SECTION 13 LLP Act, 2008 read with RULE 17 of LLP Rules, 2009
As per section 13(3) of Limited Liability Partnership Act, 2008, a Limited Liability Partnership may change the place of its registered office and file the notice of such change with the registrar in such form and manner and subject to such conditions as may be prescribed and any such change shall take effect only upon such filing.
The Limited Liability Partnership (LLP) may change its registered office from one place to another of following the procedure provided in its LLP agreement. Where the LLP agreement does not provide for such procedure, then, consent of all partners shall be required for shifting of the place of registered office of LLP to another place.
Page Contents
- Procedure and requirements for shifting of registered office of LLP
- Procedure for Registered office shifting of LLP within the same State:
- Procedure for Registered office shifting of LLP from One State to Other State:
- Formats of LLP Agreement or LLP Deed
- Format of Consent of LLP Partner
- Format of Resolution for LLP Registered Office Shifting
- Format of Advertisement in Newspaper by LLP for Registered Office Shifting
- Extract of Rule 17 of Limited Liability Partnership Rules, 2009
Procedure and requirements for shifting of registered office of LLP
| Particulars | LLP Agreement / Consent of partners | Consent of Secured Creditors | Public Notice | Form to be filed |
| Change of office within same State and within jurisdiction of same Registrar
|
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. | No consent Required. | No public notice required. | Form- 15 to be filed with Registrar within 30 days of resolution passed. |
| Change of Office within same State from the jurisdiction of one Registrar to another Registrar | 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. | No consent Required. | No public notice required. | 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 Registrar under whose jurisdiction the registered office is proposed to be shifted. |
| Change of Office from one State to another | 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. | Consent of Secured creditors 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. | Form- 15 to be filed with Registrar within 30 days by complying of rule 17(4) 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. |
Procedure for Registered office shifting of LLP within the same State:
1. Check whether the procedure laid down in the LLP Agreement w.r.t the change of Registered Office, if not, then the consent of all partners shall be required for Registered office shifting.
2. File Form-15 within 30 days from the date of passing of resolution to shifting of Registered office {Form attachment: consent letter(if any) , Proof of Registered office (Electricity bill or Rent agreement along with NOC ) }
3. Execute Supplementary Agreement on shifting of registered office and File Form-3. (Form attachment: Supplementary Agreement)
Procedure for Registered office shifting of LLP from One State to Other State:
1. Check whether there are provisions in the LLP Agreement w.r.t the change of Registered Office, if not, then the consent of all partners would be required for Registered office shifting.
2. Publish a newspaper advt. at least 21 days before filing of Form in One English newspaper and in one vernacular language of state where the registered office was situated.
3. File Form-15 within 30 days by complying of rule 17(4) of LLP Rules, 2009 for shifting of Registered office {Form attachment: consent letter (if any), Proof of Registered office (Electricity bill or Rent agreement along with NOC), Copy of newspaper advt. }
4. Execute Supplementary Agreement on shifting of registered office and File Form-3. (Form attachment: Supplementary Agreement)
5. If the company has secured creditors then consent of secured creditors shall be required.
It may be noted that if there is any conviction, ruling, order or judgment of any court, tribunal or any other authority against the limited liability partnership, the particulars of such prosecutions initiated against or show cause notices received by LLP 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.
