Shifting of registered office of Limited Liability Partnership

[2021] 132 taxmann.com 134 (Article)

1. Registered office of LLP

Registered office of limited liability partnership refers to the official correspondence address of a limited liability partnership or its principal place of business. Partners of the limited liability partnership decide the State in which the registered office shall be situated at the time of incorporation of the limited liability partnership. The registered office of a limited liability partnership is the main office of the limited liability partnership to which all communication relating to the limited liability partnership is sent by the governmental departments. The partners of the limited liability partnership must declare the registered office of the LLP during incorporation and maintain certain documents at the registered office. Unlike a company, a limited liability partnership has to provide required documents of address proof at the time of registering a new limited liability partnership.

Every limited liability partnership shall have a registered office. An Incorporation Document subscribed by at least two partners shall have to be filed with the Registrar of Companies in a prescribed form. Contents of LLP Agreement, as may be prescribed, shall also be required to be filed with Registrar of Companies, online

Limited liability partnership shall be registered with the Registrar of Companies appointed under the Companies Act, 2013 after following the provisions specified in the Limited Liability Partnership Act of 2008.

2. Purposes for having the registered office

Some of the purposes for having the mandatory provisions of having the registered office are as under:-

1. Determination of domicile of a limited liability partnership for all practical purposes.

2. Determination of the Jurisdiction of Court.

3. Determination of Jurisdiction for payment of different types of duties.

4. Inspections of registers and records by the Registrar of Companies, as required to maintain under Limited Liability Partnership Act 2008 at the registered office of the company.

3. Shifting of the registered office of LLP – reasons

Once the registered limited liability partnership is done and when the LLP is operating, there could arise many reasons for shifting of the registered office of the limited liability partnership from one place to another, even from one state to another state. There could be many reasons for shifting of the registered office and some of them could be:-

(i) Core activities of the business of the limited liability partnership.

(ii) Majority of partners of limited liability partnership may be located in the state other than the place where the registered office of the limited liability partnership is there.

(iii) of limited liability partnership may like to have for administrative convenience, their corporate office, sales, and marketing office and registered office under one roof.

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