Change in the registered office of an LLP

Registered office (s. 13). Every LLP must “have a registered office to which all communications and notices may be addressed and where they” are received; documents may be served on the LLP, or on a partner or designated partner, by post or in another prescribed manner at the registered office.

Procedure to change it (s. 13(3), and rule 17 of the LLP Rules, 2009):

1. Decision: the LLP follows the procedure laid down in its LLP agreement; if the agreement lays down none, the consent of all partners is required.
2. Secured creditors: where the office moves from one State to another, an LLP that has secured creditors must also obtain their consent.
3. Public notice (interstate move): not less than 21 days before filing any notice with the Registrar, the LLP publishes a general notice of the change in a daily newspaper in English and one in the principal language of the district where its registered office is, circulating in that district.
4. Notice to the Registrar: the LLP files a notice of the change in Form 15, with the fee, within 30 days of completing step 1 (a move within the same State) or step 3 (a move to another State); where a court, tribunal or other authority has convicted the LLP or ruled or ordered against it, the notice also gives particulars of prosecutions begun against it and show cause notices it has received for alleged offences under the Act. Where the move takes the office to another Registrar's jurisdiction or another State, Form 15 is filed with the present Registrar, with a copy to the Registrar of the new place.
5. Effect: the change takes effect only upon the filing of the notice with the Registrar (s. 13(3)).

Default (s. 13(4)). If default is made in complying with section 13, the LLP and its every partner are liable to a penalty of ₹500 for each day the default continues, up to ₹50,000 for the LLP and for each partner (s. 13(4), as substituted by the LLP (Amendment) Act, 2021). Before that amendment the contravention was punishable with a fine of not less than ₹2,000 and up to ₹25,000.

Conclusion. An LLP changes its registered office by filing a notice of the change with the Registrar; until it does so, the change has no effect.