Registered office of an LLP.
An LLP's registered office moves differently from a company's. The procedure is set by the LLP agreement rather than by a table in the Act, the change takes effect only when Form 15 is filed, and a move to another state requires the consent of every secured creditor and a newspaper notice published three weeks before anything is filed. It is a shorter process than the company equivalent — and a very easy one to start in the wrong order.
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The agreement decides the procedure, not the Act.
A company changing its registered office follows a route fixed by statute. An LLP does not. The rules say the change is to be made in accordance with the LLP agreement, and only where the agreement makes no provision does the default apply — the consent of all partners.
So the first document read is not the Act. It is the LLP agreement, to establish whether it prescribes a procedure, whether it names the registered office address in terms, and whether the partners have already agreed a shorter route. Where the agreement recites the address, the move also amends the agreement, which brings a supplementary deed and a Form 3 alongside the Form 15.
The second difference is timing. Section 13 provides that a change of registered office takes effect only upon filing the notice with the Registrar. There is no gap in which the LLP has moved in law but not on the record — until Form 15 goes in, the old address remains the registered office for every purpose, including service of documents.
The third is what an interstate move requires. Not a Regional Director application, as a company would need, but something that catches people out just as effectively: the consent of every secured creditor, and a general notice published in a daily newspaper in English and in the principal local language of the district, at least twenty-one days before the filing. Start the twenty-one days late and the whole schedule moves.
Three moves, and one of them has a three-week head start built in.
| The move | What is required | Filing and realistic time |
|---|---|---|
| Within the same state | The procedure in the LLP agreement; where it is silent, the consent of all partners | Form 15 within 30 days. One to two weeks |
| Within the same state, where the agreement names the address | As above, plus a supplementary agreement amending the address clause | Form 15 and Form 3, each within 30 days. Two weeks |
| From one state to another | The agreement's procedure or all partners' consent, the consent of every secured creditor, and a general notice published in a daily English newspaper and one in the principal local language of the district, at least 21 days before filing | Form 15 filed with the Registrars concerned. Five to seven weeks |
An LLP has no memorandum, so a state change does not alter a constitutional document the way it does for a company — which is why there is no Regional Director application. What replaces it is the creditor consent and the advertisement, and both have to be completed before the form is filed rather than alongside it.
Six ways an LLP office change goes wrong.
The LLP moved and Form 15 was never filed
The change takes effect only on filing. Until then the old address remains the registered office for every purpose, including service of notices — so documents served there are validly served even though nobody is collecting them. Additional fee accrues per day of delay on top.
The agreement was never read
The procedure comes from the LLP agreement first, and the all-partner default applies only where the agreement is silent. Following the default when the agreement prescribes something else — or ignoring the agreement's own address clause — produces a change that is procedurally defective from the start.
The newspaper notice was published too late
For an interstate move, the general notice must appear at least twenty-one days before the filing, in a daily English newspaper and one in the principal local language of the district. Publishing it in the same week as the filing does not comply, and the clock starts again.
A secured creditor was not asked
Every secured creditor has to consent to an interstate shift. A bank facility, a vehicle loan, an equipment finance arrangement — each of those lenders is a secured creditor, and a consent obtained after the filing is not a consent obtained.
The Form 3 was forgotten
Where the LLP agreement recites the registered office address, moving the office amends the agreement. That means a supplementary deed, stamp duty and a Form 3 — separately from Form 15, and on its own thirty-day clock.
The name and details are not displayed
An LLP must display its name and the address of its registered office outside every office where it carries on business, and must state its name, address of the registered office, registration number and the fact that it is registered with limited liability on all invoices and official correspondence. It is a standing requirement, not one that applies only at the new premises.
What you receive.
From new premises to effective change.
Set out for an interstate move, the longer of the two. A move within the state skips steps three and four.
Read the LLP agreement
What procedure it prescribes for changing the registered office, whether it names the address in terms, and what consent it requires. Where it is silent, the default is the consent of all partners.
Partner consent and address proof
Consent is recorded in the form the agreement requires. In parallel the address pack is assembled — recent utility bill, no-objection certificate from the owner, and the lease or leave-and-licence deed — and tested before anything is filed.
Secured creditor consents
Every secured creditor is identified from the charge records and the LLP's own facilities, and written consent to the shift is obtained. Lenders take their own time over this, so it is started first rather than last.
Publish the notice
A general notice is published in a daily newspaper in English and in a daily newspaper in the principal local language of the district in which the registered office is situated. The twenty-one day period runs from publication, and the filing waits for it.
File Form 15
Filed with the Registrar within thirty days, and with both Registrars where the state changes. The change of registered office takes effect on this filing — not on the date the partners agreed or the date the LLP physically moved.
Supplementary deed, display and downstream
Where the agreement recites the address, the supplementary deed is executed and Form 3 filed. The signboard goes up, the invoice particulars are corrected, and GST, bank, licences and contracts are updated behind it.
Four things to start.
The agreement set
Everything that governs the LLP today, because the procedure comes from here.
- Original LLP agreement and all supplementary deeds
- Certificate of incorporation and LLPIN
- Whether the agreement names the registered office address
Both addresses
Old and new in full — the state boundary is what changes the exercise.
- Current registered office as on the record
- Proposed new address in full
- The date the LLP actually moved, if it already has
Proof for the new premises
Checked first, because a mismatch here stops the filing.
