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MY LLP HAS BEEN SHIFTED ONE ROC OFFICE TO ANOTHER? HOW DO I FILE EFORM WITH FIFTEEN WITH BOTH THE ROC?

MY LLP HAS BEEN SHIFTED ONE ROC OFFICE TO ANOTHER? HOW DO I FILE EFORM WITH FIFTEEN WITH BOTH THE ROC?

Introduction

MY LLP HAS BEEN SHIFTED ONE ROC OFFICE TO ANOTHER? HOW DO I FILE EFORM WITH FIFTEEN WITH BOTH THE ROC?

When a company decides to change its registered office from one state to another in India, it’s a significant step that requires careful planning and compliance with the Companies Act, 2013, and other relevant regulations. This change may be necessitated by business reasons or operational requirements. The following steps outline the process for filing eForm 15 with both ROCs:

In the context of a Limited Liability Partnership (LLP) in India, “eForm LLP” refers to a series of electronic forms that are used for various statutory filings and compliance purposes with the Ministry of Corporate Affairs (MCA) of the Government of India. These eForms have replaced traditional paper forms and are submitted electronically through the MCA’s online portal. LLPs in India are required to use these eForms for various filings and updates with the Registrar of Companies (ROC). Visitofficialwebsite 

PROCESS TO FILE EFORM WHEN LLP REGISTER OFFICE SHIFTED ONE ROC TO ANOTHER

Step 1: Board Resolution and Partners’ Approval:

  1. Hold a meeting of the Designated Partners and pass a resolution approving the shifting of the registered office from one state to another. Ensure proper documentation of the resolution.
 

Step 2: File eForm MGT-14:

  1. File eForm MGT-14 with the old ROC within 30 days of passing the resolution. This form contains details of the special resolution authorizing the shift. Pay the prescribed fees for this filing.
 

Step 3: Prepare New LLP Agreement:

  1. Draft a new LLP Agreement that reflects the change in the registered office’s state. Ensure that the new agreement complies with the Limited Liability Partnership Act, 2008, and other applicable laws.
 

Step 4: Obtain No Objection Certificates (NOCs):

  1. Obtain No Objection Certificates (NOCs) from various authorities and stakeholders as required, including creditors, secured creditors, unsecured creditors, and others. These NOCs may need to be submitted along with the eForms.
 

Step 5: Publish Newspaper Advertisements:

  1. Publish advertisements in a widely circulated English-language newspaper and a vernacular language newspaper in both the old and new states. These advertisements should notify the public about the change in the registered office. Keep copies of these publications as they may be required for filing.
 

Step 6: File eForm 15 with the Old ROC:

  1. Prepare and file eForm 15 (Declaration for shifting the registered office from one state to another) on the Ministry of Corporate Affairs (MCA) portal. This form should be filed with the old ROC where the LLP was originally registered. Ensure that you provide accurate and complete information, including the NOCs obtained.
 

Step 7: Pay Fees:

  1. Pay the prescribed filing fees for eForm 15.
 

Step 8: File eForm 15A with the New ROC:

  1. File eForm 15A (Application for direction to ROC for change in the place of the registered office within the same state) with the new ROC in the state where the registered office is being shifted. This form notifies the new ROC about the change.
 

Step 9: Compliance with ROC Directions:

  1. Comply with any directions or requirements issued by both the old and new ROCs during the process.
 

Step 10: Update LLP Agreement and Records:

  1. Amend the LLP Agreement to reflect the change in the registered office’s state and update all records, including the LLP’s website and letterheads, to reflect the new registered office address.
 

Step 11: Legal and Professional Assistance:

  1. Seek assistance from legal and accounting professionals experienced in LLP compliance and ROC matters to ensure all requirements are met accurately and efficiently.

WHY IS IMPORTANT TO FILE EFORM WHEN LLP REGISTER OFFICE SHIFTED ONE ROC TO ANOTHER

  1. Legal Compliance: It is a legal requirement under the Limited Liability Partnership Act, 2008, and the Companies (Incorporation) Rules, 2014, in India. Non-compliance can lead to penalties and legal consequences.

