Procedure for Change of Registered Office of LLP from one state to another

Ronak Sharma

Ronak Sharma

Published on: Nov 6, 2025

Priya Gandhi

Updated on: Nov 6, 2025

★★★★★(4 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.

In the dynamic business world, LLPs often undergo various changes, to adapt to new circumstances, expand their operations, or streamline their processes. One such change is change of registered office of Limited Liability Partnership (LLP) firm 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 subject, the change must follow the procedure as 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

• LLP may change its registered office by following the procedure outlined in its Limited Liability Partnership Agreement.
• 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.
• Consent from all secured creditors of Limited Liability Partnership firm for change of registered office.
• Publication of Notice in Newspaper about change of Registered office of Limited Liability Partnership firm.

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. Consent from Secured Creditors :
   Consent from all secured creditors of Limited Liability Partnership (LLP) firm shall be obtained for change of registered office of Limited Liability Partnership Firm.
4. Publish Notice in Newspaper :
   LLP shall publish General Notice in a daily English Newspaper about change of registered office not less than 21 days before filing of any notice with Registrar of Companies and in the principal language of the district in which the registered office of the limited liability partnership is situated and circulating in that district giving notice of change of registered office.
5. 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.
   • When an LLP shifts its registered office to a new Registrar’s jurisdiction (either within the same state or to a different state), it must file Form 15 with its current Registrar and provide a copy to the new Registrar.
6. 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.
7. 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.

Note : Where there is any conviction, ruling, order or judgment of any Court, Tribunal or other authority against the limited liability partnership, the particulars of such prosecutions initiated against or show-cause notices received by the limited liability partnership for the alleged offences under the LLP Act shall be stated in the notice of change of place of registered office to be filed with the Registrar.