The registered office of an Limited Liability Partnership (LLP) is the official address of the principal place of business of the entity for all the official communications and notice. Further, it is mandatory for an LLP to maintain books of accounts at its registered office. There might be a situation when the LLP intends to shift its registered office. In this article, we shall study about the procedure and relevant regulatory provisions for shifting of registered office of the LLP.
REGULATORY PROVISIONS:
Section 13(3) of LLP Act, 2008 and Rule 17 of LLP Rules, 2009
I. CHANGE OF REGISTERED OFFICE WITHIN THE SAME STATE/ WITHIN THE SAME OUTSIDE THE JURISDICTION OF SAME REGISTRAR
1. The partners need to check the LLP agreement, in case it provides for procedure for shifting the registered office of the LLP. In case no procedure is prescribed, obtain consent of all partners regarding change of registered office.
2. Filing of Form-15 LLP with the Registrar of Companies having respective jurisdiction within 30 days of obtaining consent of all partners along with following attachments:
- Proof of proposed address of registered office along with the no objection to use the premises as the registered office.
- Either ‘copy of the minutes of decision/ resolution/ consent of partners’ or ‘the extracts of the relevant provisions of the Limited liability Partnership Agreement’ is to be provided.
3. A supplementary agreement with regard to such change shall be prepared.
4. Filing of Form-3 LLP within 30 days of change of Registered office along with following attachments:
- Supplementary LLP Agreement
- Original LLP Agreement (optional)
II. CHANGE OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER
1. The partners need to check the LLP agreement, in case it provides for procedure for shifting the registered office of the LLP. In case no procedure is prescribed, obtain consent of all partners regarding change of registered office.
2. Obtain consent of secured creditors.
Publish a general notice, not less than 21 days before filing any notice with the ROC, in a daily newspaper published in English and in the principal language of the district in which the registered office of LLP is situated and circulating in that district, giving notice of change of registered office;
Filing of Form-15 LLP with the Registrar of Companies having respective jurisdiction within 30 days of obtaining consent of all partners along with following attachments:
- Proof of proposed address of registered office along with the no objection to use the premises as the registered office.
- Either ‘copy of the minutes of decision/ resolution/ consent of partners’ or ‘the extracts of the relevant provisions of the Limited liability Partnership Agreement’ is to be provided.
- Enclose copies of public notice.
- Consent of secured creditor, if any.
4. A supplementary agreement with regard to such change shall be prepared.
5. Filing of Form- 3 LLP within 30 days of change of Registered office along with following attachments:
- Supplementary LLP Agreement
- Original LLP Agreement (optional)
Further, it is important to note that both the forms i.e. Form 15 and Form 3 needs to be separately uploaded and accordingly, different challans shall be generated for both the forms.
PRACTICAL ISSUES:
- There shall no physically filing of any documents like in the case of shifting of registered office of a Company.
- There is no prescribed format for public notice to be published in newspaper in the LLP Act and accordingly, the notice in case of shifting of registered office of an LLP shall be in format as provided in INC-26.
- The jurisdictional authority to order shifting of registered office is the Registrar of Companies only and no approval is required from the office of the Regional Director.
- It shall be mentioned in the Form 15 LLP whether there is any conviction, ruling, order or judgment of any court, tribunal or any other authority against the limited liability partnership and their particulars.
FREQUENTLY ASKED QUESTIONS (FAQs):
Q.1 What is the post shifting compliances?
Ans: On receipt of approval from respective ROC, LLP shall make changes in all the documents or places where registered office address is mentioned like LLP letterhead, stationery, sign boards, etc.
Q.2 What is the penalty for contravention of the provisions relating to registered office?
Ans: In case of contravention, the Limited Liability Partnership (LLP) and it’s every partner shall be liable with a minimum penalty of Rs. 2,000/- and a maximum penalty of Rs. 25,000/-.
{The author i.e. Kajal Goyal is a Company Secretary in Practice at Kajal Goyal and Associates and co-founder of Alliance Professionals and can be reached at (M) 9999952595 and (E) [email protected]}
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