Introduction

The registered office of a Limited Liability Partnership (LLP) is its official address used for all legal and regulatory communications. Any change in the registered office must be carried out in accordance with the provisions of the Limited Liability Partnership Act, 2008 and relevant LLP Rules, 2009. The change must be properly authorized, documented, and communicated to the Registrar of Companies (ROC) through prescribed forms. This article outlines the detailed procedure to change the registered office of an LLP in India.

Decision by Partners

The process begins with a formal decision by the partners of the LLP. A resolution must be passed approving the change of registered office. If the LLP Agreement provides guidelines for such a change, those terms must be followed. Otherwise, all partners must consent to the change through a mutual resolution.

Check the LLP Agreement

The LLP Agreement often contains specific clauses about changing the registered office. These may include procedures, consent requirements, or restrictions. If the agreement does not cover this aspect, all partners’ consent is needed. If the agreement itself requires updating due to the address change, this must be done via Form 3.

Types of Address Changes

The change of registered office can be categorized as:

1. Within the same state and ROC jurisdiction
   
2. Within the same state but different ROC jurisdiction
   
3. From one state to another state
   

Each type involves different levels of documentation and procedural requirements.

Change Within the Same State and Jurisdiction

If the new address is within the same state and ROC jurisdiction, the LLP needs to file Form 15 with the ROC. This form must be filed within 30 days of the decision. Supporting documents like the partner resolution, consent of partners, and proof of new address (such as utility bill or rent agreement) must be attached.

Change Within the Same State but Different ROC Jurisdiction

If the change involves a different ROC jurisdiction within the same state, the LLP must:

• File Form 15 with both the current and new ROC.
  
• Publish a general notice of the change in at least one daily newspaper in English and one in the regional language, both circulating in the district of the old registered office.
  
• Provide documentary evidence and partner consent.
  

Change from One State to Another

For an inter-state change, the process is more elaborate:

• Approval must be obtained from all partners.
  
• A public notice must be published in newspapers at least 21 days before filing Form 15.
  
• The LLP must file Form 15 with the current ROC and also intimate the new ROC after the change.
  
• The LLP Agreement may also require alteration and should be filed through Form 3.
  

Required Documents for Filing

Key documents required include:

• Resolution of partners approving the change.
  
• Consent of all partners.
  
• Proof of new address (electricity bill, rent agreement, or property ownership papers not older than two months).
  
• Newspaper advertisement (if required).
  
• Updated LLP Agreement, if amended.
  

Filing Forms with MCA

The LLP must submit:

• Form 15 for change of registered office.
  
• Form 3 if there is any amendment to the LLP Agreement.
  

All forms must be filed with the Ministry of Corporate Affairs (MCA) via the MCA21 portal with digital signatures of the designated partners.

Effectiveness and Record Update

Once approved, the Registrar of Companies (ROC) updates the official records. The new address becomes effective from the date mentioned in the form or as approved by the ROC. It is advisable to update the address on letterheads, GST registration, PAN, TAN, and other statutory records immediately.

Conclusion

Changing the registered office of an LLP is a structured legal process that varies depending on the type of move—within the same jurisdiction, across jurisdictions, or across states. Proper authorization, timely filings, and documentation are crucial to ensure a smooth transition and compliance. The LLP must also update all statutory records and communicate the change to stakeholders to maintain transparency and avoid disruptions in official communication.

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