  2. Transparency: Filing eForms ensures transparency and regulatory compliance. It notifies the government, stakeholders, and the public about the change in the LLP’s registered office address.

  3. Public Record: The information filed in eForms becomes part of the public record. It helps maintain an accurate and up-to-date database of LLPs and their registered office locations.

  4. Stakeholder Awareness: Filing eForms informs stakeholders, including creditors, investors, and business partners, about the change in the LLP’s registered office. This allows them to update their records and correspond with the LLP at the correct address.

  5. Legal Validity: To maintain the legal validity of the LLP’s registered office and ensure that any legal notices or communication reach the LLP at its new address.

  6. Compliance with NOCs: Obtaining No Objection Certificates (NOCs) from creditors, authorities, and stakeholders is often a prerequisite for shifting the registered office. Filing eForms provides evidence that the NOCs have been obtained and submitted to the relevant authorities.

  7. Proper Communication: Ensures that the ROC in the new jurisdiction is aware of the change in the registered office’s address. This is essential for any future communication, compliance, or regulatory matters.

  8. Correct Legal Jurisdiction: Filing eForms helps ensure that the LLP is subject to the laws and jurisdiction of the new ROC’s jurisdiction, which may have specific legal requirements and regulations that differ from the old jurisdiction.

  9. Risk Mitigation: By following the legal process and filing the necessary forms, the LLP mitigates the risk of legal challenges, disputes, or challenges to the validity of the change in registered office.

  10. Continuous Compliance: Maintaining compliance with ROC requirements demonstrates the LLP’s commitment to following legal procedures and fulfilling its regulatory obligations.

How do I change the registered office of the LLP

To change the registered office of a Limited Liability Partnership (LLP), you typically need to follow these steps:

  1. Conduct a Board Meeting: Hold a board meeting to pass a resolution to change the registered office address. Ensure that the meeting is conducted in compliance with the LLP Agreement and the relevant provisions of the LLP Act.

  2. File Form LLP-15: Prepare and file Form LLP-15 (Notice of Change of Registered Office Address) with the Registrar of Companies (RoC). This form is available on the Ministry of Corporate Affairs (MCA) portal or the relevant regulatory authority’s website. Provide the details of the old and new registered office addresses along with supporting documents.

  3. Notify Changes to Partners: Inform all partners of the LLP about the decision to change the registered office address. Ensure that all partners are aware of the new address and any implications it may have on communication and operations.

  4. Update Business Records: Update all business records, including letterheads, websites, business cards, and any other official documents, to reflect the new registered office address. Notify relevant stakeholders, such as clients, suppliers, and banks, about the change in address.

  5. Publication in Newspaper (if required): Some jurisdictions may require LLPs to publish a notice regarding the change of registered office address in a local newspaper. Check the local regulations to determine if this step is necessary.

  6. Receive Confirmation: Upon successful processing of Form LLP-15 by the RoC, you will receive confirmation of the change of registered office address. Ensure that you keep a copy of the confirmation for your records.

  7. Update Government Records: Update government records and regulatory filings with the new registered office address, if applicable. This may include updating tax records, licenses, permits, and other regulatory filings.

  8. Maintain Records: Maintain proper records of all documents related to the change of registered office address, including resolutions, filings with the RoC, and communication with partners and stakeholders.

It’s important to ensure compliance with all legal and regulatory requirements when changing the registered office address of an LLP. Consulting with legal professionals or corporate service providers familiar with the process can help ensure that the change is carried out smoothly and in accordance with the law.

How to file Form 15 LLP

  1. STEP : Acknowledgement is generated.
  2. 2.1.2.1.
  3. Option 1.
  4. STEP 1: Access MCA homepage.
  5. STEP 2: Login to MCA portal with valid credentials.
  6. STEP 3: Access application history through user dashboard.
  7. STEP 4: Select Form 15 application with status as ‘Resubmission required’
  8. STEP 5: Fill up the application.

