How to change the Name of LLP?
Introduction
Any LLP which is legally registered as per the Limited Liability Partnership Act, 2008 is allowed to change its name at any given time during its working after gaining approval from the appropriate authorities higher up. Usually, in most cases regarding LLPs, the Registrar is accepted as the required authority with the power to make changes. An LLP can choose to change its name in the following ways:
As per the LLP Act 2008, the name change of an LLP can occur through
- Suo moto (Section 16)
- Directions from Central Government (Section 17)
- Directions to Registrar (Section 18)
Now let’s take a look at them, one by one.
Suo moto basis
A designated partner of the LLP may file a form stating that the Board wants a name change for the LLP, and after submitting the required forms and paying the fees for the same, the Registrar will then look into the matter. This application is a form of reserving the name you want for your LLP. These forms can be used to both sets a new name for your LLP when you are starting your partnership and also to change the name of your LLP to something new mid-way. The exact form that needs to be submitted is Form-1.
Directions received from Central Government
Other than due to rules laid down in Section 15 and 16, if the Central Government feels that the name of a limited liability partnership must be changed, it can direct it to do so. This can be because:
- The name very closely resembles or is the same as another name which is already registered.
- If it has already been registered under Section 15.
If the change is due to the fact the LLP’s name is identical to the name of another limited liability partnership/company/enterprise, the limited liability partnership will have to make the necessary changes within three months. This date can be extended if the Central Government allows it by providing an extension. If the partnership fails to comply, then it will have to face legal sequences and even fines up to the order of Rs ten thousand, with the maximum fine being five lakh rupees. The designated partner who heads the establishment will also be liable to pay a fine ranging anywhere from ten thousand rupees to one lakh rupees.
Directions received from Registrar
If any already registered entity has a similar sounding name, it can approach the Registrar asking him to ask the new LLP to change its name, so that the public is not confused between the two. This right can be exercised only if the already registered LLP files for such an application at least within 24 months from the registration of the new partnership.
To do so, the LLP’s designated partner must write an application to the Registrar explaining the reasons for this request. Following this, they must back the application with the necessary supporting documents proving that the complaining LLP was incorporated longer and that the new one’s name is extremely similar. This will require,
- Copies of the Certificate of Registration which has details such as date of incorporation, time, place and name
- The certificate which shows that the company is still running
- PAN/ TAN/GST/Excise bills
Once the Registrar has gone through the documents and is certain that the complaint is a genuine one, he or she will then ask the new LLP to undergo a name-change as per Section 17 of the LLP Act,2008.
procedure for change name of limited liability partnership
The procedure for change name of limited liability partnership is governed by your Limited Partnership agreement filed with MCA and the provisions of section 19 of Limited Liability Partnership Act 2008.
If your Limited Liability Partnership or LLP agreement is silent in this matter then with the consent of all partners name of LLP can be changed.
Step 1: Now check name availability at MCA portal to know if the desired name is available. If it’s available and not taken by anyone then arrange for a partners meeting to change the name of your Limited Liability Partnership.
Step 2: After getting consent of all partners, authorized partner is required to file LLP name application form “Form 1” with MCA. Maximum of 6 names can be entered in the application form “Form 1” in the order of preference.
You are required to attach following documents with Form 1;
- Certified copy of the consent of Partners to apply for new name.
- Certified copy of your the Limited Liability Partnership or LLP Agreement
- Trademark application or registration certificate copy, if any
Step 3: Make sure that the consent letter attached to the e-form also authorize one of the partner to file it with MCA.
Step 4: After the name of LLP gets approved, you need to file an e-form “LLP-5” for notice of change in name with ROC along with following attachments within 30 days of getting approval;
- Consent of Partners
- Notice of change of name
Step 5: After filing notice of change, if satisfied, ROC will issue a fresh certificate of incorporation in the new name. The new changed name will be effective from the date as mentioned in the certificate.
Step 6: After getting fresh certificate of incorporation, you need to execute supplementary agreement to give effect to the changes in Limited Liability Partnership or LLP agreement.
Step 7: In the last step, you are required to file the supplementary agreement with ROC as an attachment to e-form LLP-3.
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