Change in the registered office address of an LLP is an important administrative compliance requirement to maintain the LLP in good legal and operational standing. Whether your LLP is shifting due to expansion, operational convenience, or any other reason, it is necessary to intimate the concerned authorities and stakeholders within the required time.
In this process, there is a set of certain documents that are to be prepared and submitted in the right manner. These documents not only confirm the decision for the change of address but also provide evidence of the new location and the consent of all partners. Understanding the required documents and the submission procedure will help avoid delays, penalties, or lapses in compliance.
In this blog, we would discuss essential documents to be presented in view of LLP address change, such as Board Resolution, Consent of Partners, and Proof of New Address. We will also learn more about where these documents should be submitted so as to make your transition at a new location seamless and valid legally.
What are the Documents Required for LLP Address Change
A change in the registered office address for a Limited Liability Partnership has to be documented properly and formalized legally. A very important document in this case would be the Board Resolution, which authorizes the address change and records the same.
Board Resolution
Key terms: Board Resolution, Registered Office, Partners’ Meeting, New Location, Decision
A Board Resolution is an official document showing evidence of the LLP deciding on the change in its registered office. Such a resolution is passed at a Partner’s meeting and includes the details of the address change. A Board Resolution is a necessary document to be filed with the regulatory authorities, including the RoC.
Key Elements of a Board Resolution
Decision to Change the Registered Office
The resolution should express the LLP’s intention to change its registered office to a new location, also mentioning the complete address of the old and new office.
Approval in the Partners’ Meeting
The decision has to be approved by the designated partners in a duly conducted Partners’ Meeting. The minutes of meeting (MoM) should contain this resolution for internal and external purposes.
Authorization of Signatories
Identification and authorization to name the concerned persons or partners should be done for completing the legal formalities which includes filing the required documents with the RoC.
Compliance Details
The resolution should also mention all statutory compliances, if applicable, under the Limited Liability Partnership Act, and action should be taken within stipulated time limits.
Why is the Board Resolution Important?
The Board Resolution provides documented evidence of the decision taken by the LLP and, thereby, transparency and clarity to internal governance. It is important for regulatory compliance too, because authorities need this document to process the application for address change.
By drafting and filing a Board Resolution, an LLP can demonstrate its commitment to compliances under the law while ensuring a seamless transition to its new registered office location.
Consent of Partners
Consent of Partners is the supporting document necessary for the procedure of change of registered office address of an LLP. It confirms that all the designated partners agree to the relocation of the registered office and is a sign of collective approval for the change in the address. It is an important step for the continuity of transparency and harmony among the stakeholders.
Key Elements of Consent of Partners
Written Consent
The consent should be in writing to make it legally valid and clear. It should clearly indicate that all partners are in agreement regarding the proposed change of the registered office address.
Details of the Registered Office Address
The document must include both the present registered office address and the new proposed location, without any errors.
Signature of Partners
The consent document should be signed by each partner to confirm their consent. It is to be signed by both designated and non-designated partners, whichever is applicable under the LLP agreement.
Filing for Compliance
The signed document, along with other documents, is filed with the RoC or the concerned regulatory authority for compliance purposes.
Acknowledgment of Legal Obligations
- The consent may also contain a statement to the effect that the partners are aware of the regulatory and operational changes that come with the address change.
- The Consent of Partners is necessary to ensure that the decision is unanimous and well-documented, reducing the risk of disputes or objections later in the process. It upholds the collaborative ethics of the LLP structure and aligns with the principles of shared governance.
LLP Agreement Amendment
Key terms: LLP Agreement, Amendment, Registered Office Address, Signatures of Partners, Authorities, Different State
The LLP Agreement is a fundamental document that governs all the operational and legal aspects of the partnership. Any change in the registered office address would require the amendment of this agreement, so that it stays updated according to the law.
Key Elements of an LLP Agreement Amendment
Updated Registered Office Address
The amendment should include the new registered office address and replace the earlier address contained in the original LLP Agreement. This ensures that the details are correctly stated.