- Recent utility bill for the premises
- NOC from the owner of the property
- Lease, rent agreement or leave-and-licence deed
Secured lenders
Only for an interstate move, and the item that takes longest to close.
- Every secured facility, including vehicle and equipment finance
- Charges registered against the LLP
- Relationship contact at each lender
What this looks like in Goa.
Unlike a company, an LLP moving between towns within Goa needs nothing beyond the agreement's procedure and Form 15. The distinction that costs a company a special resolution does not exist here, which makes the LLP route materially simpler within the state.
No Regional Director application, but the twenty-one day newspaper notice in English and the local language plus the consent of every secured creditor. Five to seven weeks, most of it waiting on lenders.
Many Goa LLP agreements were drafted with the registered office written into the deed. That turns a Form 15 into a Form 15 plus a supplementary agreement, stamp duty and a Form 3, and it is discovered only when someone actually reads the deed.
An office at premises that close out of season, or at a house empty for months, is a registered address at which nothing can be received. It is permissible in form and a genuine problem in practice.
An LLP has to state its name, registered office address, registration number and the fact that it is registered with limited liability on invoices and official correspondence. Almost no small LLP does this, and correcting the invoice template takes minutes.
Usually needed alongside this.
LLP registered office, answered.
How do I change the registered office of an LLP?
Start with the LLP agreement, because the procedure comes from there rather than from the Act. Where the agreement is silent, the consent of all partners is required.
Then file Form 15 with the Registrar within thirty days. Where the move is to another state, two further things must happen before the filing: the consent of every secured creditor, and publication of a general notice in a daily English newspaper and one in the principal local language of the district, at least twenty-one days ahead.
When does the change actually take effect?
On the filing of Form 15, and not before. This is different from most other LLP changes, where the deed takes effect between the partners and the filing merely records it.
The practical consequence matters: until Form 15 is filed, the old address remains the registered office for every purpose, including service of documents. A notice delivered to premises the LLP vacated months ago is validly served if the record still shows that address.
Is a supplementary LLP agreement needed?
Only where the agreement itself names the registered office address. A great many do.
Where it does, moving the office amends the agreement, which means a supplementary deed, stamp duty under the Goa Stamp Act and a Form 3 within thirty days — on its own clock, separate from Form 15. Where the agreement simply refers to "the registered office" without stating an address, Form 15 alone is enough.
What does an interstate move require?
Three things, in this order:
- Compliance with the LLP agreement's procedure, or the consent of all partners where it is silent
- The consent of every secured creditor of the LLP
- A general notice published at least 21 days before the filing, in a daily newspaper in English and in a daily newspaper in the principal local language of the district where the registered office is situated
Then Form 15 is filed with the Registrars concerned. There is no Regional Director application, which makes it shorter than the company equivalent — but the twenty-one day notice and the lender consents are hard requirements that cannot be compressed.
Who counts as a secured creditor?
Any lender holding security over the LLP's assets. In practice that means the bank behind any term loan or cash credit facility, vehicle finance, equipment finance and anyone in whose favour a charge has been registered.
The list is built from the charge records and from the LLP's own facility documents, because the two do not always agree. Consents are requested early — lenders route them through credit teams and rarely turn them around quickly.
Can an LLP's registered office be at a partner's home?
Yes, and it is very common. There is no requirement for commercial premises.
What is required is the same everywhere: a no-objection certificate from the owner, a recent utility bill, the lease or licence document where the LLP is not the owner, the name and address displayed outside, and an address at which communications can genuinely be received. A house that is shut for months of the year meets the first three and fails the last.
What is the penalty for not having a proper registered office?
A per-day penalty on the LLP and on every partner, running for as long as the default continues and subject to a prescribed maximum for each.
Separately, failing to display the required particulars — the name outside the office, and the name, registered office address, registration number and limited liability statement on invoices and official correspondence — carries its own penalty. Both are inexpensive to fix and awkward to explain if they are found unfixed.
How is this different from changing a company's registered office?
Three material differences. An LLP's procedure comes from its agreement rather than from a statutory table. There is no distinction between moving within a city and moving to another town in the same state — a company needs a special resolution for the latter and an LLP does not. And an interstate move needs no Regional Director application.
What an LLP has instead is the twenty-one day newspaper notice and the secured creditor consents. Within a state the LLP route is genuinely simpler; across states it is shorter but front-loaded with waiting.
We moved but never filed. What happens now?
The registered office has not changed, in law. Whatever was served at the old address was validly served, and additional fee has been accruing per day of delay since the thirty days expired.
The fix is to file now, with the additional fee, and to check what came to the old address in the meantime. Where the LLP has also crossed a state line without the notice and consents, the sequence has to be completed properly before Form 15 can go in — which is another reason not to leave it.
How long does the whole thing take?
One to two weeks for a move within Goa, most of which is assembling the address proof and collecting partner signatures. Add a few days where a supplementary agreement and Form 3 are also needed.
Five to seven weeks for an interstate move, driven almost entirely by the twenty-one day newspaper notice and by how quickly secured lenders return their consents. The lender consents are started on day one for exactly that reason.
Send the LLP agreement and both addresses.
The agreement decides the procedure and tells us whether a supplementary deed is needed. With the new address proof, that is enough to give you the route, the consents required and a realistic date the change becomes effective.