Formats of LLP Agreement or LLP Deed
|
LLP Agreement (As per Section 23(4) of LLP Act, 2008) THIS AGREEMENT OF LLP MADE AT CITY, STATE this ……………..Day of ……………..,. BETWEEN 1. NAME OF PARTNER, S/o…………….., residing ……………………, India, Designated Partner which expression shall, unless it be repugnant to the subject or context thereof, include his legal heirs, successors, nominees and permitted assignees and hereinafter called the FIRST PARTY, AND 2. NAME OF PARTNER, S/o ……………………….., residing at……………………………….., India, Designated Partner which expression shall, unless it be repugnant to the subject or context thereof, include his legal heirs, successors, nominees and permitted assignees and hereinafter called the SECOND PARTY, AND 3. NAME OF PARTNER, D/o ……………….., residing AT……………………, Designated Partner which expression shall, unless it be repugnant to the subject or context thereof, include his legal heirs, successors, nominees and permitted assignees and hereinafter called the THIRD PARTY, AND 4. NAME OF PARTNER, S/o ………………, residing at ……………………………, Designated Partner which expression shall, unless it be repugnant to the subject or context thereof, include his legal heirs, successors, nominees and permitted assignees and hereinafter called the FOURTH PARTY, (THEFIRST, THE SECOND, THE THIRD AND THE FOURTHPARTYSHALL BE INDIVIDUALLY REFERRED TO AS A DESIGNATED PARTNER AND COLLECTIVELY REFERRED TO AS THE DESIGNATED PARTNERS AND ALL THE PARTIES SHALL BECOLLECTIVELY REFERRED TO AS “THE PARTIES” THE FIRST, SECOND, THIRD AND FOURTH PARTY SHALL BE COLLECTIVELY REFERRED TO AS DESIGNATED PARTNERS) WHEREAS the First Party is NAME OF PARTNER, S/o ……………….., residing at ………………………………………… WHEREAS the Second Party is NAME OF PARTNER, D/o …………………, residing at ………………………………. WHEREAS the Third Party is NAME OF PARTNER, D/o ……………, residing at …………………….. WHEREAS the Fourth Party is NAME OF PARTNER, S/o ……………………., residing at ……………………………………. NOW all the Parties are interested in forming a Limited Liability Partnership under the Limited Liability Partnership Act, 2008 and that they intend to write down the terms and conditions of the said formation and IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. The Limited Liability Partnership shall be carried on in the name and style of NAME OF LLP and hereinafter called as “the LLP”. 2. The LLP as constituted under this deed shall be deemed to be have commenced on the day of the registrar of LLP issues the Certificate of Incorporation to the LLP; 3. The LLP shall have its registered office at ADDRESS OF REGISTERED OFFICE and/or at such other place or places, as shall be agreed to by the majority of the partners from time to time. 4. The initial Contribution of the LLP shall be Rs. 1,00,000/- (Rupees One Lakh Only) which shall be contributed by the Partners . Any further Contribution, if any required, by the LLP shall be brought in by the Partners in the proportion as decided by Designated Partner& Partners. 5. The business of the LLP shall be to Manufacture and export of designer ladies dresses and sale mainly by Online. 6. All the immovable properties purchased by LLP shall be clear, marketable and free from all encumbrances. 7. The net profits of the LLP arrived at after providing for payment of remuneration, if any, to the working partners and interest to partners on the loan given by them, shall be divided between the partners in their profit sharing ratio. 8. The losses of the LLP including loss of capital, if any, shall be borne and paid by the Partners in their profit sharing ratio. 9. Each partner may draw out of the Partnership Funds as drawings from the credit balance of his/her account sum of money as may be mutually agreed from time to time. 10. The partners may decide to add/modify any other business in the LLP with mutual consent. Admission of New Partner 11. A new Partner will be inducted with the consent of all the existing partners. Such incoming partner shall give his/her prior consent to act as Partner of the LLP. 12. The Contribution of the partner may be tangible, intangible, moveable or immoveable property and the incoming Partner shall bring in capital contribution as mutually decided by all the Partners. 13. Unless all the Partners agree otherwise, the profit sharing ratio of any partner admitted in the LLP will be in proportion to his or her contribution in the LLP. 14. None of the partners can divert his/her share to an outsider; the first option to buy the share of the other partner will be of the existing/ remaining partner. Rights of Partner 15. All the partners hereto shall have the rights, title and interest in all the assets and properties in the LLP in the proportion of their Contribution. 16. Every partner has a right to have access to and to inspect and copy any books of the LLP. 17. Each of the parties hereto shall be entitled to carry on their own, separate and independent business as hitherto they might be doing or they may hereafter do as they deem fit and proper and other partners and the LLP shall have no objection thereto provided that the said partner has intimated the said fact to the LLP before the start of the independent business and moreover he shall not use the name of the LLP to carry on the said business. 18. If any partner shall advance any sum of money to LLP over and above his/her due contribution to Capital, the same shall be a debt due from LLP to the partner advancing the same and shall carry simple interest at the rate decided by the partners unanimously. 19. The LLP shall have perpetual succession, death, retirement or insolvency of any partner shall not dissolve the LLP. 20. On retirement of a partner, the retiring partner shall be entitled to full payment in respect of all his/her rights, title and interest in the LLP as herein provided. However, upon insolvency of a partner, his or her rights, title and interest in the LLP shall come to an end. 21. Upon the death of any of the partners herein any one of his or her heirs will be admitted as a partner of the LLP in place of such deceased partner with the permission of all remaining partners as on date. The heirs, executors and administrators of such deceased partners shall be entitled to and shall be paid the full payment in respect of the right, title and interest of such deceased partner. 