Change of
Registered Office
of LLP
Shift your LLP's registered office address — within the same city, to a different city in the same state, or to a completely different state. CA/CS-managed Form 15 filing on MCA V3 within 30 days, with partner resolution, address proof, LLP Agreement amendment, and post-shift GST update.
Form 15 — LLP Registered Office Change
An LLP's registered office is its official legal address — the address where all government notices, MCA communications, legal summons, and official correspondence are sent. It appears in the LLP Agreement, on MCA's LLP master data, and on the Certificate of Incorporation. When the LLP needs to shift this address — whether for a workspace move, city relocation, or state change — the change must be formally notified to the Registrar of LLPs through Form 15.
Unlike company registered office changes (which use different forms for different scenarios — INC-22, INC-23, and MGT-14), the LLP Act uses a single form — Form 15 — for all types of registered office changes: within the same city, to a different city in the same state, or to an entirely different state. The procedure and additional requirements however vary significantly depending on which type of shift it is. Additionally, because the registered office address is recorded in the LLP Agreement, a Form 3 amendment is always required alongside Form 15 to update the address clause in the LLP Agreement.
Form 15 Always Comes With Form 3 — Two Filings Required
Unlike a company registered office change (which only requires INC-22), an LLP registered office change requires both Form 15 and Form 3 (LLP Agreement amendment). This is because the LLP Agreement specifically records the registered office address, and any change to the agreement must be filed in Form 3 within 30 days of the amendment. TaxClue handles both filings as a single engagement — no double co-ordination or double fee.
Which Type of Shift Applies to Your LLP?
Although Form 15 is the same form for all scenarios, the partner approval level, LLP Agreement clause affected, and additional compliance requirements differ depending on how far you are shifting. TaxClue identifies the correct pathway during the free consultation.
New GST Registration Mandatory When Shifting to a Different State
GST registration is state-specific. A shift to a new state requires obtaining a new GSTIN in the new state — the existing GSTIN cannot be reassigned or transferred. If the LLP continues operations in the old state, the existing GSTIN should be retained (or downgraded to additional place of business). If operations have fully moved, the old GSTIN must be cancelled after clearing all pending returns and ITC. TaxClue manages the complete GST transition — new registration, old GSTIN closure, and ITC reconciliation.
All Three Scenarios Compared
| Requirement | Within Same City | Different City, Same State | Different State |
|---|---|---|---|
| Partner Approval | Designated Partner resolution | Partner resolution (per LLP Agreement) | All partners / unanimous resolution |
| Form 15 | Required | Required | Required |
| Form 3 (LLP Agreement) | Address clause only | Address clause only | Address + State clause both amended |
| Filing Deadline | Within 30 days of resolution | Within 30 days of resolution | Within 30 days of resolution |
| Newspaper Notice | Not required | Not required | Required — in state being vacated |
| Creditor Notice | Not required | Not required | Individual notice to secured creditors |
| LLPIN Change | No change | No change | No change (unlike CIN for companies) |
| GST Update | Address amendment only | Address amendment only | New GSTIN in new state required |
| Registrar Jurisdiction | No change | No change | Changes to new state's ROC |
| Typical Timeline | 1–2 weeks | 2–4 weeks | 6–10 weeks |
| Late Fee if Missed | ₹100/day from day 31 | ₹100/day from day 31 | ₹100/day from day 31 |
LLP vs Company: LLPIN Does NOT Change on Inter-State Shift
This is an important difference from companies — when a company shifts to a different state, its CIN changes (the state code embedded in the CIN is updated). For LLPs, the LLPIN does not change even when shifting to a different state. The LLPIN is a fixed identifier that does not encode the state. However, the Registrar jurisdiction does change — post-shift, all future Form 15 and other filings will be with the new state's ROC, and the MCA master data will reflect the new state.
