LLP Registration is an advancement over the old form of partnership business where the liability of partners is limited to the extent of the contribution amount of all partners.

The LLP agreement entered into by the designated partners is another document that acts as the constitution for the LLP. 

Process for LLP Name Change

The reasons for a change of name of the LLP can be many – mergers and amalgamation, a shift in business activity, etc. However, the procedure will remain  the same in all cases. The LLP Act, 2008 and the rules made thereunder have laid down a clear method to change the name.  

As the name of the LLP is also mentioned on the LLP agreement, Pan card, Tan Number, GST Registration, after its change, must also be altered.  In a few cases, the CG can order for an LLP name change if the name is considered to be undesirable or similar with or too closely resemble the existing LLP name.

The sections under the LLP Act 2008 which deals with  change of name of LLP are;

  1. Suo moto basis (Section 19 of LLP Act, 2008) 
  2. Directions received from the C.G. (Central Government) (Section 17 of LLP Act, 2008) 

Suo moto basis (Section 19 of LLP Act, 2008) 

The process related to the change in name of LLP is covered under Section 19 of the LLP Act, 2008 and the LLP agreement filed with the MCA. 

Hence, before starting the process for changing the LLP name, one should verify the LLP agreement to ensure whether or not some process related to alteration of the name is present. Most of the LLP agreements will not have any restriction on changing the name of an LLP.

Directions received from Central Government: Section 17 

  1. Where the Central Government is satisfied that an LLP has been registered under a name which-
    • is identical with or too nearly resembles the name of any other LLP or body corporate or other name as to be likely to be mistaken for it, the Central Government may direct to change its name, and the LLP shall comply with the direction within 3 months after the date of the notification or such longer period as the Central Government may allow.
  2. Any LLP which fails to comply with a direction shall be punishable with fine which shall not be less than Rs. 10,000 but which may extend to Rs. 5 Lacs. Further, the designated partner of such LLP shall be punishable with fine which shall not be less than Rs. 10,000 but which may extend to Rs. 1 Lac. 

CG may give directions to the registered Limited Liability Partnership Act 2008 to change its existing name to a new name.

LLP Name Availability 

Before commencing the change name process, decide a name and verify the name availability. If the name is available, then an application for Reservation of Unique Name can be made on the MCA portal to reserve the name for a period of 3 months.

Along with the name application, the following documents shall be attached: 

  1. Certified copy related to the consent of Partners to make an application for a fresh name. 
  2. Trademark application otherwise registration certificate photocopy, if the name is registered or applied under Trademark Act
  3. Ensure that the consent letter appended to the e-form also permits one of the partners to file it with the Ministry of Corporate Affairs (MCA). 

LLP-5-Notice related to Change of Name  

Following the name of LLP availing approval, you need to file an e-form “LLP-5” for the reason of providing notice related change in name with ROC together with the subsequent attachments in a period of 30 days of availing approval: 

1. Consent of Partners 

2. Notice of change of name

After filing the notice of change with ROC, if found satisfactory, ROC will present a fresh certificate of incorporation in the new name. The changed name will be effective from the date as indicated in the certificate given by ROC.

Supplementary LLP Agreement 

Further to availing a fresh certificate of incorporation, it requires to draft a supplementary LLP agreement to update the change of LLP name to the original LLP agreement. 

Filing Supplementary LLP Agreement 

After receiving the fresh COI, it requires executing a Supplementary LLP Agreement to give effect to the change in the name of an LLP. 

Further, it is necessary to be filed with ROC within 30 days of execution. 

DISCLAIMER 

This write-up is based on the understanding and interpretation of the author and the same is not intended to be professional advice.

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