LLP Registered Office Change
Each registered office of a Limited Liability Partnership (LLP) serves as its address for all communications and legal correspondence. A registered office is the place where an LLP conducts all its formal business activities and maintains proper legal records. Individuals may wish to change LLP registration office for various reasons, for example operational efficiency, business expansion or strategic relocation.
This article written by Blacktie Legal Services India LLP explains in detail about your LLP registered office change and some of its aspects such as benefits, documents and procedure.
Free Consultation by Expert
Legal Framework: Limited Liability Partnership Act, 2008
The LLP Registered Office Change in India has been introduced by the government through the Limited Liability Partnership Act, 2008 for citizens. This law sets out the procedural requirements and compliance that an LLP must follow when making changes such as changes of its registered office.
Reasons for Changing the Registered Office
There are many reasons behind LLP Registered Office Change, which are mentioned in a good manner.
- Business Expansion: Moving into a larger board to accommodate your ongoing business.
- Strategic Location: Shifting your business to a place with good business prospects.
- Operational Efficiency: Relocating your business to a location that can reduce operating costs.
- Regulatory Requirements: Sometimes due to regulatory changes in business, registered office may need some changes.
- Lease Expiry: The LLP register office may be changed in view of the expiry of the lease agreement of the current office premises.
Advantages of Changing the Registered Office from an LLP
With the help of LLP Registered Office Change, businesses can get many advantages which we have mentioned below.
- Business Growth: If you move your business to a bigger or strategically better location, your chances of getting growth in business are significantly reduced and you can get help in expansion.
- Cost Efficiency: By shifting to a more cost effective location you can see a great level of decrement in your operating costs.
- Better Accessibility: The new location significantly improves accessibility options for customers, clients and stakeholders.
- Regulatory Compliance: Changing the registered office ensures that the LLP remains compliant with all regulatory requirements if the current office no longer meets the legal criteria.
- Enhanced Image: By shifting to a prestigious or central location one can see a good level of enhancement in the corporate image and brand of the LLP.
Documents Required for Changing the Registered Office from an LLP
LLP Registered Office Change requires many tarah documents but the process can be taken forward, we have mentioned below:
- Resolution of Partners: Copy of the resolution passed by the partners
- Proof of New Address: The lease agreement that is signed between the two parties, your lease utility bill or any other document that can prove your registered office address.
- Consent Letters from Creditors: A consent letter between two creditors (if applicable)
- Newspaper Advertisement: Copies of all newspaper advertisements to be advertised in English and regional language newspapers.
- LLP Agreement: The amended LLP Agreement is of great help in showing the address of the new registered office.
Procedure for Changing the Registered Office from an LLP
The process of changing the LLP Registered Office Change is classified depending on whether the change is within the same state, from one state to another, or within the same city and we have explained the step-by-step process has been mentioned below:
1. Change within the Same City
Step 1: Partners’ Meeting and Resolution
- First of all you convene a meeting of partners
- Approve the proposal for change of registered office
- Authorize a well-designed partner to file your crucial form with the Registrar of Companies (ROC)
Step 2: Filing Form LLP-3
- You must file your Form LLP 3 with the ROC within 30 days of the proposal being passed.
- Attach your resolution as a supporting document.
Step 3: Filing Form LLP-15
- You must first file Form LLP-15 informing the change in your registered office.
- Also attach proof of your new office address to Form 15.
Step 4: Update Statutory Records
- Update the LLP agreement by attaching it to your newly registered address.
- Notify all your relevant stakeholders and update your legal records.
2. Change from One State to Another
Step 1: Partners’ Meeting and Resolution
- You should first hold a meeting with all your partners.
- Pass the proposal made by you for change of registered office.
- Authorize a designated partner to file your essential forms with the ROC.
Step 2: Filing Form LLP-3
- Submit your Form LLP-3 to ROC within 30 days of approval of your proposal.
- Attach the resolution as a supporting document.
Step 3: Filing Form LLP-15
- File Form LLP 15 with ROC giving information about change of registered office.
- Attach the address proof of your newly registered office for example lease agreement etc.
Step 4: Newspaper Advertisement
- Publish a notice about your new and old registered office in the daily newspaper
- Paste the copy of LLP 15 form in that newspaper.
Step 5: Update Statutory Records
- Include the new registered office address in the LLP agreement.
- Notify all the concerned parties and revise all the statutory registers.
3. Change from One State to Another
Step 1: Partners’ Meeting and Resolution
- Manage a meeting with partners.
- Go with a resolution to change the registered office.
- Authorize a well-designed partner to file your crucial form with the Registrar of Companies (ROC).
Step 2: Filing Form LLP-3
- Do not forget to file LLP-3 with ROC within a period of 30 days from the passing of the said resolution.
- Include the resolution as one of the documents in the annexures.
Step 3: Filing Form LLP-15
- In this case of change of registered office, Form LLP-15 has to be filed with the ROC.
- Enclose proof of the new office address, for example, lease agreement or a utility bill.
Step 4: Newspaper Advertisement
- Place a notice in the daily newspaper in English and local language and the papers should include the old and new address fields.
- The name of the company should be written on the advertisement and newspaper cutting should also be attached along with Form LLP-15.
Step 5: Consent from Creditors
- Share the LLP books with the creditors of the LLP and seek their consent.
- Enclose the consent agreement with Form LLP-15.
Step 6: Filing Form LLP-23
- Form LLP-23 has to be filed with the ROC of the old state to pass the resolution and then get the new registration.
- Apart from the business performance report, attach the newspaper advertisement that was used to announce the meeting and consent of the creditors.
Step 7: Confirmation from RoC
- Once approval is obtained from the ROC of the old state, that approval must be registered with the new ROC of the new state.
- Prepare Form LLP-3 and Form LLP-15 once again with the RoC of the newly selected state.
Step 8: Update Statutory Records
- The new registered office address has to be updated in the LLP agreement.
- Notify all appropriate stakeholders about the change of shares, and record the change in the statutory registers.
Conclusion
In conclusion, LLP Registered Office Change in India involves several crucial steps, including board resolutions, filing forms with the ROC, and updating records. Ensuring compliance with all legal requirements is essential to avoid penalties. For a seamless transition, consider seeking professional assistance from Blacktie Legal Services India LLP, which can provide expert guidance throughout the process.
What we can offer ?
Blacktie Legal Services India LLP can offer several valuable services to help you with the process. Here’s what some Blacktie might offer regarding LLP registered office change:
Assistance with paperwork and filing:
- Form Preparation: We can help you fill out Form LLP-15, the application form required to notify the Registrar of Companies (ROC) about the change of address.
- Document Collection and Verification: Blacktie can help gather necessary documents like proof of new address (rent agreement, utility bill) and No Objection Certificate (NOC) from your landlord. They might also verify the documents for accuracy before submission.
- Online Filing: We can assist with electronically filing Form LLP-15 and other related documents on the MCA portal.
Guidance and Support:
- Understanding the Process: Blacktie Legal Services India LLP can explain the entire process of changing the registered office, including the legalities and timelines involved.
- Compliance and Regulations: Blacktie can ensure you comply with all the legal requirements and regulations set forth by the Ministry of Corporate Affairs (MCA).
- Representation: In some cases, we might represent you before the ROC if any clarifications or issues arise during the process.
Additional Services:
- Drafting Board Resolution: We can help draft a resolution for your LLP partners’ meeting to approve the change of address.
- Intimation to other Authorities: We might assist in notifying other relevant authorities like the bank or tax department about the updated registered office address..