CS Divesh Goyal

CS Divesh Goyal

Section-19 of LLP Act- 2008, Rule-20 of LLP Rules- 2009

The limited liability partnership may change its name by following the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement is silent on this matter, consent of all partners shall be required for changing the name of the limited liability partnership.

In case there is no clause in the limited liability partnership agreement relating to change in the name the same can be made with the consent of all the partners of limited liability partnership.

S. NO Check whether there is provision in LLP Agreement regarding change of Name As per given provisions under LLP Agreement Fees
1. If no provision in LLP Agreement than Then as per point-3
2. Take Consent of all the Partners
3. Check Name Avaibility on MCA Site
4. File form LLP- 1

 

ATTACHMENT

Consent from all the partners

5. Once name is approved by Registrar The name approved shall be available for adoption for a period of 3 months.
6. File Form LLP-5

 

ATTACHMENT

Consent of partners

Notice of change of name

7. The Registrar (ROC) on being satisfied that the changed name is the one as reserved by him shall issue a fresh certificate of Incorporation in Form No. 16 in the new name.
8. The changed name shall be effective from the date of such certificate.
9. Execute Supplementary Agreement
10. file form LLP-3

 

ATTACHMENT

Supplementary Agreement

PROCEDURE FOR CHANGE IN REGISTERED OFFICE

SECTION-13 LLP Act- 2008 , RULE – 17 of LLP Rules- 2009

The LLP may change its registered office from one place to another of following the procedure as laid down in its LLP agreement. Where the LLP agreement does not provide for such procedure, consent of all partners shall be required for changing the place of registered office of LLP to another place. The procedure and requirements of change of registered office is given in tabular form below:

Action to be taken Change of office within same State and within jurisdiction of same Registrar Change of Office within same State from the jurisdiction of one Registrar to another Registrar Change of Office from one State to another
Resolution for Change of Address As per LLP Agreement where the Limited LLP doesn’t provide for such procedure, consent of all partners shall be required for changing the place of Registered Office of Limited LLP to another place. As per LLP Agreement where the Limited LLP doesn’t provide for such procedure, consent of all partners shall be required for changing the place of Registered Office of Limited LLP to another place. As per LLP Agreement where the Limited LLP doesn’t provide for such procedure, consent of all partners shall be required for changing the place of Registered Office of Limited LLP to another place
Secured Creditors No consent Required. No Consent Required. Consent of secured Creditors required.
 

Form to be filed

 

Form- 15 to be filed with Registrar with which it is registered.

 

Form- 15 to be filed with Registrar from where the LLP proposes to shift its registered office with a copy thereof for the information to the Registrar under whose jurisdiction the registered office is proposed to be shifted.

Form- 15 to be filed with Registrar from where the LLP proposes to shift its registered office with a copy thereof for the information to the Registrar under whose jurisdiction the registered office is proposed to be shifted.
Public Notice No public notice required. No public notice required. 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 LLP is situated and circulated in that district giving notice of change of registered office.
From when to be filed Within 30 days of resolution so passed. Within 30 days of resolution so passed. Within 30 days of publish of notice.

Within Same State:

S.NO. PARTICULAR
1. Check where there is any provision of change of registered office in LLP Agreement. As per given provisions under LLP Agreement
2. If no provision in LLP Agreement Then as per point-3
3. Take Consent of all the partners.
4. File form-15

[Within 30 days of shifting of Registered office]

ATTACHMENT

– Consent of all partners.

– Proof of Register office.

5. Execute supplementary agreement
6. File form LLP-3 ATTACHMENT

Supplementary Agreement

 From One State to Other State:

S.NO. PARTICULAR
1. Check where there is any provision of change of registered office in LLP Agreement. As per given provisions under LLP Agreement
2. If no provision in LLP Agreement Then as per point-3
3. Take Consent of all the partners.
4. Publish notice in News Paper

[At least 21 days before filling of form with ROC]

In one English Newspaper

In one vernacular Language Newspaper

5. File form-15

[after 30 days of issue of notice in newspaper]

ATTACHMENT

– Consent of all partners.

– Proof of Register office.

– Copy of news paper publication.

6. Execute supplementary agreement
7. File form LLP-3 ATTACHMENT

Supplementary Agreement

RULE – 17 of LLP Rules- 2009

  1. The limited liability partnership may change its registered office from one place to another by following the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide for such procedure, consent of all partners shall be required for changing the place of registered office of limited liability partnership to another place: Provided that where the change in place of registered office is from one State to another State, the limited liability partnership having secured creditors shall also obtain consent of such secured creditors.
  1. For the purposes of sub-section (3) of section 13, notice of change of place of registered office shall be given to Registrar in Form 15, within 30 days of complying with the requirements of sub-rule (1), in case of change of registered office within the same state, and within 30 days of complying with sub-rule (4) in case of change of registered office from one state to another state.

