. Business expansion, Cost efficiency, Operational Efficiency may cause for change in registered office of company from one location to another. LLP shift its registered office in following ways-

i. from one state to another state

ii. from one registrar over another jurisdiction while keeping in it same state

iii. in same state under same authority.

In accordance with the LLP Agreement, LLP may relocate its registered office as prescribe under Agreement. If not specifically mentioned then all parties must agree for same.

Reasons for Changing Registered office of LLP

• Business Expansion: As the LLP grows, it may need a more strategic location that aligns with expanding operations of LLP. A new office location can offer better infrastructure, improved accessibility, or a presence in a more commercially advantageous area for business.
• Cost-Effectiveness for business: Relocating the registered office of LLP might be driven by the need to reduce operational costs of business. Lower rent, reduced overheads, or favourable tax benefits can be a financial advantage for the LLP.
• Operational Efficiency: Moving to a new location improves the overall efficiency of business operations. Also helps to reducing travel time, improving coordination among teams, or providing access to better technology and resources.
• Target Market Accessibility: If the LLP decides to focus on a new geographic region or demographic, shifting the registered office closer to its target market may improve service delivery and customer engagement.

Applicable forms for Changing Registered office of LLP

For shifting of Registered office of LLP same must be intimate to registrar authority through prescribe forms as stated here:

1. Form LLP-15: Form LLP-15 aims filing an application regulatory authority for change in registered office of company.

2. Form LLP-3: Through Form LLP-3 provide details for amendment in LLP agreement.

Change in Registered office of LLP in Same state

1. To hold meeting and pass a resolution by the partners of the LLP, all partners must agree for the change, and the resolution also state the new address of the registered office.

2. Make some necessary changes in LLP agreement (amend new registered office address).

3. Within 30 days from the date of passing the resolution LLP must file Form 15 with the ROC.

4. Along with form 15 file form LLP-3 (intimation of LLP Amendment) to ROC

5. After approved by the ROC, the LLP should update its letterhead, signboards, and any other official documents to reflect the new registered office address.

Documents required for change in Registered office of LLP

• Resolution passed by partners or consent from partners
• To amend LLP Agreement, to reflect the new office address and signed by the partners.
• Proof of address of new registered office must be submitted.
• If office is Rented then Rent Agreement, or in case it is Own then Proof of ownership.+
• In case new registered office is a rented property, an NOC from the owner is required.

Points to be consider before change in Registered office of LLP

• Before taking consent from partners must review LLP agreement for changing registered office. Resolution must be passed by the partners approving the new of registered office address.
• Within 30 days of passing the resolution LLP is required to file form LLP-15 form with the ROC.
• File Form LLP-3 with the ROC, to amend new address LLP Agreement.
• The LLP should inform to all stakeholders for smooth business operations (clients, vendors, banks, and government authorities).
• There are no any ongoing legal disputes with the current registered office.
• LLP must update its address on all statutory documents after change the registered office.
• Form LLP-23 file for changing registered to a different state, the LLP will fall under a different ROC jurisdiction, and additional filings and procedures may be required.

Conclusion

Changing registered office of LLP is crucial process which requires proper planning and adherence to regulatory requirement. It requires approval from partners, ensuring compliance with filing requirements, updating statutory documents, and notifying relevant stakeholders. Whether moving within the same state or to a different jurisdiction or one state to another, it’s essential to stay informed about local regulations and ensure that the new office location is suitable for business operations.