Signatures of Partners
All partners, including the designated and non-designated members, shall approve the amended agreement with their signatures. The signs validate the changes and denote unanimous approval.
Filing to the Regulatory Authorities
The LLP Agreement so amended shall be filed with the RoC along with the application for change of address. This is essentially required by the regulatory authorities to ascertain that the LLP is not in violation of any legal compliances.
State-Specific Requirements
- If the registered office is changed to some other state, additional documents and approvals may be required. These may include:
- No-objection from the government of the new state where the new address is proposed to be verified.
- Verification that the operations of the LLP are within state-specific regulations.
Compliance with the Limited Liability Partnership Act
This amendment should, therefore, be done by adhering to all conditions of the Limited Liability Partnership Act, making it legally acceptable and well-documented.
Details of Operational Changes
The amendment shall specify such operational or regulatory changes if the change of address has the effect of a change in jurisdiction or tax obligations.
Why LLP Agreement Amendment is Important?
Legal Validity
An updated LLP Agreement ensures that the change in registered office is legally recognized and enforceable, avoiding future disputes.
Regulatory Compliance
Filing the amendment with regulatory authorities ensures compliance with the law and protects the LLP from potential penalties or operational disruptions.
Stakeholder Transparency
An updated agreement reinforces trust with stakeholders by maintaining transparency about the LLP’s operations and governance.
By securing the Consent of Partners and amendment of the LLP Agreement, businesses can ensure a smooth process of change in address, in full compliance with the law, and with no unnecessary complications. This constitutes a very clear, specific set of steps for everyone to work upon.
Proof of New Address
The proof of new address is a very important document that needs to be furnished at the time of changing the registered office address of the LLP. This is an official evidence of the office and thus needs to meet regulatory requirements.
Documents Considered as Proof of Address
Rent Agreement
If the new office is on a rental basis, a copy of the rent agreement that is signed by both the property owner and the LLP has to be submitted.
Sale Deed
In case of owned premises, a copy of the sale deed serves as proof of ownership and establishes the legal right of the LLP over the property.
Utility Bill
Any utility bill no older than 2 months, such as for electricity, water, or gas, clearly stating the new office location and the name of the property owner.
Therefore, these documents confirm the authenticity of the new address and, consequently, are to be filed with the RoC as part of compliance.
NOC (No Objection Certificate)
A No Objection Certificate is a document from the owner of the premises about the consent to use the address by the LLP as its registered office is to be issued. This is necessary when the property is either rented or leased.
Key Components of an NOC
Consent from Property Owner
The NOC denotes that the owner of the property has no objection to the LLP using his property as its new registered address.
Details of the New Address
The address of the property should be fully given out in writing to make sure clarity and consistency with the rest of the documents to be presented.
Owner’s Identification
The NOC should carry the name, contact, and signature of the property owner, supported by a copy of identification proof.
Filing with Regulatory Authorities
The NOC has to be filed with other supporting documents, such as the rent agreement and proof of address, along with the form for notifying RoC about the change in address.
The NOC keeps away all disputes between the LLP and the owner of the property and gives way to a smooth registration process.
Form LLP-15
Form LLP-15 is filed with the ROC for intimating the change in the registered office address of the LLP. This is a legally endowed declaration of the address change.
Key Components of Form LLP-15
Registered Office Address Details
Both the existing registered address and the new address should be provided, stating the change explicitly.
Board Resolution
The Board Resolution copy approving the change in address should be attached with the form for the validation of the same.
Address Proof
Supporting documents like the rent agreement or the sale deed or utility bill at the new location should be given to validate the legitimacy of the new address.
Consent of Partners
Evidence of the consent of partners in the form of signed declarations has to be attached to the form to express unanimous agreement on the proposed change of address.
Filing Timings
Form LLP-15 has to be filed with the RoC within the stipulated time period, usually 15–30 days from the date of the Board Resolution.
