Form 15 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.
"Any such change shall take effect only upon such filing." Until Form 15 is lodged, the old address is still the registered office.
The provision
Section 13(3): "A limited liability partnership may change the place of its registered office and file the notice of such change with the Registrar in such form and manner and subject to such conditions as may be prescribed and any such change shall take effect only upon such filing."
This form is required to be filed where an existing LLP proposes to shift its registered office from one place to another. The change of place of registered office shall take effect only upon filing such form. It is to be filed with the registrar from whose jurisdiction LLP proposes to shift its registered office.
A change within the same State needs a decision and a filing. A change between States adds three requirements, each of which protects someone.
Secured creditors. Rule 17(1)'s proviso: where the change in place of registered office is from one State to another State, the limited liability partnership having secured creditors shall also obtain consent of such secured creditors. A move across a State line changes which courts and Registrar have jurisdiction, and a secured creditor's enforcement position changes with it.
Public notice. Rule 17(4) requires 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 of the limited liability partnership is situated and circulating in that district. Two languages, both circulating in the district being left — so that anyone locally who deals with the LLP learns before it happens.
Disclosure of proceedings. Rule 17(3): where there is any conviction, ruling, order or judgment of any Court, Tribunal or other authority against the limited liability partnership, the particulars of such prosecutions initiated against or show-cause notices received by the limited liability partnership for the alleged offences under the LLP Act shall be stated in the notice. An LLP cannot use a change of address to move away from proceedings quietly.
Note the effect on timing. The twenty-one day newspaper notice must precede the filing, and the thirty-day clock for an interstate move runs from complying with sub-rule (4) — that is, from the publication — rather than from the partners' decision. So the sequence is: decide, obtain secured creditor consent, publish, wait twenty-one days, then file within thirty.
And rule 17(5) requires the notice to be filed with the Registrar the LLP is leaving, with a copy thereof for the information to the Registrar under whose jurisdiction the registered office is proposed to be shifted.
The two Form 15 routes compared
| Within the same State | From one State to another | |
|---|---|---|
| Internal decision | Procedure in the LLP agreement, or consent of all partners | The same, plus consent of secured creditors |
| Public notice | Not required | 21 days before filing, in English and the principal district language |
| Deadline | 30 days of complying with rule 17(1) | 30 days of complying with rule 17(4) |
| Where filed | With the Registrar of the current jurisdiction | The same, with a copy to the incoming Registrar |
Form 15 enclosures
- Proof of changed address of registered office — mandatory.
- Copy of the minutes of decision / resolution / consent of partners.
- The extracts of the relevant provision of the Limited Liability Partnership Agreement, where the change is based on the agreement's own procedure.
The form is signed by a designated partner, certified by a company secretary, chartered accountant or cost accountant in whole time practice, and carries the ordinary contribution fee slabs with Rs. 100 for every day of delay.
The agreement default, again
Rule 17(1) mirrors rule 20(1) on change of name: the LLP agreement's procedure governs, and where it is silent the consent of all partners is required.
Two of the most ordinary corporate decisions — moving office and changing name — therefore require unanimity by default. An LLP agreement that addresses neither has given every partner a veto over both.
Common mistakes
- Treating the move as effective from the partners' decision rather than the Form 15 filing.
- Publishing the newspaper notice fewer than twenty-one days before filing.
- Omitting secured creditor consent on an interstate move.
- Failing to disclose pending prosecutions or show cause notices in the notice.