Change in name of LLP

Overview

A Limited Liability Partnership (LLP) may change its name in its active life cycle. It may be done due to some business reasons or due to the directions of the Central Government. Central Government may direct the LLP to change its name as it may resembles to some other LLP or may prove to be inappropriate.

Obtaining new name approval

Limited Liability Partnership (LLP) have to file a name application with MCA along with new name preferences in it. These new name preferences should be according to the naming guidelines of India.

Documents required

• A certified copy of consent secured by all the partners for the application to change the name of the LLP.
• Copy of application of the trademark or registration certificate of the new name, if available.
• A copy of current agreement of LLP.
• Any other pertinent document.

Note: one of the partners must be given authorization for necessary applications to avail and restore name in Form-1 and notice of change of name in Form-5, after the name is available to LLP.

A LLP can choose to change its name by the following three ways

Name change of a LLP is provided by LLP Act 2008.

• Suo moto (Section 16): Under this, any designated partner may file an application/ form on the behalf of the board that it wants to change the name of the firm along with the fees for the same to the Registrar. For this Form-1 is the form to be filed. After receiving the application, the Registrar cross-examines the guidelines set by the Central Government. Once he is satisfied by the application, he reserve the proposed name for a period of three months. The application can be rejected if it does not comply with the guidelines laid by the Central Government. Once the name is approved by the Registrar, the firm has to file another form which is e-Form-5. It acts as a notice for the new name being approved within 30 days. After the Registrar is satisfied by the all the documents submitted by the authorized partner, he/ she issues a new certificate with the new name. Documents that are to be submitted along with the Form-1 are:
  • Copy of consent from all the partners. It must be attested.
  • Resolution of the board stating the application of the change of name of the LLP.
  • Trademark certificate of the name if it is being registered.
  • If the name is already under Trademark register, then NOC of it is required.
  • Authorization of the partner to file Form-1.
• Direction from Central Government (section 17): Other than the rules and guidelines laid in the section 15 and 16, a Limited Liability Partnership (LLP) has to change its name if the Central Government directs it to do so. The LLP has to make changes according to the guidelines laid by the Central Government within three months. Extension can be provided by the Central Government to the LLP. If the Limited Liability Partnership (LLP) fails to follow up the new guidelines within the given time frame, then it may have to face legal consequences. Government may directs the LLP to change its name because of the following reasons:
  • If the name of the LLP closely resembles to that of some other LLP.
  •If the existing name is inappropriate in the eyes of Government.
  •If the existing name has already been registered under Section 15.
• Directions to registrar (Section 18): In this case, if the new LLP has registers its name which sounds similar to the name of any previously incorporated LLP. The old LLP can direct the Registrar to get the name of the new LLP changed. The old LLP can direct the Registrar within the 24 months, starting from the date of incorporation of the new LLP. Documents required for this are as follows:
  • Certificate of registration copy which contains various details related to the LLP.
  • Certificate showing company is still carrying out its business operations.
  • PAN/ TAN/ GST/ Excise Bills.