How to Change the Registered Office Address of an LLP?

Introduction

Every LLP that is incorporated must have a registered office. A registered office is the primary place where all official correspondence and legal notices are sent. A registered office can be located anywhere in the country. A LLP can also have a corporate office, an administrative office, or a branch office.

A LLP can change the location of its registered office within or outside of the local jurisdiction of any city, town, or village, or from state to state. The change of registered office shall be notified to the Registrar of Companies. The change in registered office shall also be notified in the LLP Agreement and shall be filed within 30 days. In this article, we will provide a step-by-step guide on how to change the registered office address of an LLP.

What is an LLP?

An LLP is a business structure that combines the advantages of a partnership and a company. It is a cross between a company and a partnership because it combines elements of both structures.

In the eyes of the law, an LLP (Limited Liability Partnership) is a separate legal entity, and it is liable for the full extent of its assets. The liability of a partner is limited to their contribution to the LLP. An LLP’s partners are only responsible for their actions.

The Limited Liability Partnership allows professionals, entrepreneurs, and businesses engaged in scientific and technological disciplines or providing any type of service to form commercially efficient vehicles tailored to their needs. Because of its structural and operational flexibility, forming an LLP is appropriate for small and medium-sized businesses, as is obtaining investment from venture capitalists.

How to Change the Registered Office Address of an LLP?

Case 1: When changing an LLP’s Registered Office address in the same State

To change the address of an LLP in the same state, you must go through the following steps:

1. Schedule a board meeting and pass a resolution to propose the change of the registered office name. The resolution should state the reasons for the address change and obtain consent from the partners of the LLP.

2. Update the LLP Agreement accordingly and include it as an additional document.

3. Move your registered office within 30 days of the change of address and submit a Form-15 to the Registrar of Companies.

4. Moreover, send Form 3 (Information concerning the LLP Agreement) to the ROC along with the necessary filing fees.

5. Once you’ve received your authorization from the ROC,  make any necessary changes to your documents, office supplies, signboards, letterheads, and locations where your LLP is registered.

Case 2: When changing an LLP’s Registered Office address from One State to Another

The process for changing the registered office of a Limited Liability Partnership to another state is as follows:

1. To do this, conduct a meeting and pass a resolution that has the consent of all the partners and secured creditors (if any).

2. Create a supplement to your agreement that includes the details of the change of registered office.

3. Publish a general notice of change of registered office in a daily newspaper in English and the primary language of the country in which the LLP’s registered office is located at least 21 days before filing any notice with the ROC.

4. Ensure that all necessary documentation is submitted to the registrar of companies within 30 days after the change of registered office by submitting LLP Form-15.

5. Moreover, you will need to submit an LLP Form-3 to the Regional Operating Council (ROC) with the details of the LLP Agreement and the fee.

6. Once you’ve received the ROC’s approval by filing the forms listed above, make any necessary changes to your documents, office supplies, signage, letterheads, and locations where the LLP has its registered office.

Penalties for failing to comply with the procedure required for changing a registered office?

If the LLP is found to have violated the rules for changing the LLP’s registered office, it and its partners will be liable to a minimum fine of Rs. 2000 and a maximum fine of Rs. 25,000.

Final Thoughts

Changing the registered office address of an LLP requires adherence to legal procedures and compliance with the regulations set forth by the Ministry of Corporate Affairs. By following the step-by-step guide outlined in this article, LLPs can successfully navigate the process of changing their registered office name. Remember to keep accurate records, file the necessary forms, and notify all concerned parties to ensure a smooth transition. Consulting legal professionals or company registration service providers can offer valuable guidance and assistance throughout the name change process.