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Limited liability partnership can change/Shift registered LLP office address from one state to Another like companies. Section 17(1) in Limited Liability Partnership Rules, 2009 deals with shifting of registered office of LLP. For Example LLP having registered address in Maharashtra State can shift its office to another state like Punjab. Below is procedure about shifting of registered office of LLP from one state to another.
Limited liability partnership may change its registered office from one place to another by following the procedure as laid down in the limited liability partnership agreement. Where limited liability partnership agreement does not provide for such procedure, consent of all partners shall be required for changing the place of registered office of limited liability partnership to another place: Provided that where the change in place of registered office is from one State to another State, the limited liability partnership having secured creditors shall also obtain consent of such secured creditors.
Rule 17(1) simply states that LLP can any time change its registered office address provided-
But where shifting of registered office is from one state to another then consent of secured creditors needs to be obtained.
Basically the registered office of LLP can be shifted in Four ways-
| 1. LLP Shifting of Registered Office address from place to another within local limits or same city
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2. LLP Shifting of Registered Office address from place to another outside the local limits
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3. LLP Shifting of Registered Office address from one Registrar to another but within same state
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4. LLP Shifting of Registered Office address from one state to another
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| Particulars | Shifting of Registered Office address from one place to another within local limits or same city | Shifting of Registered Office address from place to another outside the local limits | Shifting of Registered Office address from one Registrar to another but within same state | Shifting of Registered Office address from one state to another |
| Resolution for Shifting of Registered office address | If LLP agreement does not provides provision for shifting of registered office address then consent of all partners needs to be taken. | If LLP agreement does not provides provision for shifting of registered office address then consent of all partners needs to be taken. | If LLP agreement does not provides provision for shifting of registered office address then consent of all partners needs to be taken. | If LLP agreement does not provides provision for shifting of registered office address then consent of all partners needs to be taken. |
| Consent of Secured Creditors | No consent required | No consent required | No consent required | Consent of Secured Creditors is mandatory |
| Public Notice | No public notice needs to be published | No public notice needs to be published | No public notice needs to be published | Public Notice is to be published |
| Forms to be filed with ROC | Form-15 needs to be filed | Form-15 needs to be filed | Form-15 needs to be filed with Registrar from where LLP proposes to shift its registered office to the Registrar under whose jurisdiction registered office is proposed to be shifted. | Form-15 needs to be filed with Registrar from where LLP proposes to shift its registered office to the Registrar under whose jurisdiction registered office is proposed to be shifted. |
| When to file | Within 30 days from the date of passing of resolution | Within 30 days from the date of passing of resolution | Within 30 days from the date of passing of resolution | Within 30 days from the date of publishing of public notice. |
LLP agreement is the supreme document containing rules and regulations of LLP. The first step for shifting of registered office of LLP is to check whether LLP agreement contains provision for the same. If not then consent of all partners is mandatory to take. If procedure for shifting of registered office is mentioned in the agreement then it needs to follow same.
In case of shifting of registered office of LLP from one state to another, consent of all secured creditors needs to be taken. Also notice of shifting of registered office address from one state to another shall be dispatched to all secured creditors atleast 21 days before filling of notice to Registrar to receive objections if any.
When a LLP desires to shift Registered office from one state to another, it is mandatory to publish a notice in the newspaper in two languages-
Within 30 days from the date of Publication of notice of registered office of LLP, it shall file Form 15 with the ROC as prescribed under Rule 17 of the LLP Rules 2009 along with the prescribed fees.
LLP shall file Form 3 within 30 days from the change in Registered office address.
