All you need to know about the procedure regarding Change in LLP’s Registered Office Address

In the dynamic business world, companies often undergo various changes to adapt to new circumstances, expand their operations, or streamline their processes. One such change that a Limited Liability Partnership (LLP) may encounter is the alteration of its registered office address. The registered office serves as the official address of the LLP, and any change in this address carries legal implications and procedural requirements. In this article, we will explore the significance of Change in LLP’s Registered Office Address and the steps involved in the process.

What is Limited Liability Partnership?

A Limited Liability Partnership (LLP) is a form of alternative corporate business structure that combines the advantages of a company’s limited liability with the flexibility of a partnership. Even if the partners change, the LLP can continue to exist. It has the ability to enter into contracts and own property in its own right. The LLP is a separate legal organisation with full accountability for its assets, but the partners’ liability is limited to their agreed-upon contribution to the LLP. Furthermore, no partner is liable for the autonomous or unauthorised activity of other partners; thus, individual partners are shielded from shared liability stemming from another partner’s illegal business decisions or fraud.

An agreement between the partners, or in the case of an LLP, between the partners and the LLP, governs the reciprocal rights and obligations of the partners in an LLP. On the other hand, the LLP, as a separate entity, is not excused from responsibility for its other obligations. An LLP is referred to as a “hybrid” between a corporation and a partnership since it combines elements of both a “corporate structure” and a “partnership firm structure.”

Advantages of Limited Liability Partnership (LLP) Registration

The following are some advantages of creating an LLP:

• The cost to register an LLP is relatively low.
• LLP like companies have a distinct legal identity as well.
• Each partner’s liability is solely capped at the amount of their individual contribution.
• An LLP can be created for a comparatively small fee.
• Compliance burden is lessened
• LLP combines the benefits of both a partnership and a company.

Requirements before registering a Limited Liability Partnership (LLP)

To create an LLP, take note of the basic checklist below:

• A minimum number of Two Designated Partners: Partners are the LLP’s owners and its managers, and they must be private individuals. Additionally, at least one of the partners must live in India.
• Maximum Number of Partners: The maximum number of partners for an LLP is unrestricted. The number of partners is hence unlimited.
• Pan Card: All partners must have their own PANs in order to proceed with becoming LLP partners; failure to do so will result in disqualification.
• Digital Signature Certificate (DSC): For at least one Designated Partner, a Digital Signature Certificate (DSC) is required: To digitally sign the e-forms necessary to create an LLP, at least one of the partners must have a DSC.
  If you don’t already have DSC, you can contact Legal Window to get it for a very low price.
• Registered Office: To start your business operations after forming an LLP, you must have a location designated as your Registered Office. The Registered Office may be a home or business location that is either owned or rented.

Let us know move on to discuss about the Change in LLP’s Registered Office Address, however it is equally important to also look into the reasons why the Change in LLP’s Registered Office Address takes place.

Reasons for Changing the LLP’s Registered Office Address

The following are the reasons for changing the LLP’s registered office address:

• Expansion or Relocation: An LLP may decide to change its registered office address due to the expansion of its operations or relocation to a more favorable location. This could be driven by factors such as proximity to target markets, access to resources, cost-effectiveness, or improved infrastructure.
• Operational Convenience: Sometimes, an LLP may find it necessary to change its registered office address to enhance operational efficiency. For example, if the current address is inconvenient for employees or clients to access, the LLP may opt for a more accessible location to streamline its operations.
• Legal and Regulatory Requirements: Changes in legal or regulatory requirements can also prompt an LLP to modify its registered office address. This could arise from alterations in the jurisdiction’s laws, compliance obligations, or tax considerations. In such cases, the LLP must align its registered office address with the updated legal

Change In LLP’s Registered Office Address

Anywhere in India can be residence to a Registered. However, it is possible that an LLP will seek to move its registered office from one location to another on occasion. The management of more workers and business expansion may be the cause for the change of registered office. In certain circumstances, an LLP may:

• Relocating the registered office to the same state and under the same registrar’s authority, or
• Change the jurisdiction of one Registrar’s jurisdiction over the registered office while keeping it in the same state.
• Transfer registered office to a different state

In accordance with the terms outlined in its LLP Agreement, an LLP may relocate its registered office. However, if a procedure is not covered by the LLP Agreement, then all parties must agree to it.

