A Limited Liability Partnership (LLP) is a widely preferred business structure in India, offering the flexibility of a partnership with the limited liability of a company. As part of the LLP registration process, every LLP must maintain a registered office address, which serves as its official communication address for government authorities, including the Ministry of Corporate Affairs (MCA), tax authorities, and financial institutions.

However, there are instances where an LLP may need to change its registered office due to expansion, cost considerations, strategic relocation, or legal compliance. The process of updating the registered office address must comply with the Limited Liability Partnership Act, 2008, and MCA guidelines. Proper adherence to the LLP registration requirements ensures a smooth transition without any legal or operational disruptions.

Types of Changes in Registered Office Address of an LLP

The procedure for changing the registered office address of an LLP depends on the nature of the shift. The change can be categorized into three main types:

1. Change within the same city, town, or village

• The LLP needs to inform the Registrar of Companies (ROC) by filing the necessary forms.
• No additional approvals are required.

2. Change within the same state but outside the existing ROC jurisdiction

• Approval from the new ROC is required before the change is effective.
• The LLP agreement may need to be modified.

3. Change from one state to another

• The LLP must obtain consent from all partners.
• Approval of both the existing and new ROC offices is necessary.
• Public notice must be published in a newspaper.
• The LLP agreement must be amended and submitted to the MCA.

Procedure to Change the Registered Office Address of an LLP

Step 1: Pass a Resolution for Address Change

The first step in the process is to hold a partners' meeting and pass a resolution approving the change of registered office address. The resolution should be recorded in the minutes of the meeting and must be signed by all partners.

If the LLP agreement has a specific clause regarding the registered office, it should be reviewed to determine whether an amendment is necessary.

Step 2: Obtain Consent from Partners

In case of an inter-state change, written consent from all partners is mandatory. If creditors are involved, their approval may also be required to ensure that no outstanding liabilities affect the address change.

Step 3: Prepare the Required Documents

The following LLP registration documents must be prepared and submitted for approval:

• Certified copy of the resolution passed by the partners.
• Supplementary LLP Agreement (if required).
• Proof of new address (rental agreement, lease deed, ownership document).
• Utility bills (electricity, water, or property tax receipt), not older than two months.
• Consent letter from the property owner (if the premises are rented).
• Updated List of Partners in case of address change affecting partner details.

Step 4: File Form LLP-15 with the MCA

The LLP must file Form LLP-15 with the MCA to notify the Registrar of Companies (ROC) about the change in address. This must be done within 30 days of passing the resolution.

For inter-state address changes, additional approval from the Regional Director (RD) is required before submitting Form LLP-15.

Step 5: File Form LLP-3 for Amendment in LLP Agreement

If the registered office address is mentioned in the LLP agreement, the LLP must file Form LLP-3 with the MCA to reflect the updated details. This should be done within 30 days of executing the amended LLP agreement.

Step 6: Publish Public Notice (For Inter-State Change)

If the LLP is shifting from one state to another, it must publish a public notice in a:

• Local language newspaper of the state where the LLP was initially registered.
• English newspaper with nationwide circulation.

The notice should include:

• The existing LLP name and registration number.
• The previous and new registered office addresses.
• The effective date of the change.
• A declaration inviting objections (if any) from stakeholders.

Step 7: Obtain Approval from the ROC and MCA

Once all forms are filed, the Registrar of Companies (ROC) reviews and processes the application. Upon successful verification, the MCA updates the LLP’s registered office details in its database.

If an inter-state shift is involved, the Regional Director’s (RD) approval is required before the ROC processes the change.

Step 8: Update the Address with Relevant Authorities

After receiving the LLP Registration Certificate with the updated address, the LLP must notify all concerned authorities, including:

• Goods and Services Tax (GST) Department for GST registration updates.
• Income Tax Department (PAN and TAN address update).
• Startup India Registration (if applicable).
• IEC Registration (for import-export businesses).
• CSR-1 Registration (for Corporate Social Responsibility compliance).
• Niti Aayog Registration (for NGOs and businesses involved in policy initiatives).
• Government e-Marketplace (GeM) for businesses dealing with government procurement.
• Banks, vendors, suppliers, and clients to ensure seamless operations.

MCA LLP Registration Compliance for Address Change

The Ministry of Corporate Affairs (MCA) regulates LLPs and mandates compliance with legal requirements related to address change. LLPs must ensure timely filings to avoid penalties and legal consequences.

Failure to notify the MCA within the specified timeline may result in penalties as per the Limited Liability Partnership Act, 2008.

LLP Registration Fees for Address Change

The LLP registration fees for filing Form LLP-15 depend on the LLP’s capital contribution:

• ₹50 for LLPs with a contribution up to ₹1 lakh.
• ₹100 for LLPs with a contribution between ₹1 lakh and ₹5 lakh.
• ₹150 for LLPs with a contribution between ₹5 lakh and ₹10 lakh.
• ₹200 for LLPs with a contribution above ₹10 lakh.

If the LLP fails to submit Form LLP-15 within 30 days, a penalty of ₹100 per day is imposed until compliance is completed.

Impact of Changing the Registered Office Address of an LLP

Changing the registered office address of an LLP affects several business functions, including:

1. Official Correspondence: All future communications from MCA, tax authorities, and financial institutions will be directed to the new address.

2. Legal and Compliance Requirements: Updating records with statutory authorities is mandatory to avoid penalties.

3. Business Operations: Clients, suppliers, and stakeholders must be notified to prevent disruptions.

4. Banking and Tax Compliance: LLPs must update their bank details, PAN, GST registration, and other tax records to ensure smooth financial transactions.

Conclusion

Changing the registered office address of an LLP is a structured legal process that requires compliance with MCA regulations, partner approvals, and necessary filings. As part of the LLP incorporation process, the registered office plays a crucial role in official communication, and any changes must follow the prescribed legal procedures. While shifting within the same city is relatively straightforward, an inter-state change involves additional approvals, public notices, and regulatory procedures.

To ensure a hassle-free transition, LLPs must adhere to legal requirements, submit the required documents on time, and update all relevant authorities about the change. Proper execution of the process allows LLPs to relocate efficiently while maintaining seamless business operations and legal compliance, ensuring that their LLP incorporation details remain updated and valid.