How TaxClue Handles the LLP Office Shift
Scenarios 1 & 2 — Within City or Same-State City Shift
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1
Collect Address Proof of New Location
TaxClue advises on what address proof MCA accepts for Form 15 — utility bill (electricity, gas, or telephone) not older than 2 months, property tax receipt, or bank statement showing the new address. If the office is rented or at a CA's address, a No Objection Certificate (NOC) from the property owner is required alongside the rent agreement or the owner's utility bill.
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2
Pass Partner / Designated Partner Resolution
A resolution is passed by the designated partners (or all partners, as specified in the LLP Agreement) approving the shift to the new address. TaxClue drafts the resolution in the correct format — stating the current address, the proposed new address, and the effective date of shift. The resolution is signed by all designated partners.
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3
Execute Supplementary LLP Agreement — Amend Address Clause
A supplementary deed to the LLP Agreement is drafted by TaxClue's CS — amending the registered office address clause to reflect the new address. All partners sign the supplementary deed on stamp paper of the appropriate value for the state. This amended agreement is a mandatory attachment to both Form 15 and the Form 3 amendment filing.
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4
File Form 15 on MCA V3 — Within 30 Days
Form 15 is filed on MCA V3 within 30 days of the partner resolution. Attachments: partner resolution, address proof (utility bill / NOC / rent agreement), and the supplementary LLP Agreement. Signed with the DSC of the Designated Partner filing the form. TaxClue files within 2–3 working days of receiving all documents.
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5
File Form 3 — LLP Agreement Amendment
The supplementary deed (executed in Step 3) is separately filed as a Form 3 amendment — notifying the Registrar of the updated LLP Agreement. Both Form 15 and Form 3 are typically filed on the same day. MCA updates the registered office address on the LLP's master data record.
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6
Post-Shift — GST Amendment, Bank Notification
After MCA confirms the address update, TaxClue assists with: GST registration address amendment (GSTIN unchanged — only address updated), bank account correspondence address notification, and updating any regulatory licences (MSME, FSSAI, IEC, etc.) to the new address.
Scenario 3 — Inter-State Shift (Additional Steps)
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1
Pass All-Partner Resolution + Amend State & Address Clauses
An all-partner resolution is passed approving the inter-state shift. The supplementary LLP Agreement amends both the state clause (Clause specifying the state of the registered office) and the address clause. TaxClue drafts the supplementary deed to ensure both clauses are correctly updated, as both are mandatory for a state change.
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2
Publish Newspaper Notice in State Being Vacated
A notice announcing the proposed shift of registered office to another state is published in a newspaper circulating in the district of the current registered office. TaxClue co-ordinates newspaper publication and collects the advertisement copy for attachment to Form 15.
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3
Serve Notice to All Secured Creditors
Individual notices of the proposed inter-state shift are sent to all secured creditors (banks, financial institutions, and lenders with charges registered on LLP assets) by registered post or speed post. TaxClue prepares the notice text and co-ordinates dispatch with proof of delivery for attachment to Form 15.
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4
File Form 15 + Form 3 — With Additional Attachments
Form 15 is filed within 30 days with all attachments: partner resolution, supplementary LLP Agreement (both clauses amended), address proof of new location, newspaper advertisement copy, and creditor notice dispatch proof. Form 3 amendment is filed simultaneously. Both are filed with the new state's ROC (since jurisdiction has now shifted).
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5
Obtain New GST Registration in New State
A fresh GST registration is applied for in the new state — new GSTIN is issued by GST authorities. TaxClue manages the complete transition: new GSTIN application with the new state address, filing of final GSTR returns in the old state, cancellation of old GSTIN (or downgrade to additional place of business if some operations remain in the old state).
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6
Update All Regulatory Registrations & Business Records
TaxClue provides a comprehensive post-shift checklist and assists with: Income Tax address update (PAN/TAN address updated on IT portal — jurisdiction may change), bank account notification with new address, MSME/IEC/FSSAI/drug licence amendments, and updating the LLP name on all letterheads, invoices, contracts, and website to reflect the new state address.
