How to change name of an LLP in India?

The name of a Limited Liability Partnership (LLP) is its identity which defines it from others. However, the partners of LLP might consider changing its name due to various reasons which may include any personal reason or any change in business strategy. Also, if the name of the LLP is not as per the provisions or rules and regulations as defined by various legal authorities, then Ministry of Corporate Affairs (MCA) has the power to direct such LLP to change its name.

Page Content Major Reasons of changing name of LLP Checklist for deciding new name for LLP Documents Required for Change of name of LLP Pre Requisites for Change of name of LLP Procedure of change of name of LLP Compliances after changing name of an LLP Conclusion

Legal Window brings you the information on procedure of change of name of LLP through this article.

Major Reasons of changing name of LLP

There can be several business reasons for which a LLP might look for a change of its name. It may be any personal reason or directions from Central Government or Registrar. The Government directs only when it finds the name of LLP undesirable or resembling with the name of any existing LLP.

Here is an info graphic below explaining the main reasons of changing name of LLP:

We will focus here on the first three reasons of changing name of LLP

• Suo Moto Basis: Any designated partner of LLP can plan to change name of LLP by submitting certain forms stating that the Board wish to change its name. Post this, the Registrar will look into the matter and will proceed with the same. Section 19 of the LLP Act, 2008, mentions about the process regarding the change of name of LLP and making such change in LLP Agreement of the business. RUN Form is used for reserving or changing the name of an LLP. Along with RUN Form, following documents need to be compulsorily submitted:
  • Copy of consent letters of all partners
  • Board Resolution stating change of name
  • Authorization letter allowing the partner to file RUN
  • If name is registered under the Trademark Act, then a copy of Trademark Certificate must be provided

• Directions by the Central Government and the Registrar: If the Central Government is of the opinion that the name of a LLP closely resembles with any existing name or is similar to the name already registered, then it can ask LLP to change its name. Such change must be made within 3 months from the date of the intimation to the LLP by the Central Government. However, such period can be further extended on reasonable grounds. On the other hand, Registrar can also ask the LLP to change its name if it is similar to the already existing name which is registered.

Important Note:

• Before you plan to change name of your LLP, make sure that the LLP Agreement must consist of a clause regarding alteration or change of name of LLP.
• Any change in the LLP must be approved by Ministry of Corporate Affairs and such change must be entered in the LLP Agreement by altering it.

Checklist for deciding new name for LLP

These general rules must be kept in mind before you decide new name for your LLP:

• The proposed name must not be similar or identical to the already existing name
• Do not use any general names, name of any state or country
• The proposed name must be unique
• It is highly recommended that the name shall contain a noun or any such activity word which would reflect the main business object of the company
• The name must be as per rules and regulations of LLP Act and MCA Guidelines
• The name must not be similar to an already registered trademark
• Make sure that the proposed name is not offensive or undesirable in the opinion of the Central Government

Documents Required for Change of name of LLP

Following documents need to be kept ready before you plan to change name of LLP:

• Copy of consent letters of all partners
• Board Resolution stating change of name
• Authorization letter allowing the partner to file Form 1
• LLP Agreement
• Amended stamped LLP Agreement

Pre Requisites for Change of name of LLP

• Partners meeting along with consent of partners
• Application for name change
• Amending of LLP Agreement
• Checking of name availability
• Documents filing with Registrar of Companies

Procedure of change of name of LLP

The procedure of change of name of LLP is as follows:

Step 1: First of all, check the availability of proposed name of the LLP with the Registrar. You can do so through a name check on MCA Portal

Step 2: Hold a meeting of partners to decide on the name change and by signing a written consent or resolution at such meeting.

Step 3: Check whether the LLP Agreement allows you to change name of LLP and follow the rules as mentioned in the agreement

Step 4: Call a Board Meeting and decide on the new name and make amendment in the agreement, if it requires

Step 5: Apply for reserving the new name of LLP on the portal of MCA through the facility of RUN. In case trademark is owned by the partners, file trademark certificate and NOC regarding the same

Step 6: File notice for change of name of LLP in Form-5 with MCA

Step 7: If all the information is found valid and the name is unique, MCA will approve the name and will issue a new Certificate of Incorporation

Step 8: Enter into a supplementary agreement to amend the name clause of an LLP and file it with MCA within 30 days of its execution. On the other name, if the name change is due to change in any business activity of the LLP, then Form-3 needs to be filed before filing the form.

Step 9: Once the name is changed, intimate it to banking authorities to effect change in their respective records.

Compliances after changing name of an LLP

Once the new name of LLP is approved, make sure to make changes in letter head, cards etc. The following legal compliances needs to be taken care of, after the name is changed:

• Apply new PAN in Form 49B
• Update GST Certificate by making an application to concerned department
• Update other registration including PF, ESIC, IEC, Shop and Establishment, MSME and PT
• Make changes in vendor agreement and other related agreements with clients.

Conclusion

In recent times, MCA has streamlined the process of change of name of LLP and companies. The business entity simply needs to follow the procedure as prescribed by the law. Post getting approval from MCA regarding change of name, do not forget to inform all your stakeholders regarding the same.

For more info about LLP Registration and Compliance, contact our professional experts at Legal Window.