Who is the registering authority for LLP

In most jurisdictions, the registering authority for Limited Liability Partnerships (LLPs) is the government agency responsible for overseeing corporate affairs, business registrations, and compliance with company laws. This agency is typically a part of the Ministry of Corporate Affairs or a similar governmental department.

For example, in India, which is one of the jurisdictions where LLPs are prevalent, the registering authority for LLPs is the Registrar of Companies (RoC), which operates under the Ministry of Corporate Affairs. The RoC is responsible for the incorporation, registration, and regulation of companies and LLPs, including the approval of name reservations, filing of incorporation documents, and maintenance of company registers and records.

Similarly, in other countries where LLPs are recognized as a legal business structure, the registering authority may be a government agency or department with similar functions and responsibilities for overseeing business entities.

It’s important to note that the specific registering authority and procedures may vary depending on the jurisdiction and the laws and regulations governing LLPs in that particular country or region. Therefore, individuals looking to register an LLP should consult the relevant government agency or seek legal advice to ensure compliance with the applicable laws and procedures.

FILE EFORM WITH FIFTEEN WITH BOTH THE ROC

How long does it take to change LLP name

The duration it takes to change the name of a Limited Liability Partnership (LLP) can vary depending on various factors, including the jurisdiction where the LLP is registered and the efficiency of the registering authority. However, in many cases, the process typically takes several weeks to complete.

Here’s a general outline of the timeline involved in changing the name of an LLP:

  1. Preparation and Submission of Documents: The LLP partners need to prepare the necessary documents for changing the name, such as the resolution approving the name change and the application form for name change. Once the documents are prepared, they are submitted to the registering authority.

  2. Processing Time by Registering Authority: The registering authority, often the Registrar of Companies (RoC) or a similar agency, reviews the application for name change. The processing time can vary depending on the workload of the authority and the efficiency of their processes. In some cases, it may take a few weeks for the authority to process the application.

  3. Approval and Issuance of Certificate: Once the registering authority approves the name change, they issue a certificate confirming the change of name. The time taken for approval and issuance of the certificate can vary but typically takes several weeks.

  4. Updating Records and Communication: After receiving the certificate confirming the name change, the LLP partners need to update their records, including business documents, licenses, permits, and bank accounts, with the new name. They may also need to communicate the name change to relevant stakeholders, such as clients, suppliers, and government agencies.

It’s important to note that the actual duration may vary based on the specific circumstances of each case and any additional requirements or procedures imposed by the registering authority. Additionally, delays may occur due to factors such as incomplete or inaccurate documentation, backlogs at the registering authority, or any objections raised during the name change process.

To get a more precise estimate of the timeline for changing the name of an LLP, it’s advisable to consult the registering authority or seek guidance from legal professionals familiar with the procedures in the relevant jurisdiction.

Can a LLP have any other address in addition to registered address

Yes, a Limited Liability Partnership (LLP) can have multiple addresses in addition to its registered office address. These additional addresses may serve different purposes and are typically referred to as “branch offices” or “operational addresses.”

Here’s a brief explanation of the different types of addresses an LLP may have:

  1. Registered Office Address: This is the primary address of the LLP, as recorded with the Registrar of Companies (RoC) or the relevant registering authority. The registered office address is where official communications and notices from government authorities and other stakeholders are sent.

  2. Branch Office Address: An LLP may establish branch offices in different locations to conduct its business operations. These branch offices may serve specific geographical areas, cater to different customer segments, or house certain departments or functions of the LLP. Branch offices may have their own addresses and facilities.

  3. Corporate Office Address: Some LLPs may choose to establish a corporate office in addition to their registered office. The corporate office may serve as the central administrative and management hub of the LLP, overseeing the activities of various branch offices and departments.

  4. Operational Address: LLPs may also use operational addresses for specific purposes, such as sales offices, distribution centers, or service locations. These addresses may be temporary or permanent, depending on the nature of the LLP’s operations.

