Process of Change in Registered Office from One State to Another in LLP

A Limited Liability Partnership (LLP) is a popular form of business entity in India, offering the advantages of limited liability to its partners along with the flexibility of a partnership. Like any other business, LLPs may need to change their place of business for various strategic or operational reasons. One such change that requires a detailed legal process is the change of registered office from one state to another.

This blog explains the complete procedure, legal requirements, documents, and key considerations for shifting the registered office of an LLP from one state to another under the LLP Act, 2008. For any professional help, feel free to contact CRSPL Business Consultants, they will guide you at every step for the change in the registered office.

The registered office of an LLP is the official address that is recorded with the Ministry of Corporate Affairs (MCA), where all legal communications and notices are sent. It also serves as the location for maintaining statutory records and books of accounts. In cases involving the shifting of the registered office of an LLP from one state to another, additional legal procedures and approvals are required.

Changing the registered office is a substantial event that must be properly authorized, documented, and reported to the Registrar of Companies (ROC). Following the LLP registered office change procedure ensures that all legal requirements are met and the change is validly recognized.

Reasons for Shifting Registered Office to Another State

LLPs may choose to shift their registered office across the states due to several reasons, such as: -

• Access to better markets or customers.
• Business expansion or mergers.
• Cost savings on rent and operations.
• Better infrastructure or logistic advantages.
• Legal or administrative reasons.
• Proximity to suppliers or clients.

Irrespective of the reason, the procedure for a change from one state to another must follow the statutory guidelines strictly

Legal Framework

The provisions for changing the registered office of an LLP are governed by:

• Section 13 of the LLP Act, 2008
• Rule 17 of the LLP Rules, 2009
• Various circulars and notifications issued by the Ministry of Corporate Affairs (MCA)

Pre-requisites for Change of Registered Office

1. Consent of All Partners: The LLP must obtain the approval of all its partners for the proposed change.
2. Approval from Secured Creditors (if any): If the LLP has any secured creditors, their consent is mandatory before proceeding.
3. Amendment of LLP Agreement: The change must be reflected in the LLP Agreement, and the amended agreement should be filed with the ROC.
4. Special Resolution: Though not mandatory in all cases, passing a special resolution adds legal backing to the decision and is advisable, especially if required by the LLP agreement.

Process for Change in Registered Office from One State to Another

1. Partner’s Consent and Internal Approval

• Firstly, hold a meeting with designated partners.
• Discuss and approve the proposal for the change of a particular registered office.
• Obtain written consent from all partners.
• Pass a resolution to approve the change.

2. Amendment of LLP Agreement

• The LLP Agreement must be altered to reflect the new registered office address.
• The modified agreement must be signed by all partners and notarised.

3. Obtain Consent from Creditors

• If the LLP has secured creditors (banks, financial institutions, etc.), obtain their written consent.
• If no creditors exist, a declaration stating the same may be filed.

4. Public Notice (Mandatory for Interstate Shifting)

• As per Rule 17(4) of the LLP Rules, 2009, it is mandatory to publish a general notice in at least one English daily and one vernacular newspaper circulating in the district of the registered office. This must be done at least 21 days before filing Form 15 with the ROC.

5. Filing with Registrar of Companies

a. File Form 15 with MCA

Form 15 must be filed with the ROC of the state from which the LLP is shifting, and also with the ROC of the state to which the Limited Liability Partnership is shifting.

Attachments required: -

• Consent of partners.
• Consent of secured creditors.
• Resolution passed by partners or designated partners.
• Proof of new address. (rent agreement, utility bill, NOC from owner)
• Altered LLP Agreement.
• Public notice copy. (if any)

Form 15 must be digitally signed and certified by a practicing Chartered Accountant, Company Secretary, or Cost Accountant as per MCA requirements.

b. File Form 3

• Form 3 is used to update the information in the LLP agreement.
• The amended agreement showing the new address must be attached.

6. Verification and Approval by ROC

• The ROC verifies the documents and may seek additional clarification if needed.
• Once satisfied, the ROC will issue a new Certificate of Registration which reflecting the changed address.

7. Update Statutory and Regulatory Registrations

After the new registered office is approved:

• Update the new address with PAN, TAN, GST, Shops and Establishment Act, banks, and other authorities.
• Inform clients, vendors, and stakeholders.

Timeline

• The LLP must file Form 15 within 30 days of publishing the public notice, not merely from passing the resolution. 
• Form 3 (for agreement change) must be filed within 30 days of executing the amended agreement.
• The ROC typically processes the application within 10–15 working days, subject to completeness of documents and no objections.

Government Fees

1. Government fees for Form 15, Form 3, and other relevant fees depend on the contribution amount of the LLP.
2. Professional fees for drafting resolutions, agreements, and filing can vary based on the service provider.

Key Points to Remember

1. The new registered office must be capable of receiving official communication.
2. Rent agreement or ownership proof and NOC from the premises owner must be current and valid.
3. LLP must ensure that all books and statutory records are shifted and updated.
4. If the change involves relocation to a state where the LLP has not conducted business before, care must be taken to comply with local laws and tax registrations.

Conclusion

Changing the registered office of an LLP from one state to another is a substantive legal procedure that requires careful planning, thorough documentation, and strict compliance. The change of registered office of llp from one state to another involves multiple legal steps and approvals. Though the process may appear complex or challenging, it becomes manageable with proper understanding and professional support. LLPs need to follow the procedure promptly to avoid penalties or rejection by the ROC.

A successful change ensures smooth operations in the new state and continues the LLP’s legal existence without interruption. Understanding the procedure for the change of registered office of LLP from one state to another is essential to ensure a seamless transition and compliance with legal requirements

FAQ

1. How do I change the registered office of the LLP?
   You can change the LLP’s registered office by filing Form LLP-15 with the ROC along with the required documents and partner consent.
   
   
2. How to transfer LLP from one state to another?
   An LLP can be shifted to another state by passing a partner consent and filing Form LLP-15, along with newspaper publication if required.
   
   
3. How do I change the registered office within the same city for an LLP?
   For a change within the same city, file Form LLP-15 with basic documents; no public notice is generally required.
   
   
4. How can the registered office of a company be changed from one state to another?
   It requires approval from shareholders, the Central Government (RD), and filing of forms like MGT-14 and INC-23 along with necessary documents.
   
   
5. What form is filed for a change in the registered office?
   For companies, forms like INC-22, INC-23, and MGT-14 are filed; for LLPs, Form LLP-15 is used.
   
   
6. Is MGT-14 required for a change in the registered office?
   Yes, MGT-14 is required when a special resolution is passed, especially for inter-state office changes.
   
   
7. What does it mean to change from one state to another?
   It means shifting the registered office of a company or LLP from one state’s jurisdiction to another, requiring regulatory approvals.
   
   
8. Can it change from one state to another?
   Yes, both LLPs and companies can shift their registered office to another state by following legal procedures and approvals.