Chapter III - Incorporation of Limited Liability Partnership and Matters Incidental Thereto
Section 13
Section 13: Registered office of limited liability partnership and change therein
Every LLP needs a registered office for communications and notices. A change takes effect only upon filing the prescribed notice with the Registrar. Section 13(4), replaced in 2022, sets a daily penalty for default.
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Need advice on Section 13?
This article is for general information. Refer to the Limited Liability Partnership Act, 2008 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) Every limited liability partnership shall have a registered office to which all communications and notices may be addressed and where they shall be received. (2) A document may be served on a limited liability partnership or a partner or designated partner thereof by sending it by post under a certificate of posting or by registered post or by any other manner, as may be prescribed, at the registered office and any other address specifically declared by the limited liability partnership for the purpose in such form and manner as may be prescribed. (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. (4) If any default is made in complying with the requirements of this section, the limited liability partnership and its every partner shall be liable to a penalty of five hundred rupees for each day during which the default continues, subject to a maximum of fifty thousand rupees for the limited liability partnership and its every partner.
Key takeaways
Communications address
The registered office is where communications and notices may be addressed and received.
Service and change
Documents can be served in the statutory manner at the registered office or a specifically declared other address; office changes take effect only on filing.
Continuing penalty
Default exposes the LLP and every partner to ₹500 per day, capped at ₹50,000 for the LLP and each partner.
Keep an effective receiving office
Maintain an address able to receive notices and communications. Section 13(2) also recognises another address specifically declared for service in the prescribed form and manner.
File before relying on a changed office
Follow prescribed form, manner and conditions for a change. The Act says the change takes effect only upon filing the notice with the Registrar.
Calculate the amended penalty
For a section 13 default, the 2021 amendment replaced the earlier punishment with ₹500 for each continuing day, up to ₹50,000 for the LLP and each partner. Identify the default period rather than assuming an unlimited total.
Practical preparation
Review these points for the specific transaction or filing.
- Maintain a registered office where LLP communications and notices can be received.
- Use the statutory service address or a specifically declared other address.
- File the prescribed change notice with the Registrar before treating a new registered office as effective.
- Document any default period and the section 13(4) daily penalty cap.
Practical checklist
Do
- Monitor the registered office for statutory communications.
- File the prescribed notice when the office changes.
Avoid
- Do not treat a physical move alone as an effective statutory address change.
- Do not use the pre-2022 section 13(4) punishment text.
Illustrative example
Hypothetical: moving the registered office
Cedar LLP begins using a new office before filing its address-change notice.
Identify effective date
Compare the move date with the section 13(3) filing date.
Complete filing
Submit the prescribed notice and preserve the Registrar acknowledgement.
Assess default
Check the period of noncompliance and the section 13(4) penalty rule.
Outcome
- The address change takes effect only upon filing; default may expose the LLP and every partner to the stated daily penalty and cap.
Glossary
- Registered office
- The LLP address for communications and notices under section 13(1).
- Declared service address
- Another address specifically declared by the LLP for service under section 13(2).
Frequently asked questions
When does a registered-office change take effect?
Section 13(3) says any such change takes effect only upon filing the notice with the Registrar.
Who bears the section 13(4) penalty?
The LLP and its every partner are liable to ₹500 per day of continuing default, each subject to a ₹50,000 maximum.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026