Cardiff Services

Registered Office of LLP

Registered Office of LLP

The Registered Office of a Limited Liability Partnership (LLP) is the official address of the LLP recorded with the Registrar of Companies (ROC). All statutory communications, legal notices, and correspondence from regulatory authorities are sent to this address.

  • The registered office determines the jurisdiction of the ROC under which the LLP falls.

  • It must be a physical address in India, capable of receiving official communications.

  • Any change in the registered office of an LLP must be notified to the ROC within the prescribed time by filing the required forms.

  • The registered office address is also displayed on the LLP’s letterhead, invoices, and official publications.

Features of Registered Office of LLP

  • An LLP is a separate legal entity from its partners and enjoys perpetual succession.

  • Every LLP must have a registered office capable of receiving and acknowledging all communications and legal notices.

  • The LLP may change its registered office from one place to another by following the procedure laid down in the LLP Agreement.

  • If the LLP Agreement does not specify, then the procedure under the LLP Act & Rules shall be followed.

  • If the change of registered office takes place within the same state and jurisdiction (ROC), consent of all partners must be obtained. Notice of change must be filed with the Registrar in Form LLP 15 within 30 days.

  • If the registered office is shifted from one state to another, consent of all partners is mandatory. In addition, a general notice must be published in English and vernacular newspapers in the district of the new office. Consent of secured creditors, if any, is also required. Notice of change must be filed in Form LLP 15 within 30 days.

  • A Supplementary Agreement in Form LLP 3 must also be filed with the Registrar within 30 days of such change.

Documents Required to Change Registered Office of LLP

Following is the broad list of documents required for change in Registered Office of LLP:

  1. Proof of changed address – Utility Bill (not older than 2 months) or Rent Agreement, if applicable.

  2. Consent Letter of Partners / Resolution passed in the Meeting of Partners.

  3. Copy of the minutes of the Partners’ Meeting.

  4. No Objection Certificate (NOC) from the owner of the premises.

  5. Copies of General Notice published in newspapers, in case of shifting of registered office from one state to another.

  6. Consent Letter of secured creditors, if applicable.

  7. Initial LLP Agreement.

  8. Supplementary LLP Agreement.

Procedure for Change in Registered Office of LLP

Step 1: Review LLP Agreement

  • Check if the LLP Agreement contains provisions regarding change of registered office.

  • If silent, the procedure under the LLP Act, 2008 and LLP Rules, 2009 will apply.

Step 2: Obtain Consent of Partners

  • Convene a meeting of partners.

  • Pass a resolution/obtain consent for shifting the registered office of the LLP.

Step 3: Obtain NOC from Property Owner

  • If the new office is rented, obtain a No Objection Certificate (NOC) from the landlord.

  • Attach the Rent Agreement/Lease Deed as supporting proof.

Step 4: Publish Public Notice (if shifting across State)

  • If the registered office is shifted from one state to another:

    • Publish a general notice in both an English and vernacular newspaper.

    • Mention details of the new office and effective date.

Step 5: Secure Creditors’ Consent (if applicable)

  • Obtain consent letters from secured creditors, if any, confirming no objection to the change.

Step 6: File e-Form LLP-15

  • File Form LLP-15 with the Registrar of Companies (ROC) within 30 days of resolution/consent.

  • Attach supporting documents like utility bill, NOC, rent agreement, and copy of the resolution.

Step 7: File Supplementary LLP Agreement

  • If change requires alteration in LLP Agreement, file Form LLP-3 with a copy of the Supplementary Agreement within 30 days.

Step 8: Update Records

  • Make an entry in the LLP records/register to reflect the new registered office address.

Frequently Asked Questions

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