What are Rule 16(2), 17(1), 20(1) and 24(18)(a) under the LLP Agreement?
Rules 16(2), 17(1), 20(1) and 24(18)(a) of the Limited Liability Partnership Rules, 2009 each set a default procedure that applies only when the LLP Agreement is silent on that matter. If the agreement lays down a procedure, that procedure is followed; if it does not, the rule’s fallback — usually the consent of all partners — applies.
Rule 16(2) of the LLP Rules, 2009 — address for service of documents
Rule 16(2) lets an LLP declare an address, other than its registered office, at which documents can be served on it. The declaration follows the procedure in the LLP Agreement. If the agreement does not provide one, the consent of all partners is required to declare that alternative address.
Rule 17(1) of the LLP Rules, 2009 — changing the registered office
Rule 17(1) sets the procedure for shifting an LLP’s registered office from one place to another. The procedure in the LLP Agreement is followed; if the agreement is silent, unanimous consent of all partners is needed. Where the shift is from one state to another, the consent of secured creditors is also required and a notice is published in a newspaper.
Rule 20(1) of the LLP Rules, 2009 — changing the LLP’s name
Rule 20(1) allows an LLP to change its name using the procedure set out in its LLP Agreement. If the agreement does not specify a procedure, the consent of all partners is required before the name change is filed with the Registrar.
Rule 24(18)(a) of the LLP Rules, 2009 — removing the auditor
Rule 24(18)(a) lets an LLP remove its auditor from office at any time, following the procedure laid down in the LLP Agreement. Where the agreement is silent, the partners act by the consent the rule requires. This is separate from an auditor resigning of their own accord.
The common thread
All four rules work the same way: the LLP Agreement governs first, and the rule’s default — usually all-partner consent — applies only where the agreement is silent. A well-drafted LLP Agreement spells out the procedure for each of these events, so the LLP is not dependent on unanimous consent every time.
Frequently asked questions
What is Rule 16(2) of the LLP Rules, 2009?
It allows an LLP to declare an address other than its registered office for the service of documents, following the procedure in the LLP Agreement or, if there is none, with the consent of all partners.
What does Rule 17(1) of the LLP Rules, 2009 cover?
The procedure for changing an LLP’s registered office. The LLP Agreement’s procedure applies; if it is silent, all partners must consent, and an inter-state change also needs secured creditors’ consent.
What is Rule 20(1) of the LLP Rules, 2009?
It lets an LLP change its name using the procedure in its LLP Agreement, or with the consent of all partners where the agreement does not lay one down.
What is Rule 24(18)(a) of the LLP Rules, 2009?
It allows an LLP to remove its auditor from office at any time, following the procedure set out in the LLP Agreement.
Do these rules override the LLP Agreement?
No. Each rule applies only where the LLP Agreement is silent on that procedure. A procedure written into the agreement takes precedence over the rule’s default.
Need an LLP Agreement that covers these procedures?
LLPconsultant.com drafts LLP Agreements that set out the procedure for registered-office changes, name changes, service of documents and auditor changes — so you are not dependent on unanimous consent each time. See our LLP registration service, which includes agreement drafting.