Procedure for Change of Registered Office of Limited Liability Partnership within Same State

Ronak Sharma

Ronak Sharma

Published on: Oct 28, 2025

Priya Gandhi

Updated on: Oct 28, 2025

★★★★★(2 Ratings)

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Introduction

Every Limited Liability Partnership (LLP) incorporated in India must maintain a Registered Office, which serves as the official address for all legal communications and correspondence.

An LLP is permitted to change its registered office, whether the change is:

1. Within or outside the local limits of a city, town, or village, or
2. From one State to another.

The procedure for effecting this change is typically defined in the LLP Agreement. However, if the LLP Agreement is silent on the matter, the change must follow the procedure laid down under Section 13 of the LLP Act, 2008, and Rule 17 of the LLP Rules, 2009.

Applicable Provisions

1. Section 13 of the Limited Liability Partnership Act, 2008
2. Rule of 17, 21 of the Limited Liability Partnership Rules, 2009

Mandatory Requirements

1. LLP may change its registered office by following the procedure outlined in its Limited Liability Partnership Agreement.
2. Consent of all the designated partners for change of registered office, in case the LLP agreement does not provide for procedure for change of registered office.

Procedure

1. Review of LLP Agreement:
   Check whether there is any procedure laid down in the Limited Liability Partnership (LLP) Agreement executed during incorporation, for change of registered office within the same state, if not, then follow the procedure as laid down under section 13(3) of Limited Liability Partnership Act, 2008 and Rule 17 of Liability Partnership Rules, 2009.
2. Consent from all Partners:
   Consent of all the designated partners of the Limited Liability Partnership firm for change of registered office of Limited Liability Partnership (LLP) from one place to another.
3. File Form-15 with Registrar of Companies:
   LLP shall file LLP Form-15 with Registrar of Companies (RoC), within 30 days from the date of obtaining consent from all partners for change of registered office of Limited Liability Partnership (LLP) firm from one place to another within same state.
4. File Supplementary LLP Agreement in Form no. 3:
   Execute a supplementary LLP Agreement mentioning details of change of registered office of Limited Liability Partnership (LLP), and file it with the Registrar of Companies (RoC) in LLP Form no. 3 within 30 days along with necessary documents like proof of the new address, copy of the consent/resolution, and any other supplementary LLP Agreement as supporting documents.
5. Post-Approval Compliance:
   Make necessary changes to legal documents, stationery, signboards, letterheads, and locations of Limited Liability Partnership firm after approval is received from Registrar of Companies (RoC) for change of registered office of Limited Liability Partnership firm.