How to change the Name of a Limited Liability Partnership?

How to change the Name of a Limited Liability Partnership?

Process for Changing Name of LLP

Change of name for Limited Liability Partnership (LLP) may be required due to business reason, personal reasons, or based on the Central Government's directions. In addition, central Government can also order a change of LLP name if the name is considered undesirable or matching with or too closely resembling with the name of an existing LLP.

In this article, we deal with changing the LLP name in detail.

Section 19 of LLP Act

The process for change of LLP name is governed u/s 19 of the LLP Act, 2008, and the LLP Agreement also to be filed with the Ministry of Corporate Affairs.
Hence, before commencing the process for changing the LLP name, you should verify the LLP Deed to be informed and well aware – if some function related to alteration of the name has been specifically mentioned. Most standard LLP agreements won't have any restriction on the change of Name for LLP.

LLP Name Availability

Before initiating the LLP name change process, zero on a name and check its availability, then an application for the Reservation of Unique Name (RUN) can be filed on the MCA portal to reserve the title for 20 days.
Along with the RUN Name application, the following can be attached
  1. Certified copy for the consent of Partners to make an application for new name.
  2. Certified copy concerning Limited Liability Partnership or in its place, LLP Agreement
  3. Trademark application or registration certificate photocopy.
  4. Ensure that e-form also permits one partner to file it with the Ministry of Corporate Affairs (MCA).

Draft Resolution for Change of Name of LLP 

"RESOLVED THAT according to the provisions of Section 19 and other applicable conditions, if any, of the Limited Liability Partnership Act, 2008 (as amended or re-enacted from time to time) and Clause ……. [Clause Number] of the Limited Liability Partnership Agreement dated …….., the existing name of the Limited Liability Partnership be changed from …………………. [Existing name] to ………………………… [New name] as agreed upon by the partners of the LLP and in furtherance, to this, the LLP Agreement shall be amended accordingly.

RESOLVED FURTHER THAT Mr./Ms. …………………[Name of Designated Partner] designated partner to be and is at this moment authorized to sign necessary documents, forms, do required filings with the Registrar of LLP and do any such acts and deeds that may be necessary in this regard."

After the name of LLP approval, you require to file an e-form "LLP-5" for the reason of providing notice related to change in character with Registrar of Companies (ROC) together with the subsequent attachments in 30 days of availing approval:
  1. Consent of Partners
  2. Notice of change of name

Supplementary LLP Agreement

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

After availing fresh certificate of incorporation, you are required to draft a supplementary LLP agreement to update the change of LLP name to the original LLP agreement.

Filing Supplementary LLP Agreement

As the final step, file the supplementary LLP agreement aforementioned with the ROC as an attachment made to e-form LLP-3.