PROCEDURE FOR ADMISSION OF NEW DESIGNATED PARTNERS SECTION- 7 LLP Act- 2008

S.NO. PARTICULAR
1. Documents require from new partner Name proof and address proof of the person to be appointed including PAN of the same.

ü Consent to act as partner or designated partner (Form-6).

ü Details of other partnership, directorship, if any.

Copy of the minutes of the decision/ resolution/ consent of the partners authorizing person to act partner designated partner in case of company or LLP as LLP Agreement.

2. File form-4

[With in 30 days of such change]

ATTACHMENT

– Consent of new partners.

– Copy of Resolution of LLP/ Consent of Partners authorizing person to act partner designated partner .

3. In case change in LLP agreement is due to change in partners/ designated partner, Form 4 has to be filed along with Form 3.
4. Execute supplementary agreement Prepare the Addendum of Original LLP Agreement to give effect of admission of new partner.
5. File form LLP-3

 

ATTACHMENT

– Supplementary Agreement

 Any person eligible to become partner as per the provisions of LLP Act, 2008 can be admitted as partner in LLP as per the provisions of the LLP agreement of the LLP. Section 22 of LLP Act, 2008 provides the same.

The incoming partner has to see he is not disqualified to become a partner as per the provisions of section 22 of LLP Act, 2008. Also it is to be seen that he is eligible to become a partner as specified in the Limited Liability Partnership agreement of the LLP.

LLP Rules are silent about admission of partner in LLP. As per section 7 of First Schedule for introducing any new partner in LLP consent of all the existing partners of LLP is required to be obtained if nothing is provided in LLP Agreement. In the absence of provisions in LLP Act and LLP Agreement the provisions of First Schedule will become applicable but the applicability of provisions of First Schedule in LLP is not mandatory.

Is it mandatory to enter into fresh agreement every time whenever any new partner is being introduced in LLP?

It is customary in case of partnership to enter into deed of admission of partnerat the time of admission of any partner. In case of companies, Articles of Association is considered as an agreement between members and company and admission of shareholder does not require amendment in Articles of Association, neitherIit is required to under go execution every time at the time of admission of any shareholder. In case of LLP, it is a combination of partnership and company.

Unlike, partnership, LLP has no restriction on maximum number of partners. Accordingly, LLP Act does not mandatory require execution of LLP Agreement at the time of admission of partner.

Hence, it is legally possible to treat LLP Agreement as is the treatment for Articles of Association. In such cases, LLP Agreement would need appropriate drafting of clauses.

PROCEDURE FOR RESIGNATION OF DESIGNATED PARTNER

S.NO. PARTICULAR
1. A Partner of Company may resign upon Happening of any event/ circumstances as mentioned in the LLP Agreement.

Due to any reason by giving a notice in writing of not less than thirty days to other partner of his intention to resign as partner.

ü Resignation of partner or designated partner (Form-13).

2. File form-4

[With in 30 days of such change]

ATTACHMENT

– Resignation Letter.

3. In case change in LLP agreement is due to change in partners/ designated partner, Form 4 has to be filed along with Form 3.
4. Execute supplementary agreement Prepare the Addendum of Original LLP Agreement to give effect of Resignation of partner.
5. File form LLP-3

 

ATTACHMENT

– Supplementary Agreement

(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)

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5 responses to “Process For Change In Name / Registered Office / Admission or Deletion of Partners of LLP”

  1. kirti says:

    Sir,
    Wrongly i have filled in form 1- the registrar office of the LLP is Mumbai instead of Pune
    AND form 2 is yet to be filled
    Please provide solution now what to do in such case?
    I feel that after Incorporation of LLP, will file form 15 for Change of Office within same State from the jurisdiction of one Registrar to another Registrar

  2. kamlesh jain says:

    Dear Sir,

    can you send me a format of supplementary agreement of change in registered office address of LLP mentioned below e mail address
    kammunewai1291@gmail.com

    thank you

  3. Nihal says:

    For change of address from one state to another, the article says at one place to file the form within 30 days of issue of public notice but at the second place where the same process is elaborated it says that form is to filed after 30 days of issue of public notice, kindly clarify!!!

  4. Chanchal Gupta says:

    VERY HELPFUL ARTICLE…..

  5. Reader says:

    In the above article, in the admission of partner para, Form 6 should be replaced by Form 9. The author is requested to kindly check the same.

    However, the effort of the author is appreciated. Really helpful article. Thanks

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