22. On the death of any partner, if his or her heir or heirs opts not to become the partner, the surviving partners shall have the option to purchase the contribution of the deceased partner in the LLP. Duties of Partners 23. Each partner shall be just and faithful to the other partners in all transactions relating to the LLP. 24. Each partner shall render true accounts and full information of all things affecting the limited liability partnership to any partner or his/her legal representatives. 25. Every partner shall account to the limited liability partnership for any benefit derived by him/her without the consent of the limited liability partnership from any transaction concerning the limited liability partnership, or from any use by him/her of the property, name or any business connection of the limited liability partnership. 26. Every partner shall indemnify the limited liability partnership and the other existing partner for any loss caused to it by his/her fraud in the conduct of the business of the limited liability partnership. 27. In case any of the Partners of the LLP desires to transfer or assign his/her interest or shares in the LLP he/she can transfer or assign his/her share with the consent of all the Partners. 28. No partner shall without the written consent of other partners :– I. Engage or except for gross misconduct, dismiss any employee of the partnership II. Employ any money, goods or effects of the LLP or pledge the credit thereof except in the ordinary course of business and upon the account or for the benefit of the LLP. III. Enter into any bond or becomes surety or security with or for any person or do knowingly cause or suffer to be done anything whereby the Partnership property or any part thereof may be seized. IV. Assign, mortgage or charge his or her share” in the Partnership or any asset or property thereof or make any other person a partner therein. V. Engage directly or indirectly in any business competing with that of the limited liability partnership. VI. Lend money or give credit on behalf of the LLP or to have any dealings with any persons, LLP or firm whom the other partner previously in writing have forbidden it to trust or deal with. Any loss incurred through any breach of provisions shall be made good with the LLP by the partner incurring the same. VII. Compromise or compound or (except upon payment in full) release or discharge any debt due to the LLP except upon the written consent given by the other partner. Meeting 29. The meeting of the Partners may be called by giving 3 days notice in writing or by Email/Telephone. If for any reason, a meeting has to be called with a shorter notice, then it should be ratified by all the partners in the meeting or otherwise. 30. The matters related to the LLP shall be decided by a resolution passed by a majority in number of the partners, and for this purpose, each partner shall have one vote. 31. The meeting of Partners shall ordinarily be held at the registered office of the LLP or at any other place as per the convenience of partners. 32. The limited liability partnership shall ensure that decisions taken by it are recorded in the minutes within 30 days of taking such decisions and are kept and maintained at the registered office of the LLP. Duties of Designated Partner 33. Each partner shall each of the partners shall give time and attention as may be required for the fulfillment of the objectives of the LLP business and they all shall be the working partners. 34. Any Partner and his/her authorized representative shall act as the Designated Partner of the LLP in terms of the requirement of the Limited Liability Partnership Act, 2008. 35. The Designated Partners shall be responsible for the doing of all acts, matters and things as are required to be done by the limited liability partnership in respect of compliance of the provisions of this Act including filing of any document, return, statement and the like report pursuant to the provisions of Limited Liability Partnership Act, 2008. 36. The Designated Partners shall be responsible for the doing of all acts arising out of this agreement. 37. The LLP shall pay such remuneration to the Designated Partner as may be decided by the majority of the Partners, for rendering his/her services as such. 38. The LLP shall indemnify and defend its partners and other officers from and against any and all liability in connection with claims, actions and proceedings (regardless of the outcome), judgment, loss or settlement thereof, whether civil or criminal, arising out of or resulting from their respective performances as partners and officers of the LLP, except for the gross negligence or willful misconduct of the partner or officer seeking indemnification. Cessation of existing Partners 39. Partner may cease to be partner of the LLP by giving a notice in writing of not less than 90 days to the other partners of his/her intention to resign as partner, subject to the condition that all borrowed funds are re-paid with interest. 40. No majority of Partners can expel any partner except in the situation where any partner has been found guilty of carrying of activity/business of LLP with fraudulent purpose. 41. The LLP can be wounded up with the consent of all the partners subject to the provisions of Limited Liability Partnership Act 2008. Extent of Liability of LLP The LLP is not bound by anything done by a partner in dealing with a person if— I. The partner in fact has no authority to act for the LLP in doing a particular act; and II. The person knows that he/she has no authority or does not know or believe him/her to be a partner of the LLP. Miscellaneous Provisions 42. The limited liability partnership shall indemnify each partner in respect of payments made and personal liabilities incurred by him/her— I. In the ordinary and proper conduct of the business of the limited liability partnership; or II. In or about anything necessarily done for the preservation of the business or property of the limited liability partnership. 