Procedure to change the registered office of an LLP

Registered office (s. 13(1), (2)). 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); rule 17 of the LLP Rules, 2009). Section 13(3) allows an LLP to change the place of its registered office by filing a notice of the change with the Registrar in the prescribed form and manner. Rule 17 prescribes the steps:

1. Approval (rule 17(1)). The LLP follows the procedure laid down in its LLP agreement; where the agreement provides none, the consent of all the partners is required. For a move from one State to another, an LLP that has secured creditors must also obtain their consent.
2. Newspaper notice for a move to another State (rule 17(4)). 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 in one in the principal language of the district of its registered office, circulating in that district.
3. Notice in Form 15 (rule 17(2), (3)). Notice of the change is given to the Registrar in Form 15, with the fee, within 30 days of complying with step 1 (a move within the same State) or with step 2 (a move to another State). Where there is any conviction, ruling, order or judgment against the LLP, the notice states the particulars of prosecutions initiated against it and show cause notices received by it for alleged offences under the Act.
4. Change of Registrar (rule 17(5)). Where the office moves into another Registrar's jurisdiction within the State, or to another State, Form 15 is filed with the Registrar from whose jurisdiction the LLP is moving, with a copy for the information of the Registrar of the new place.
5. When effective (s. 13(3)). The change takes effect only upon the filing of the notice.

Default (s. 13(4)). If the LLP contravenes 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 each.

Conclusion. An LLP changes its registered office with the approval its agreement requires (or of all partners), gives newspaper notice first if it is moving to another State, and files Form 15 with the Registrar within 30 days; the change takes effect only upon that filing.