LLP Name Change
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LLP Name Change
An LLP, formed under the Limited Liability Partnership Act, 2008, provides partners with limited liability proportional to their investment. The name of an LLP holds significant importance, being its primary identifier. Therefore, selecting an appropriate name is crucial.
LLPs have the flexibility to change their name under various circumstances, either at the partners’ discretion or as directed by the Registrar or Central Government. According to the LLP Act, 2008, an LLP may change its name due to:
Reasons for Changing the LLP Name:
At the Partners’ Direction: Designated partners can initiate a name change by submitting a notice to the registrar, as prescribed under Section 19 of the LLP Act, 2008.
Direction of the Central Government (Section 17 of the LLP Act, 2008): The Central Government may direct an LLP to change its name if it deems the existing name to be undesirable or too similar to another registered LLP.
Effects of Changing the LLP Name:
Changing the name of an LLP typically has minimal impact on its operations:
- The rights and obligations of the LLP remain unchanged.
- Legal proceedings involving the LLP continue under its new name.
- The LLP’s structure and existence are unaffected.
- Existing legal decrees remain valid under the new name.
- Upon approval from the Ministry of Corporate Affairs (MCA), the LLP receives a fresh Certificate of Incorporation.
To change its name, an LLP must submit:
- Consent of all partners.
- Certified copy of the LLP agreement.
- Trademark application or registration certificate, if applicable.
- Any other relevant documents.
To change the name of an LLP, follow these steps:
- Check the LLP Agreement for provisions regarding name change.
- Obtain consent from all partners if not provided in the agreement.
- Conduct a board meeting to decide on a new name and verify its availability on the MCA portal.
- Apply for approval of the new name through “RUN-LLP” to the MCA.
- File Form 5 within 30 days of name approval to notify the Registrar of Companies (ROC) of the name change.
- ROC approves or rejects the name change application.
- Upon approval, ROC issues a fresh Certificate of Registration.
LLP Name Availability:
Ensure the proposed name complies with MCA naming guidelines, which prohibit names identical to existing LLPs or trademarks, as well as names deemed undesirable by the Central Government.
Supplementary LLP Agreement:
Update the LLP agreement to reflect the name change and submit Form 3 to ROC within 30 days of receiving the new Certificate of Registration.
Penalties for Non-compliance:
Failure to comply with name change directives may result in penalties. An LLP and its designated partners may be fined between ₹10,000 and ₹5 lakh.
FAQs
The forms required are:
- Form RUN-LLP: Reserve Unique Name
- Form 5: Notice for change of name
- Form 3: Supplementary agreement
Form 5, the notice of change of LLP name, must be filed with the registrar within 30 days from the date of approval.
The name of an LLP should comply with naming guidelines issued by the Ministry of Corporate Affairs (MCA). Check the availability of LLP names on the MCA portal before finalizing.
The LLP name change becomes effective from the date the registrar issues the fresh certificate of registration or incorporation.
