# Registration of Changes in Particulars of Partners [Section 25]

## Two-Tier Reporting Obligation

### Tier 1: Partner → LLP

A partner must inform the LLP of any change in name or address within 15 days of such change.
Default Penalty: Partner liable to penalty of ₹10,000.

### Tier 2: LLP → ROC

The LLP shall file notice with the ROC:

Event	Time Limit
Person becoming or ceasing as partner	Within 30 days from such event
Change in name or address of a partner	Within 30 days of such change

Default Penalty: LLP and every DP liable to penalty of ₹10,000.

## Requirements for the Notice

The notice filed with ROC shall:

1. Be signed by a Designated Partner and authenticated as prescribed

2. Be in prescribed form with prescribed fees

3. If relating to an incoming partner — contain a statement by him (signed and authenticated) consenting to become a partner

## Self-Help by Ceasing Partner

A person ceasing as partner may himself file notice with ROC if he believes the LLP may not file it.

Procedure:

1. Ceasing partner files notice with ROC.

2. ROC obtains confirmation from LLP (unless LLP has also filed such notice).

3. If LLP gives NO confirmation within 15 days, ROC shall register the notice filed by the ceasing partner.

## Why the Self-Help Route Matters

Linked to Section 24 holding-out rule — filing notice with ROC ends a former partner's exposure to third-party claims. The Section 25 self-help mechanism ensures a ceasing partner is not held hostage by an uncooperative LLP.

Worked example

### Example 1

Q: Mr. X, a partner in PQR LLP, changed his residential address on 1-Mar-2026. He informed the LLP on 20-Mar-2026. Is there a default?

A: Yes. Mr. X should have informed the LLP within 15 days (i.e., by 16-Mar-2026). He is liable to a penalty of ₹10,000.

### Example 2

Q: ABC LLP did not file notice of cessation of Mr. Y as partner with ROC. Mr. Y wants to ensure his cessation is on record. What can he do?

A: Under Section 25, Mr. Y may himself file notice with ROC. ROC will seek confirmation from ABC LLP. If LLP gives no confirmation within 15 days, ROC shall register the notice filed by Mr. Y.

⚠️ Common exam mistakes

Confusing the 15-day timeline (partner → LLP) with the 30-day timeline (LLP → ROC).
Forgetting that an incoming partner's notice must include his consent statement.
Overlooking the 15-day window within which the LLP must confirm a ceasing partner's self-filed notice.

Bare-Act text Section 25 · The Limited Liability Partnership Act, 2008 · click to expand

Section 25 - Registration of changes in partners: Every partner shall inform the LLP of any change in his name or address within a period of fifteen days of such change. A LLP shall file a notice with the Registrar within thirty days of becoming a partner or ceasing as partner or change in name or address of a partner. The notice shall be in such form and accompanied by such fee as may be prescribed, signed by the Designated Partner and authenticated in a manner as may be prescribed, and if it relates to an incoming partner, shall contain a statement by such partner of his consent to become a partner.

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