It’s important to note that while an LLP can have multiple addresses for operational convenience, legal and regulatory requirements may vary depending on the jurisdiction. The registered office address must always be maintained and updated with the RoC or the relevant authority as per the LLP Act’s provisions. Additionally, any changes to the registered office address must be notified to the RoC within the prescribed timeframe and in compliance with the LLP Act and regulations.

DIFFICULTY TO FILE EFORM WHEN LLP REGISTER OFFICE SHIFTED ONE ROC TO ANOTHER

  1. Legal Complexity: The process involves legal and regulatory requirements that must be followed meticulously. The LLP Act, 2008, and related rules outline specific steps and documentation that must be in compliance with the law.

  2. NOCs and Consents: Obtaining No Objection Certificates (NOCs) from creditors, authorities, and stakeholders can be challenging, especially if some parties are unwilling to provide consent. The absence of required NOCs can delay the process.

  3. Documentation: Preparing and organizing the necessary documentation, including the LLP Agreement, NOCs, and other supporting documents, can be time-consuming and may require legal expertise.

  4. Change in Jurisdiction: Shifting the registered office to a new ROC jurisdiction may entail different legal and regulatory requirements. Understanding and complying with these requirements can be challenging.

  5. Publication Requirements: Publishing newspaper advertisements in both the old and new jurisdictions may involve coordination and adherence to specific formatting and publication guidelines.

  6. Correct Forms: Choosing and filing the correct eForms for the particular type of change (e.g., change of registered office within the same state or from one state to another) is crucial. Using the wrong forms can lead to rejection or delays.

  7. Timely Filings: Meeting the statutory deadlines for filing eForms is essential. Delays in filing can result in penalties and complications.

  8. Communication with ROCs: Coordinating with both the old and new ROCs, addressing their queries, and ensuring timely responses can be challenging, especially if there are differences in the procedures and requirements of the two ROCs.

  9. Statutory Compliance: Maintaining compliance with all statutory requirements during the transition can be complex, as it involves adherence to various laws, regulations, and notifications.

  10. Legal Review: Engaging legal professionals to review and validate the documentation and compliance with the law is crucial but may incur additional costs.

HOW AURIGA ACCOUNTING HELP YOU TO FILE EFORM WHEN LLP REGISTER OFFICE SHIFTED ONE ROC TO ANOTHER

  1. Legal Expertise: Auriga Accounting may have a team of legal experts who are well-versed in Indian corporate law, specifically the Limited Liability Partnership Act, 2008, and related regulations. These experts can provide guidance on the legal requirements and procedures for shifting the registered office.

  2. Documentation Preparation: Auriga Accounting can assist in preparing the necessary documentation, including drafting the LLP Agreement, ensuring it complies with the law, and organizing other supporting documents required for the filing.

  3. NOC Coordination: Obtaining No Objection Certificates (NOCs) from various stakeholders, including creditors and authorities, can be challenging. Auriga Accounting may help coordinate this process and ensure that all required NOCs are obtained.

  4. Form Selection: Selecting and correctly filling out the appropriate eForms for the specific type of change (e.g., change of registered office within the same state or from one state to another) is crucial. Professional services firms can help ensure the correct forms are used.

  5. Compliance Review: Auriga Accounting can conduct a comprehensive review of all documentation and filings to ensure compliance with statutory requirements, deadlines, and ROC guidelines.

  6. Communication with ROCs: Managing communication with both the old and new ROCs, addressing any queries or requests for additional information, and ensuring timely responses can be handled by professionals with experience in such matters.

  7. Publication Requirements: Auriga Accounting may assist with fulfilling the newspaper publication requirements, including preparing and placing advertisements in accordance with the prescribed guidelines.

  8. Timely Filings: Ensuring that all eForms are filed within the statutory deadlines to avoid penalties and delays is essential. Professional services firms can help manage and track these deadlines.

  9. Stakeholder Notifications: Auriga Accounting may assist in notifying stakeholders, including creditors, investors, and business partners, about the change in the registered office address.

  10. Legal Compliance: Keeping abreast of changes in laws and regulations and ensuring continuous compliance with all statutory requirements throughout the transition process.

February 25, 2024

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