A Limited Liability Partnership (LLP) can be said to be a hybrid of the Company and a partnership firm. It provides for the advantages of both. At the time of incorporation, the Limited Liability Partnership is required to submit the details of its registered office. It might be the possibility that the partners intend to shift the office of the LLP from one place to another, however within the same state. Accordingly, in this article, we shall study about the provisions, procedure and frequently asked questions (FAQs) on shifting of registered office of the LLP within the same state.
For shifting of registered office of the LLP, firstly, we need to read the LLP agreement meticulously along with the supplemental agreement executed, if any, in this behalf. If any specific procedure is mentioned in the agreement, then the same shall be followed or otherwise, the LLP Act and Rules needs to be complied strictly in this regard.
1. APPLICABLE PROVISIONS:
- Section-13 LLP Act, 2008
- Rule – 17 of LLP Rules, 2009
2. PROCEDURE FOR SHIFTING REGISTERED OFFICE WITHIN SAME STATE
♥ Hold the Partners Meeting
The next step to change registered office is to hold a Meeting with the designated partners, including partners as may be mentioned in the LLP Agreement, pass the resolution for the same and obtain consent from all the partners.
However, it is optional to conduct the meeting as the Act provides for obtaining the consent of all the partners only and no holding of meeting is explicitly written anywhere.
♥ Filing of forms with the Registrar of Companies
In case of shifting within the same Registrar of Companies:
The Form- 15 is to be filed within 30 days with the Registrar of Companies with which the LLP is registered.
In case of shifting outside the jurisdiction one Registrar to another Registrar:
This case is possible only in the state of Maharashtra as the entire state is jurisdictionally divided under the two Registrar of Companies i.e. ROC, Mumbai and ROC, Pune.
Now, in this case Form- 15 to be filed with Registrar within 30 days of resolution passed from where the LLP proposes to shift its registered office with a copy thereof for the information to the existing Registrar as well.
♥ Execution of Supplementary Agreement
Prepare the Supplementary Agreement of the Original LLP Agreement to give effect of shifting of registered office on the stamp paper of value as per the respective state law.
♥ File Form-3
The Form 3 is required to be filed for Information with regard to limited liability partnership agreement and changes within 30 days of execution of the LLP Agreement.
FAQ’s (FREQUENTLY ASKED QUESTION)
1. Which form i.e., whether Form 3 or Form 5 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 5 can be filed simultaneously. However, the address on MCA portal gets update on approval of Form 5.
2. Whether the consent of secured creditors and publishing of the newspaper advertisement required in the case of shifting of registered office within same state?
Reply: The same is not required, but when shifting of registered office is from one state to another state then, the LLP having secured creditors shall also obtain consent of such creditors and give newspaper advertisement as well.
3. What all documents are required for shifting of registered office of the LLP?
Reply: The following documents are mandatorily required while filing forms to change the registered office:
- Proof of address of the new office i.e. utility bill not older than two months
- Duly signed no objection certificate (NOC) from the owner or the landlord.
- Consent of the all the partners
- Duly stamped, signed and notarized supplemental deed
- The particulars of any conviction, ruling, order or judgment of any Court, Tribunal or other authority against the LLP, any prosecutions initiated against or show cause notices received shall also be intimated off along with the application for shifting to the ROC.
4. What are the consequences of non-compliance with the procedural requirement for shifting 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/-
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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]}
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