Limited liability partnership is a new type of business set up in India, combining advantage of both the company and partnership into one organization and is formed under Limited Liability partnership act, 2008.
Each limited liability partnership is required to have a principal place of business activities as its registered office for official correspondence and to receive all formal legal notices which can be situated anywhere in India.
LLP can change its registered office at any time and at any place. Through filing of prescribed form with consent letter for change of address of llp as per format of consent for change of registered office of LLP.
Registered office of LLP can be changed under three situations-
- Change of registered office of llp within the state
- Change of office of llp within state but inter-registrar jurisdiction.
- Change of office outside the state
Procedure for shifting registered office within the same state-
1. Board meeting shall be held first and board resolution shall be passed to obtain consent of all the partners for shifting the registered office to another place within the state and the consent according to format of consent for change of registered office of LLP shall be filed
2. Any designated partner shall be authorised to file an application regarding change of registered office of llp and to deal with any other related matter.
3. FORM 15 along with prescribed fee shall be filed with registrar of companies within 30 days of decision to intimate about the change in registered address of llp along with consent letter for change of address of llp.
4. Receipt of new address of registered office shall be incorporated in all items of stationery, letterhead, invoices, sign boards and at any other place previous address was incorporated.
Procedure for shifting registered office within the same state but under different jurisdiction
1. Board resolution regarding change of registered office within same state but under the jurisdiction of another ROC, shall be passed in board meeting of the partners shall be passed and the consent according to format of consent for change of registered office of LLP shall be filed.
2. Any designated partner shall be authorised to file an application regarding change of registered office of llp and to deal with any other related matter.
3. FORM 15 along with prescribed fee and consent letter for change of address of llp shall be filed with registrar of companies of both the jurisdiction within 30 days of decision to intimate about the change in registered address of llp.
4. Receipt of new address of registered office shall be incorporated in all items of stationery, letterhead, invoices, and sign boards and at any other place previous address was incorporated.
This is possible in case of only two states, Maharashtra which have two registrars, one in Mumbai and other in Pune. And other state is Tamil Nadu, which have one ROC at Chennai and another at Coimbatore.
Procedure for shifting registered office from one state to another state-
1. Board resolution regarding change of registered office within same state but under the jurisdiction of another ROC, shall be passed in board meeting of the partners shall be passed and the consent according to format of consent for change of registered office of LLP shall be filed.
2. Partners shall prepare the list of secured creditors and consent from all the creditors must be obtained for shifting of registered office.
3. Public notice shall be published in two newspapers, one English and other in vernacular language of state where ROC is situated before 21 days of filing intimation to ROC.
4. FORM 15 along with prescribed and consent letter for change of address of llp fee shall be filed with registrar of companies of both the jurisdiction within 30 days of decision to intimate about the change in registered address of llp.
5. Receipt of new address of registered office shall be incorporated in all items of stationery, letterhead, invoices, and sign boards and at any other place previous address was incorporated.
Supplementary LLP agreement is an agreement regarding adding new partner who shall be a designated partner subject to such terms and conditions as per partnership deed and should be according to supplementary llp agreement format.
Supplementary llp agreement format contains information regarding new partner, capital introduced by new partner, mode of capital contribution, roles, responsibilities and duties of new partner. Supplementary llp agreement format shall also contain details with respect to profit and loss sharing ratio.
Supplementary llp agreement format must begin with date of the agreement for adding new partner following other related information about incoming partner, profit and loss sharing ratio and remuneration, if any.
So, now we know how to change registered office of the company under various situations through filing of prescribed form with consent letter for change of address of llp as per format of consent for change of registered office of LLP and also the supplementary llp agreement regarding admission of new partner.
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