Rule 17 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 17 explains how an LLP shifts its registered office: who must consent, what notice goes to the Registrar and when, what extra steps apply when the move is from one State to another, and what must be disclosed about prosecutions. This article explains it as notified in 2009.
An LLP changes its registered office by the procedure in its LLP agreement or, if there is none, with the consent of all partners (rule 17(1)). For a move to another State, secured creditors must also consent. Notice goes to the Registrar in the prescribed form within 30 days (rule 17(2)), disclosing pending prosecutions and show cause notices (rule 17(3)). For an inter-State move, a general notice must be published at least 21 days before filing (rule 17(4)). The Rules have been amended since 2009; check the current form, time limits and fee.
Read this first: the 2009 text and later amendments
This article states what rule 17 provided as notified on 1 April 2009. The Rules have been amended several times since, including the form, the fee and the time limits, and the portal steps are different. For the current filing position, see our post on the form for changing the registered office. Check the MCA portal or the current Rules before acting. This article gives no fee amount and no portal step.
Rule 17 implements sub-section (3) of section 13 of the LLP Act, 2008; see Section 13: registered office and change of office. For present-day requirements about the office itself, see our guide on the registered office of an LLP. If you plan to relocate, our LLP registration service can help you check the current route.
Rule 17(1): the internal decision
The LLP "may change its registered office from one place to another by following the procedure as laid down in the limited liability partnership agreement". If the agreement has no such procedure, "consent of all partners shall be required".
The proviso: where the change is from one State to another, an LLP having secured creditors shall also obtain the consent of those secured creditors. The proviso is limited to inter-State moves; the text does not require creditor consent for a change within a State. It also says only "secured creditors", not unsecured creditors.
Example. Narang Textiles LLP has an LLP agreement that says nothing on shifting the office. It wants to move from Ludhiana to Jaipur. Rule 17(1) needs the consent of all partners, because the agreement is silent. Because the move is to another State and the LLP has a bank loan secured on its machinery, the secured lender's consent is also needed. A move within Ludhiana would need only the partners' consent.
Rule 17(2): the notice to the Registrar
For the purposes of section 13(3) of the Act, notice of the change is given to the Registrar in the prescribed form, with the annexure fee, within 30 days of:
| Type of change | The 30 days run from |
|---|---|
| Within the same State | Complying with the requirements of rule 17(1) |
| From one State to another | Complying with rule 17(4) |
For the same-State case, the clock starts when the consent or agreement procedure is complete. For the inter-State case, the text says the thirty days run from complying with sub-rule (4), the newspaper notice. This is a point to read with care, as set out in the drafting note below.
Rule 17(3): prosecutions and show cause notices
Where there is any conviction, ruling, order or judgment of any Court, tribunal or other authority against the LLP, the particulars of such prosecutions initiated against it, or show cause notices received by it, for alleged offences under the LLP Act "shall be stated in the notice of change of place of registered office". The point is disclosure. The Registrar is told about the LLP's record before an office is shifted, which may bring it under a different Registrar's jurisdiction.
The text says "alleged offences under the LLP Act". It does not extend to offences under other laws.
Rule 17(4): the newspaper notice for an inter-State move
Where the move is from one State to another, the LLP "shall publish a general notice, not less than 21 days before filing any notice with Registrar", in a daily newspaper published in English and in the principal language of the district in which the registered office is situated, and circulating in that district, giving notice of the change.
Three requirements are visible:
- Two languages: English and the principal language of the district.
- Circulation: in the district of the existing registered office.
- Timing: at least 21 days before the filing with the Registrar.
Rule 17(5): which Registrar receives the notice
Where the change is from the jurisdiction of one Registrar to another, whether within the State or from one State to another, the LLP files the notice with the Registrar from where it proposes to shift, with a copy "for the information" of the Registrar under whose jurisdiction the office is to be shifted. So the main filing goes to the old Registrar and the new Registrar receives a copy.
Drafting note
Rule 17(2) says that for an inter-State change the 30 days run from "complying with sub-rule (4)". But rule 17(4) says the newspaper notice must be published "not less than 21 days before filing any notice with Registrar". Read together, the 30 days start from the publication, and filing must be at least 21 days after publication, which leaves a window of 9 days to file if the notice is published and the 30 days run from that date. The text does not say this in so many words, so the arithmetic is an inference, not a printed rule. Anyone relying on a timeline should check the current Rules. Also, rule 17(2)'s 30 days under the same-State case refer to rule 17(1), while the inter-State case says nothing about rule 17(1)'s consent; presumably it still applies, but the sub-rule is silent.
Step map as notified in 2009
| Move | Internal decision | Creditors | Newspaper notice | Filing |
|---|---|---|---|---|
| Within same Registrar's jurisdiction | LLP agreement procedure or all partners | Not required by the rule | Not required by the rule | Notice within 30 days of 17(1) |
| Between Registrars, same State | Same | Not required by the rule | Not required by the rule | With the old Registrar, copy to the new one (17(5)) |
| One State to another | Same | Secured creditors' consent | At least 21 days before filing | With the old Registrar, copy to the new one |
Practical points
- Check the LLP agreement first; if it has a procedure, follow it. Otherwise, collect the consent of every partner.
- For an inter-State move, list secured creditors early; their consent may take time.
- Prepare a note of prosecutions and show cause notices under the LLP Act before filing.
- The 2009 steps may have changed. Treat this table as the position as notified, not as today's checklist.
Need help shifting your LLP's registered office?
Consent, creditor approvals, notice and filing have to be sequenced correctly. Our LLP registration team can check the current rules for your move and handle the filing.
Key takeaways
- The LLP agreement's procedure governs a change of registered office; if there is none, all partners must consent (rule 17(1)).
- For a move to another State, secured creditors must also consent.
- Notice to the Registrar in the prescribed form is due within 30 days, with the 2009 trigger depending on the type of move (rule 17(2)).
- Prosecutions and show cause notices under the LLP Act must be stated in the notice (rule 17(3)).
- An inter-State move needs a general notice in an English and a local-language daily at least 21 days before filing (rule 17(4)).
- Filing is with the Registrar from where the office is shifting, with a copy to the new one (rule 17(5)).
- This is the 2009 position; check the current Rules.
Read next
- Rules 15-16: service of documents and address for service
- Rule 18: name of LLP, restrictions and reservation
- How to file the form for change of registered office
Disclaimer: Based on the Limited Liability Partnership Rules, 2009 as notified on 1 April 2009. The Rules have been amended several times since; current forms, fees and time limits must be checked before acting. This article is general information, not legal advice; check the official text before acting.