Changing Registered Office of LLP
The Limited Liability Partnership (LLP) model is a modern and flexible form of business introduced to cater to the needs of professionals, small enterprises, and entrepreneurs. Created under the LLP Act of 2008, it aims to provide an efficient legal framework for organizing and running a business where each partner enjoys limited liability.
The LLP structure is designed to foster a transparent and responsible business environment. Unlike traditional partnerships where each partner could be held accountable for another’s mistakes, the LLP ensures that one partner’s liability does not extend to the misconduct or negligence of another partner.
With minimal compliance requirements, easy formation processes, and limited personal liability, LLPs represent a future-forward business model that nurtures entrepreneurship and partnership in a dynamic and globalized market.
Reasons for Changing Registered office
Business Expansion: As the LLP grows, it may need a larger space or a more strategic location that aligns with its expanding operations. A new office location can offer better infrastructure, improved accessibility, or a presence in a more commercially advantageous area.
Cost-Effectiveness for business: Relocating the registered office of company/LLP might be driven by the need to reduce operational costs of business. Shifting to a location with lower rent, reduced overheads, or favorable tax benefits can be a financial advantage for the LLP.
Operational Efficiency: Moving to a new location improves the overall efficiency of its day-to-day operations, reducing travel time, improving coordination among teams, or providing access to better technology and resources.
Target Market Accessibility: If the LLP decides to focus on a different geographic region or demographic, moving the registered office closer to its target market may improve service delivery and customer engagement.
Change in Registered office of LLP
LLP can shift its Registered office from one location to another location. Business expansion, Cost efficiency, Operational Efficiency may cause for change in registered office of company. LLP may-
- Shift registered office from one state to another state
- Change jurisdiction one registrar over another jurisdiction while keeping in it same state
- Change registered office in same state under same authority
In accordance with the LLP Agreement, LLP may relocate its registered office as per above. If in case not specifically mentioned in LLP agreement then all parties must agreed for same.
Applicable forms for same
For change in Registered office of LLP same must be intimate to registrar authority through prescribe forms:
- Form LLP-15: this form aims filing an application for change in registered office of company.
- Form LLP-3: to give details for amendment in LLP agreement.
Change in Same state
- To hold meeting and pass a resolution by the partners of the LLP. All partners must agree to the change, and the resolution state the new address of the registered office.
- Make some necessary changes in LLP agreement.
- After passing the resolution, the LLP must file Form 15 with the ROC. It shall be filed within 30 days from the date of passing the resolution.
- Along with form 15 file form LLP-3 (intimation of LLP Amendment) to ROC
- Once the change in the registered office is approved by the ROC, the LLP should update its letterhead, signboards, and any other official documents to reflect the new registered office address.
Documents required
- Resolution or consent from partners approving the change in the registered office.
- LLP Agreement needs to be amended to reflect the new office address and signed by the partners.
- Proof of the new office address must be submitted which is Rent Agreement (if the office is rented) or Ownership Documents (if owned)
- If office is a rented property, an NOC from the owner is required.
Points to be consider before change
Approval from Partners: Resolution must be passed by the partners of the LLP approving the new of registered office address. (before taking consent from partners must review LLP agreement).
Filing Form with Registrar within time: LLP is required to file LLP-15 form with the ROC within 30 days of passing the resolution.
Amend new address to LLP Agreement: Amend new address to LLP Agreement, by filing Form LLP-3 with the ROC for this purpose.
Intimation to Stakeholders: The LLP should notify all stakeholders of LLP (clients, vendors, banks, and government authorities) for smooth business operations.
No Pending Legal Obligations: There are no any ongoing legal disputes or regulatory obligations associated with the current registered office.
Update Address: Once the registered office has been changed, the LLP must update its address on all statutory documents of LLP. Also on letterheads, invoices, website, and other communications.
Ensure Regional ROC Jurisdiction: If the registered office is being moved to a different state, the LLP will fall under a different ROC jurisdiction, and additional filings and procedures may be required, such as filing Form LLP-23 for interstate changes.
Conclusion
Changing registered office of LLP is significant process requires proper planning and comply with regulatory requirement. It involves securing approval from partners, ensuring compliance with filing requirements, updating statutory documents, and notifying relevant stakeholders. Whether moving within the same state or to a different jurisdiction, it’s essential to stay informed about local regulations and ensure that the new office location is suitable for business operations.
It is always advisable to seek professional assistance for regulatory compliance process. And consult Company suggestion experts to ensure the compliances and avoid the compliances and non-consequences during the process.
