Name Change of Company/LLP
A limited liability partnership (LLP) is a type of business entity that combines the features of a partnership and a company. It has a minimum of two partners and no limit on the maximum number of partners. It also has limited liability for its partners and flexible management structure. An LLP has to register its registered office with the Registrar of Companies (ROC) and the Ministry of Corporate Affairs (MCA) within 30 days of its incorporation. The registered office is the official address of the LLP where it receives all the communications and notices from the authorities and the public. The registered office also determines the jurisdiction of the ROC and the state government for the LLP.
An LLP may need to change its registered office for various reasons, such as expansion, relocation, convenience, or compliance. However, the change in registered office has to be done in accordance with the provisions of the LLP Act, 2008 and the LLP Rules, 2009. The procedure and requirements for changing the registered office depend on the nature and extent of the change. There are three types of change in registered office for an LLP in India:
- Change in registered office within the same city, town, or village
- Change in registered office outside the city, town, or village, but within the same state and under the same ROC
- Change in registered office from one state to another state or from one ROC to another ROC within the same state
- Change in registered office within the same city, town, or village
The process to change the registered office within the same city, town, or village is the simplest one. An LLP has to follow these steps:
- Obtain the consent of all the partners by holding a meeting and passing a resolution effecting the change in registered office.
- File Form 15 with the ROC within 30 days of passing the resolution. The form has to be accompanied by the following documents:
- A copy of the resolution
- A proof of the new registered office address, such as rent agreement, lease deed, utility bill, etc.
- A no-objection certificate (NOC) from the owner of the new registered office premises, if applicable
- Update and maintain the statutory records and registers of the LLP, such as the register of partners, the register of charges, etc.
- Inform and communicate the change in registered office to the relevant authorities and parties, such as the income tax department, the GST department, the banks, the auditors, the clients, the vendors, etc.
Change in registered office outside the city, town, or village, but within the same state and under the same ROC
The process to change the registered office outside the city, town, or village, but within the same state and under the same ROC is slightly more complex. An LLP has to follow these steps:
- Obtain the consent of all the partners by holding a meeting and passing a resolution effecting the change in registered office and to alter the LLP agreement for the same.
- File Form 3 with the ROC within 30 days of passing the resolution. The form has to be accompanied by the following documents:
- A copy of the resolution
- A copy of the altered LLP agreement
- File Form 15 with the ROC within 30 days of passing the resolution. The form has to be accompanied by the following documents:
- A copy of the resolution
- A proof of the new registered office address, such as rent agreement, lease deed, utility bill, etc.
- A no-objection certificate (NOC) from the owner of the new registered office premises, if applicable
- Update and maintain the statutory records and registers of the LLP, such as the register of partners, the register of charges, etc.
- Inform and communicate the change in registered office to the relevant authorities and parties, such as the income tax department, the GST department, the banks, the auditors, the clients, the vendors, etc.
Change in registered office from one state to another state or from one ROC to another ROC within the same state
The process to change the registered office from one state to another state or from one ROC to another ROC within the same state is the most complex and time-consuming one. An LLP has to follow these steps:
- Obtain the consent of all the partners and secured creditors (if any) by holding a meeting and passing a resolution effecting the change in registered office and to alter the LLP agreement for the same.
- Publish a general notice, not less than 21 days before filing any notice with the ROC, in a daily newspaper published in English and in the principal language of the district in which the registered office of the LLP is situated and circulated in that district giving notice of change of registered office.
- File Form 3 with the ROC of the existing state within 30 days of passing the resolution. The form has to be accompanied by the following documents:
- A copy of the resolution
- A copy of the altered LLP agreement
- File Form 15 with the ROC of the existing state within 30 days of passing the resolution. The form has to be accompanied by the following documents:
- A copy of the resolution
- A proof of the new registered office address, such as rent agreement, lease deed, utility bill, etc.
- A no-objection certificate (NOC) from the owner of the new registered office premises, if applicable
- A list of creditors and debenture holders of the LLP, along with their consent or objection, if any
- Obtain the approval of the ROC of the existing state and the confirmation order for the change in registered office.
- File Form 28 with the ROC of the existing state within 30 days of receiving the confirmation order. The form has to be accompanied by the following document:
- A copy of the confirmation order
- File Form 15 with the ROC of the new state within 30 days of receiving the confirmation order. The form has to be accompanied by the following documents:
- A copy of the confirmation order
- A proof of the new registered office address, such as rent agreement, lease deed, utility bill, etc.
- A no-objection certificate (NOC) from the owner of the new registered office premises, if applicable
- Obtain the certificate of registration from the ROC of the new state and the new LLP identification number (LLPIN) of the LLP.
- Update and maintain the statutory records and registers of the LLP, such as the register of partners, the register of charges, etc.
- Inform and communicate the change in registered office to the relevant authorities and parties, such as the income tax department, the GST department, the banks, the auditors, the clients, the vendors, etc.
Why Choose Bass Biz?
Change in registered office of an LLP in India is a complicated and lengthy process that requires a lot of expertise and attention to detail. Any mistake or delay in changing the registered office can result in penalties, fines, or even cancellation of registration. Therefore, it is advisable to outsource your change in registered office to a professional and reliable service provider like Bass Biz.
Bass Biz is a leading business consulting firm that offers a comprehensive range of services for change in registered office of an LLP in India. We have a team of qualified and experienced chartered accountants, company secretaries, lawyers, and consultants who can handle all your change in registered office needs with ease and efficiency. We can help you with:
- Obtaining the consent and approval of the partners and creditors, as applicable.
- Passing the necessary resolutions and altering the LLP agreement, as applicable, to authorize and approve the change in registered office.
- Filing the required forms and documents with the ROC and the MCA within the prescribed time limit and paying the applicable fees and charges.
- Obtaining the approval and confirmation order from the ROC and the MCA for the change in registered office.
- Obtaining the certificate of registration and the new LLPIN from the ROC and the MCA for the change in registered office.
- Updating and maintaining the statutory records and registers of the LLP, such as the register of partners, the register of charges, etc.
- Informing and communicating the change in registered office to the relevant authorities and parties, such as the income tax department, the GST department, the banks, the auditors, the clients, the vendors, etc.
Bass Biz is your one-stop solution for all your change in registered office of an LLP in India. We offer quality services at affordable prices and ensure timely and hassle-free compliance. Contact us today and let us take care of your change in registered office worries.
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