Importance of Form LLP-15
Official Notification
The filing of this form ensures that the RoC and other regulatory authorities are officially informed about the change in address.
Compliance with Legal Requirements
It fulfills the legal requirement for the LLP to notify the concerned authorities of operational changes in the LLP to avoid penalties or non-compliances.
Maintains Accurate Records
The filing of Form LLP-15 ensures that the information related to the LLP gets updated on the official records.
Upon submission of Form LLP-15 along with the new address proof and NOC, LLPs can ensure an orderly compliance process and thereby seamlessly transition to the new location of their registered office.
Where to Submit the Documents
In the case of change of registered office address for an LLP, all required documents need to be filed with the RoC through the MCA website. The LLPs will therefore have a one-stop platform to fulfill their compliance requirement through this digital platform, ensuring efficiency and smoothness in the process.
It basically consists of filing certain forms, such as Form LLP-15, with their supporting documents like Board Resolution, Consent of Partners, and Proof of Address. Here’s a step-by-step guide to help you understand it.
Log in to the MCA Portal
Key terms: Log in, MCA portal, designated partner, authorized representative, LLP credentials
The very first step towards updating the registered address of an LLP is through the online website of the Ministry of Corporate Affairs. This will be the central platform for filing all compliance-related documents and forms. Access to the website is to be done by the designated partner or any other authorized representative, who shall initiate the process of filing.
Steps to Log In:
Visit the MCA Portal
Go to the official website, www.mca.gov.in
Enter LLP Credentials
Login with your LLP credentials, that is, user ID and password, assigned to the designated partner or authorized representative.
Access Filing Section
Click on “LLP Services” Tab, then click on the “e-Forms” section to proceed with the filing.
This will enable the process of managing the compliance filings of the LLP in a secure and efficient manner.
File Form LLP-15
Form LLP-15 is a necessary form that needs to be filed with the ROC for addressing the change of address. This needs to be correctly filled and followed by necessary documents regarding the validation of such update.
Filing Procedure of Form LLP-15:
Downloading Form
The form LLP-15 should be downloaded from the portal of MCA under the “e-Forms” section.
Filling the Particulars
Give details regarding the present and new registered office address, reason for change etc.
Attach Supporting Documents
Upload the necessary documents, such as:
- Board Resolution for change in address.
- New Address Proof (such as rent agreement or utility bill).
- NOC from the owner of the property, if any.
Digital Signature
The form should be digitally signed by the proposed partners or authorized signatories thereof using their Digital Signature Certificate (DSC).
Submit the Form
Once completed, submit the form through the MCA website for officially informing the ROC.
Payment of Fees
Once Form LLP-15 is submitted, the required government fees must be paid for the completion of the process. The fee structure is based on several factors, including the state, type of LLP, and the extent of the address change.
Steps to Make the Payment:
View Applicable Fees
The portal will automatically calculate the applicable fees based on the state of jurisdiction and the type of LLP.
Make the Payment
Pay the nominal fees mentioned on the portal using net banking, debit/credit card, or UPI.
Save the Receipt
Download the receipt upon payment and save it for your record as proof of the transaction. In this way, one can avoid delays in the processing of requests for address updates.
Acknowledgment
After the form has been submitted and the payment successfully made, an acknowledgment is generated from the MCA portal, showing that the documents have been filed successfully. This serves as proof for tracking and verification purposes.
What the acknowledgment will contain:
Confirmation of Filing
A unique Service Request Number, SRN, will be assigned and used to confirm receipt of the form for processing.
Confirmation of Payment
The receipt of acknowledgment would contain the details of the payment towards the filing fees.
Registrar of Companies (RoC) Update
Once processed, the updated address will show in the official records at the MCA.
Downloadable Copy
A copy of the acknowledgment can be downloaded for your records, serving as proof of compliance.
In this way, LLPs will be able to have their registered address changed without any hassle and also be correctly reflected in the RoC records. This process ensures that compliance is maintained and any penalties or miscommunication is avoided.
