How to Change the Registered Office Address of an LLP from One State to Another
Riteek Baheti
Associate Member, Institute of Company Secretaries of India (ICSI) LL.B.
Proprietor, Riteek Baheti & Associates
(Kolkata-based Practicing Firm)
Registered Valuer, Insolvency and Bankruptcy Board of India (IBBI)
(Security or Financial Assets Valuation Specialist)
Introduction
A Limited Liability Partnership (LLP) in India is a widely preferred business structure that combines the benefits of a company and a partnership. It offers limited liability to partners and flexible management while ensuring compliance with the Limited Liability Partnership Act, 2008.
Like any other business entity, an LLP may need to shift its registered office for better operational convenience, expansion opportunities, or regulatory reasons. While shifting the registered office within the same state is relatively straightforward, transferring it to another state requires more extensive compliance. This process involves amending the LLP Agreement, securing approvals, and filing requisite forms with the Registrar of Companies (RoC).
This article explains the step-by-step procedure, compliances, and documents required to shift the registered office of an LLP from one state to another.
Reasons for Shifting Registered Office of an LLP
An LLP may decide to change its registered office address across states for several strategic or administrative reasons, such as:
- Business Expansion– Moving to a state that offers greater growth opportunities.
- Operational Convenience– Relocating closer to suppliers, clients, or business hubs.
- Regulatory Benefits– Some states offer ease of doing business, reduced compliance burden, or better infrastructure.
- Cost Efficiency– Relocating to a state with lower operating costs, such as rent and labor.
- Personal Preferences of Partners– In some cases, partners may prefer to move the registered office closer to their place of residence or headquarters.
Legal Framework Governing the Change
The process of shifting an LLP’s registered office from one state to another is governed by the following provisions:
- Section 13 of the LLP Act, 2008– Provides guidelines on the registered office of an LLP and procedures for change.
- Rule 17 of LLP Rules, 2009– Specifies the detailed compliances and filings required.
- LLP Agreement– Acts as the governing document, and its amendment is mandatory in case of a change in registered office location.
Pre-Conditions Before Initiating the Shift
Before starting the formal procedure, the LLP must:
- Check the LLP Agreementfor provisions related to the change of registered office. If not permitted, the agreement must first be amended by obtaining the partners’ consent.
- Ensure that all filings(such as annual returns and statements of accounts) are up to date. An LLP with pending compliance may face rejection of forms.
- Obtain consent of all partnersfor shifting the office from one state to another.
Step-by-Step Procedure for Shifting LLP Registered Office Across States
Step 1: Convene a Meeting of Partners
a. A meeting of partners should be held to discuss and approve the proposal of shifting the registered office.
b. A resolution is passed to amend the LLP Agreement accordingly.
c. The resolution should also authorize a designated partner to file necessary e-forms with the MCA (Ministry of Corporate Affairs).
Step 2: Amend the LLP Agreement
a. Since the registered office address is a fundamental detail of the LLP, an amendment to the LLP Agreement is mandatory.
b. A supplementary agreement is executed, incorporating the new address.
c. The amended agreement must be signed by all partners and notarized.
Step 3: File Form-15 with the RoC
a. Form-15 is the prescribed e-form for notifying the Registrar of Companies about the change of registered office.
b. This form must be filed with the RoC of both states (the state where the LLP is currently registered and the state where it is shifting).
c. The form must be filed within 30 daysof the resolution passed for shifting.
Details to be provided in Form-15:
a. Current registered office address.
b. Proposed new registered office address.
c. Reason for shifting.
d. Date of passing of the resolution.
Step 4: Attach Necessary Documents with Form-15
The following documents must be attached while filing Form-15:
a. Certified copy of the resolution passed by partners.
b. Supplementary LLP Agreement (reflecting the new address).
c. Consent of secured creditors (if any loans or charges exist).
d. Proof of new registered office address (such as rent agreement/lease deed/ownership proof).
e. Utility bill (electricity, water, telephone, etc.) not older than 2 months for address verification.
Step 5: Filing Form-3 with the RoC
a. After filing Form-15, the LLP must also file Form-3 within 30 days to update the details of the LLP Agreement.
b. Form-3 contains the details of amendments made in the LLP Agreement, including the new address.
c. Both forms (Form-15 and Form-3) are linked and must be filed to complete the compliance.
Step 6: Registrar’s Approval
a. Once the forms are verified, the RoC of both states issues a confirmation of the change.
b. The new registered office address gets updated in the MCA master data.
c. The LLP can now officially operate from the new state.
Timeline of the Process
a. Passing of resolution and amendment of LLP Agreement – Immediate.
b. Filing of Form-15 – Within 30 daysof resolution.
c. Filing of Form-3 – Within 30 daysof filing Form-15.
d. Registrar’s approval – Usually takes 1–2 weeks, depending on the workload and accuracy of filing.
Post-Approval Compliances
Once the registered office has been successfully shifted, the LLP must:
- Update Stationery & Records– New address must be printed on all letterheads, invoices, name boards, and other official documents.
- Inform Banks & Financial Institutions– Update address in bank records and loan documents.
- Update PAN, TAN, and GST– Notify the Income Tax Department and GST authorities of the new registered office.
- Inform Business Contacts– Notify clients, suppliers, and stakeholders to avoid communication issues.
Key Points to Remember
- Consent of secured creditors (if any) is mandatory before shifting the registered office.
- Both RoCs (current and new) must be notified, and filings must be made with each.
- Non-compliance can result in penalties, including fines on the LLP and designated partners.
- The process is more compliance-intensive than a simple change within the same state.
Conclusion
Shifting the registered office of an LLP from one state to another is a strategic decision that requires careful compliance with the LLP Act and related rules. From obtaining partner approval and amending the LLP Agreement to filing prescribed forms with the Registrar of Companies, every step must be followed diligently.
Once the change is approved, it is equally important to update statutory records, banking details, and government registrations to avoid discrepancies. Though the procedure may seem complex, with proper documentation and timely filings, the transition can be smooth and legally compliant.
For LLPs planning expansion or seeking better business opportunities, shifting the registered office across states can prove to be a decisive move in their growth journey.
For any clarifications or queries, please feel free to reach out to us at admin@fintracadvisors.comÂ
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