43. The books of accounts of the firm shall be kept at the registered office of the LLP for the reference of all the partners. They shall be audited and filled with the respective authorities as per requirement of the laws. 44. The accounting year of the LLP shall be from 1st April of the year to 31st March of subsequent year. The first accounting year shall be from the date of commencement of this LLP till 31st March of the subsequent year. 45. It is expressly agreed that the bank account of the LLP shall be operated by all Parties either jointly or severally. 46. All disputes between the partners or between the Partner and the LLP arising out of the limited liability partnership agreement which cannot be resolved in terms of this agreement shall be referred for arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 (26 of 1996). 47. Wherever this agreement is silent, Schedule 1 of the LLP Act, 2008 will apply. This LLP agreement can be modified with the consent of all partners. IN WITNESS WHEREOF the parties have put their respective hands the day and year first herein above written. Signed and delivered by the NAME OF LLP NAME OF PARTNER NAME OF PARTNER NAME OF PARTNER NAME OF PARTNER Witness: a) Name:______________________________________ b) Name:_______________________________________ c) Name:_______________________________________ d) Name:_______________________________________ (THIS IS A SPECIMEN PLEASE BE NOTED THAT LLP AGREEMENT MAY CHANGE AS PER THE TERMS AGREED) |
Format of Consent of LLP Partner
|
CONSENT OF PARTNER I, NAME OF PARTNER, Designated Partner of NAME OF LLP, LLPIN: ………………. having registered office at ……………………………………, hereby give my consent to change registered office of LLP pursuant to section 13 of the Limited Liability Partnership Act, 2008 from …………………………… to ……………………………………… Date: (SIGNATURE) |
Format of Resolution for LLP Registered Office Shifting
|
RESOLUTION FOR R/O SHIFTING (ON THE LETTER HEAD OF LLP) CHANGE OF ADDRESS OF LLP “RESOLVED THAT pursuant to the provisions of Section 13 of the Limited Liability Partnership Act, 2008 read with Rule 17 of LLP (Incorporation of LLP) Rules, 2009 and other applicable provisions, if any, of the Limited Liability Partnership Act, 2008 and Clause….. of the LLP Agreement dated …………., be and is hereby accorded to shift the registered office of the LLP from ………………………….to ……………………….. w.e.f. ………………………… as agreed upon by the Designated Partner(s)/partner(s) of the LLP. “FURTHER RESOLVED THAT the LLP Agreement be amended accordingly in order to give effect to the above resolution.” “FURTHER RESOLVED THAT any of the designated partner be and is hereby authorized to sign necessary documents, forms, do necessary filings with the Registrar of Companies and to do any such acts and deeds that may be necessary in this regard.” Signed and delivered by the SIGNATURE |
Format of Advertisement in Newspaper by LLP for Registered Office Shifting
|
NEWSPAPER ADVERTISEMENT Before the Central Government In the matter of sub-section (3) of Section 13 of Limited Liability Partnership Act, 2008 and rule 17 of the Limited Liability Partnership Rules, 2009 In the matter of the Limited Liability Partnership Act, 2008, Section 13 (3) AND In the matter of NAME OF LLP having its registered office at ……………………………………………………………………………………….. Petitioner Notice is hereby given to the General Public that the LLP proposes to make a petition to Registrar of Companies, ………………… under section 13 (3) of the Limited Liability Partnership Act, 2008 seeking permission to change its Registered office from the state of “………………….” to the state of “…………….”. Any person whose interest is likely to be affected by the proposed change of the registered office of the LLP may deliver or cause to be delivered or send by Registered post of his/her objections supported by an affidavit stating the nature of his/her interest and grounds of opposition supported by an affidavit to the Registrar of Companies, ……………….., , within 21( twenty one) days from the date of publication of this notice with a copy to the petitioner LLP at its registered office at the address mentioned above. For and on behalf of Sd/- NAME (Designated Partner) ADDRESS: Date: Place: |
Extract of Rule 17 of Limited Liability Partnership Rules, 2009
17(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.
(2) 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, along with fee.
(3) 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.
(4) Where the change in place of registered office is from one state to another state, the limited liability partnership 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.
(5) Where the change in place of registered office is from one place to another place within the state from the jurisdiction of one Registrar to the jurisdiction of another Registrar or from one state to another state, the limited liability partnership shall file the notice in Form 15 with the Registrar from where the limited liability partnership 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.
Disclaimer– The article is based on the relevant provisions and as per the information existing at the time of the preparation. In no event Author shall be liable for any direct and indirect result from this article. This is only a knowledge sharing initiative. The Author can be reached at 9654500640.
Author Bio
Need to understand which Registrar is being referred to here (where …… is mentioned) in the following:
“Any person whose interest is likely to be affected by the proposed change of the registered office of the LLP may deliver or cause to be delivered or send by Registered post of his/her objections supported by an affidavit stating the nature of his/her interest and grounds of opposition supported by an affidavit to the Registrar of Companies, ……………….., , within 21( twenty one) days from the date of publication of this notice with a copy to the petitioner LLP at its registered office at the address mentioned above.”