Rule 16(2) of LLP Rules: Detailed Explanation for Indian LLPs

A Limited Liability Partnership (LLP) in India must maintain a registered office address as per Section 13 of the LLP Act, 2008. However, businesses often expand, change their mode of operation, or open satellite offices. In such cases, they may require a second address for receiving official documents.

That’s where Rule 16(2) of LLP Rules, 2009 becomes relevant. It provides LLPs the flexibility to declare an additional address for the service of documents, helping them ensure that important legal or regulatory correspondence is not missed.

Let’s break down what this rule means, how it works, and how to remain compliant under Indian law.

What Does Rule 16(2) of LLP Rules State?

Here’s the exact legal language under Rule 16(2) of the LLP Rules:

“The limited liability partnership may, in addition to the registered office address, declare any other address as its address for service of documents under sub-section (2) of section 13, in the manner as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide for such manner, consent of all partners shall be required for declaring any other address as the address for service of documents.”

Key Takeaways from Rule 16(2)

1. Additional Address is Permissible: LLPs can designate another address (apart from the registered office) to receive legal documents, notices, and communications from regulatory authorities.

2. LLP Agreement is Central: If your LLP Agreement includes a clause explaining how such an address can be declared, that method must be followed.

3. Unanimous Consent Required (if silent): If the agreement does not mention this procedure, the LLP must obtain consent from all partners before making such a declaration.

4. Official Filing Required: LLPs must file Form 12 with the Ministry of Corporate Affairs (MCA) to declare this additional address.

Why Rule 16(2) is Important for LLPs

Declaring an additional service address can benefit LLPs in several scenarios:

• If the registered office is not frequently manned (e.g., rural or administrative addresses)

• When operations expand across multiple cities or states

• To simplify the delivery of government correspondence in co-working or virtual setups

• When partners work remotely or travel often

By declaring an additional service address, you ensure that official communications like ROC notices, income tax letters, or GST correspondence are received on time—preventing missed deadlines or compliance failures.

Compliance Procedure: How to Declare an Additional Address

Here’s a step-by-step breakdown to stay compliant with Rule 16(2):

1. Review the LLP Agreement

• Check if the agreement outlines the procedure for declaring an additional address.

• If yes, follow the steps laid out in the document.

2. If No Mention in LLP Agreement

• Obtain written consent from all partners.

• This can be done through a resolution or minutes of meeting.

3. File MCA Form 12

• Log in to the MCA V3 Portal

• Submit Form 12 with the new service address details.

• Attach necessary documents (such as partner resolution, utility bill, etc.)

4. Update Internal Records

• Notify all departments and service providers of the new address.

• Update it on invoices, website, letterheads, etc., if relevant.

Legal Clarification: Registered Office vs Service Address

It’s important to note that the registered office remains the primary address of the LLP. The address declared under Rule 16(2) is only for the purpose of service of documents. Both addresses may be inspected by government authorities, but only the registered office is considered the legal domicile of the LLP.

Consequences of Non-Compliance

Failing to declare an alternate address (while using it for service) or not updating the MCA can lead to:

• Delayed receipt of statutory notices

• Missed filing deadlines

• Penalties under the LLP Act

• Risk of litigation or show-cause notices

Conclusion: Rule 16(2) Empowers LLPs with Operational Flexibility

Rule 16(2) is an enabling provision that helps LLPs remain agile as they scale. Whether your LLP is going remote, expanding locations, or restructuring operations, use this rule to stay compliant and keep your communication streamlined.

Need Help Declaring an Additional Address for Your LLP?

At Tradeviser, our legal experts can review your LLP agreement, draft the required resolutions, and file Form 12 with the MCA. Let us help you stay compliant and risk-free.

Contact us today to update your LLP details hassle-free.