Changes in addresses can be requested by filing LLP Form-15 and LLP Form-3 after obtaining the appropriate legal approval from partners and creditors.

Documents Needed to Change the Registered Office of an LLP

When submitting paperwork to alter the registered office, the following documents must be maintained on hand because they will be attached:

• Evidence of the new office’s address
• Rent Agreement, if a lease for the new office has been signed
• A legally binding certificate of no objections from the owner or the landlord.

Changing an LLP’s Registered Office in the Same State

The following steps must be followed to modify an LLP’s registered office within the same state:

• Hold a meeting and pass a resolution approving the change in registered office to secure the agreement of all partners.
• Make the necessary changes to the LLP Agreement and include them in the extra document.
• Within 30 days of moving the registered office, notify the Registrar of Companies by submitting Form-15 (Notice of Change of Place of Registered Address).
• Additionally, submit Form 3 (Information with relation to the LLP Agreement) to the ROC together with the required filing fee.
• Make any necessary adjustments to documents, stationery, signboards, letterheads, and locations where the registered office of the LLP is listed once the authorisation is obtained from the ROC by filing the aforementioned forms.

Changing an LLP’s Registered Office Address from One State to Another

The following is the procedure for changing an LLP’s registered office from one state to another:

• Conduct a meeting and pass a resolution to obtain the consent of all partners and secured creditors (if any).
• Make a supplementary LLP Agreement that includes the information about the change in registered office.
• Publish a general notice stating notice of change in registered office of the LLP in a daily newspaper published in English and the principal language of the district in which the registered office of the LLP is located at least 21 days before filing any notice with the Registrar.
• Inform the Registrar of Companies by filing LLP Form-15 (Notice of Change of Place of Registered Address) with all required documentation within 30 days of changing the registered office.
• Additionally, file LLP Form-3 (Information Regarding the LLP Agreement) with the ROC, together with the specified fee.
• Once the ROC has granted approval by filing the above forms, make any necessary modifications to documents, stationery, signboards, letterheads, and places where the LLP’s registered office is listed.

Key Considerations to be kept in mind while Change In LLP’s Registered Office Address

While changing the registered office address, LLPs should keep the following considerations in mind:

• Legal Compliance: Ensure compliance with the relevant provisions of the Limited Liability Partnership Act, 2008, and the LLP Agreement while changing the registered office address.
• Notice Period: LLPs must adhere to the prescribed notice period for publishing the newspaper advertisement regarding the change in address.
• Intimation to Authorities: It is essential to inform various authorities, such as the Income Tax Department, banks, and other statutory bodies, about the change in the registered office address to avoid any disruptions in correspondence or legal matters.
• Post Change Verification: After updating the registered office address, the LLP should verify the change on the Ministry of Corporate Affairs (MCA) website to ensure that the new address is correctly reflected in the official records.

Penalties for failing to comply with the Procedural requirement of changing the registered office of the LLP

If it is discovered that the LLP did not follow the procedural requirements for changing the registered office of the LLP, the LLP and its partners shall face a minimum penalty of Rs. 2000 and a maximum penalty of Rs. 25,000.

Conclusion

Changing the registered office address of an LLP is a significant step that requires careful planning and adherence to legal requirements. By following the prescribed process and considering the key considerations mentioned above, an LLP can smoothly transition to its new registered office address.

It is always advisable to seek professional assistance or consult Legal Window’s Experts to ensure compliance and avoid any complications during the change process.