Structured Biiz

CHANGE IN OBJECT CLAUSE

Every LLP is required to define its main object at the time of incorporation and the same is incorporated in the LLP Agreement. As per Section 11 (2) (c) of the LLP Act, 2008, the incorporation document of the LLP shall state the proposed business of the LLP.

Object Clause is the clause in the LLP Agreement which defines the main business activity of the LLP. To change the goals or aims and objectives of a business, the LLP needs to alter the LLP Agreement.

The process starts with passing of a Board resolution for changing the objects of the LLP. In case the name of the LLP does not signify the object clause i.e., main business activities of the LLP, the LLP needs to also change its name.

Documentation and drafting of Supplementary Agreement is required in this regard. Documents and forms are required to be submitted to ROC for approval.

Process

In case the LLP Agreement specifies that the majority of partners is required to pass a resolution to effect a change in Object Clause of the LLP, a Resolution to change the main business activity of the LLP is required to be passed by the majority of the Partners of the LLP.

In case the LLP Agreement does not provide the procedure to be followed for change of object clause, then the consent of all the partners shall be required for changing the object clause of the LLP Agreement.

In case the name of the LLP is also required to be changed, then an application for reservation of new name needs to be filed with the Registrar of Companies along with the consent of all the Partners.

Once, the name is approved and reserved by the Registrar of Companies, the notice of change of name of the LLP is required to be given to the Registrar in another prescribed form within 30 days of approval and reservation of name.

The Registrar of Companies, after being satisfied that the documents and procedures are complied with, shall issue a Fresh Certificate of Incorporation in the new name. The changed name shall become effective from the date of such Fresh Certificate of Incorporation issued

A Supplementary Agreement duly signed and executed by all the Partners with the clause in regard to change of object clause and change of name must be filed in a prescribed form along with the requisite fees with the Registrar of Companies.

Supplementary Agreement needs to be filed along with the Original LLP Agreement and certified copy of resolution passed by the majority of the Partners of the LLP.

Once the prescribed Form is approved by the Registrar of Companies, the LLP can undertake business activities as per the new main object clause of the LLP.

Change in Object Clause of LLP

All inclusive

*The fee mentioned above is inclusive of Govt. Fee. However, Stamp Duty Payment or late Penalty Fee or any out of pocket expenses arising in the matter shall be charged separately.