Checklist for Form 15 Filing
Common — All Three Scenarios
Additional — Inter-State Shift (Scenario 3) Only
What Gets Updated After MCA Confirms Address Change
Address Proof — What MCA Accepts for Form 15
MCA accepts only specific documents as registered office address proof in Form 15: (i) utility bills — electricity, gas, telephone, or water — not older than 2 months, in the name of the LLP or the property owner; (ii) municipal property tax receipt; (iii) bank statement showing the address. A PO Box address is not accepted — the address must be a physical location capable of receiving official mail. If the registered office is at a CA's or partner's residence, the NOC from that individual plus their utility bill at that address is required. TaxClue reviews all address proof documents before filing to prevent Form 15 rejection.
Form 15 — LLP Office Change Questions
Form 15 and Form 3 serve different purposes and are separate statutory obligations. Form 15 is the notification to the Registrar of LLPs that the registered office address has changed — it updates MCA's official record of the LLP's address. Form 3 is required because the LLP Agreement records the registered office address, and any change to the LLP Agreement (including the address clause) must be filed with MCA under Section 23 of the LLP Act within 30 days. The LLP Act treats Form 15 (office change notification) and Form 3 (LLP Agreement amendment filing) as distinct obligations. Filing one without the other creates a discrepancy between MCA's records — and both attract separate ₹100/day late fees if missed. TaxClue files both simultaneously as a single coordinated engagement.
Yes — an LLP's registered office can be at a partner's residential address. This is common for newly formed LLPs and smaller professional practices. The requirements are the same as any registered office: (i) the partner must provide a written NOC permitting the LLP to use their home as the registered office, and (ii) address proof (utility bill in the partner's name at that address) must be provided. The LLP must be capable of receiving official MCA communications and government notices at that address. TaxClue prepares the NOC format and advises on the correct address proof for residential registered offices.
The newspaper notice for an inter-state shift is a procedural requirement under the LLP Rules — it is not conditional on whether creditors exist. Even if the LLP has no secured creditors and no borrowings, the newspaper notice must be published before Form 15 is filed for an inter-state shift. The newspaper notice serves as a general public announcement giving any interested party (not just creditors) the opportunity to know about the shift. The copy of the newspaper advertisement is a mandatory attachment to Form 15 for inter-state shifts. If there are no secured creditors, a simple declaration confirming this can be attached in lieu of individual creditor notices.
No — the LLP Act and LLP Rules do not prescribe any minimum waiting period between consecutive registered office changes. An LLP can change its registered office as many times as needed, provided each change is filed in Form 15 (and Form 3) within 30 days of the relevant partner resolution. There is no "cooldown period" equivalent to the 1-year lock-in that applies to company name changes. However, very frequent address changes may attract scrutiny from the Registrar if they appear to be an attempt to avoid regulatory oversight — TaxClue can advise on managing address changes efficiently.
Yes — stamp duty on a supplementary LLP Agreement is governed by the stamp laws of the state in which the document is executed. If you are shifting from Maharashtra to Karnataka, the supplementary deed amending the LLP Agreement should be executed on stamp paper of the value applicable in the state where it is being executed. After the shift is complete, any future LLP Agreement amendments will be executed on stamp paper applicable in the new state. TaxClue advises on the correct stamp duty value for the supplementary deed for both the old and new state, and ensures the document is correctly executed to avoid any challenge to its validity.
Annual filing obligations — Form 11 (Annual Return) and Form 8 (Statement of Accounts) — continue unaffected by a registered office change. These are filed with MCA V3 regardless of the LLP's address, and the filing portal remains the same nationally. However, for an inter-state shift, the Registrar jurisdiction changes — all subsequent MCA correspondence and inspection requests will come from the new state's ROC. The LLP's compliance history is fully preserved under the same LLPIN irrespective of the state change. TaxClue includes post-shift annual compliance management in its retainer packages.
Form 15 — LLP Registered Office Shift
TaxClue identifies your scenario, drafts the partner resolution and supplementary LLP Agreement, files Form 15 and Form 3 on MCA V3 within 30 days, and handles all post-shift GST, bank, and licence updates.
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