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Shifting of Registered Office of LLP

Applicable Sections and Rules:

  • Section 13 of the LLP Act, 2008
  • Rule 17 of the LLP Rules, 2009

Types of Registered Office Shifts for LLP:

  1. Shifting within the Same State and Same Registrar’s Jurisdiction
  2. Shifting within the Same State but to a Different Registrar’s Jurisdiction
  3. Shifting from One State to Another State
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    Checklist for Shifting Registered Office within the Same State and Same Registrar’s Jurisdiction:

    1. Review the LLP Agreement:

    Check if the LLP Agreement contains provisions for changing the registered office.

    1. Pass a Resolution:

    If the LLP Agreement is silent, obtain the consent of all partners by passing a resolution.

    1. File Form-15:

    File Form-15 with the Registrar within 30 days of passing the resolution for shifting the registered office.

    1. Execute Supplementary Agreement:

    After the shift, file Form-3 within 30 days to reflect the change in the registered office.

    Checklist for Shifting Registered Office within the Same State, from One Registrar's Jurisdiction to Another:

    1. Review the LLP Agreement:

    Check for any provisions related to the shifting of the registered office.

    1. Pass a Resolution:

    If the LLP Agreement does not specify the procedure, get the consent of all partners via a resolution.

    1. File Form-15:

    File Form-15 with the Registrar within 30 days of the resolution for shifting the registered office.

    1. Execute Supplementary Agreement:

    File Form-3 within 30 days of the change in registered office.

    Checklist for Shifting Registered Office from One State to Another:

    1. Review the LLP Agreement:

    Check whether the LLP Agreement includes provisions for changing the registered office.

    1. Pass a Resolution:

    If the agreement does not specify the procedure, obtain the consent of all partners by passing a resolution.

    1. Obtain Consent from Secured Creditors:

    If the LLP has secured creditors, their consent is required for the shift.

    1. Publish Public Notice:

    Publish a notice in two newspapers (one in English and one in the local language) in the district where the current registered office is located. The notice must be published at least 21 days before filing with the Registrar.

    1. File Form-15:

    File Form-15 with the Registrar within 30 days of the publication of the public notice.

    1. Execute Supplementary Agreement:

    After the change, file Form-3 within 30 days to update the registered office details.

    This concise checklist outlines the steps for shifting the registered office of an LLP, ensuring compliance with the relevant provisions under the LLP Act and Rules.