Process of Changing LLP Name

Last Updated at: October 23, 2019
1556
Process of changing LLP name

How many of you think that a name is an important feature of a company? Being the first thing that people hear about your company, how important is it to have a good one? Limited Liability Partnerships are an up-and-coming form of enterprise that allows investors the flexibility to run a business but without all the liabilities that come along with it. After setting shop, and starting out, what if you feel like the name you chose doesn’t really cut the bill? What do you do then? Well, you have come to the right place. Here’s a look at everything you need to know regarding changing your LLP’s name.

Can an LLP change its Name Mid-way?

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.

Register Your LLP Now

On receiving this application, the Registrar once satisfied after cross-checking the rules laid down by the Central Government, can accept the application and reserve the name for a period of three months. If the Registrar feels that the proposed name does not comply with the rules regarding the matter, then he or she may reject the application. If this happens, the designated partners will have to come up with a new name that complies with the regulations and apply again via Form-1.

The documents that need to be submitted along with Form-1 are:

  1. Attested copy of consent letters from the rest of the partners
  2. Board resolution stating that the Board wants a name change
  3. Trademark Certificate of the name if it has been registered
  4. NOC if the name is already under the Trademark register
  5. Authorization allowing the partner to file Form 1

Once it has been approved, the LLP has to file e-Form 5 which acts as a  notice, within 30 days of the new name being approved. Once the Registrar is satisfied with the documents submitted, he or she will issue a new certificate with the revised name. Following this, the LLP must make changes to the original Agreement and draft a Supplementary Agreement which has the name change registered and pay the fees for the same. Once this is done, the LLP cannot use its old name and must stick to the new one. Once the name has been cleared, the partners of the LLP must make sure that certain authorities are made aware of this name change. These include:

  • Goods and Services Tax Department 
  • Income Tax Department
  • Change PAN
  • Change TAN
  • S.I Department
  • F. Department
  • Customs
  • DGFT
  • Factories Act/FSSAI/Drug Department/Shops and Establishment Department if applicable
  • New bank account
  • Customers

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:

  1. The name very closely resembles or is the same as another name which is already registered.
  2. 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,

  1. Copies of the Certificate of Registration which has details such as date of incorporation, time, place and name
  2. The certificate which shows that the company is still running
  3. 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.

Process for Changing Name

  1. First and foremost, the partners must go through the LLP Agreement and see whether a specific way or process for name-change has been mentioned. If it has been, then they will have to follow the rules as specified in the Agreement.
  2. Once that is done, decide on a new name after calling a Board meeting.
  3. Go on to reserve that name and verify its availability through the Reservation of Unique Name application which must be made via the MCA portal. This application will help you reserve the new name for 20 days. The documents that need to be attached with the application form are:
  1. Once this is done, the Board must pass a resolution authorising the name change.
  2. Then the LLP is required to file Form LLP-5 which serves as a notice for the name-change. This must be filed to the Registrar of Companies within 30 days of getting the new name approved. A copy of the consent letter and resolution must be sent along with this form.
  3. Once the ROC presents you with a new incorporation certificate which showcases the new name, a Supplementary Agreement must be drafted with the new name. This must then be field using Form 3.
  4. A foreign LLP must file Form 28 and Form 29 to change its name.

 

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Process of Changing LLP Name

1556

How many of you think that a name is an important feature of a company? Being the first thing that people hear about your company, how important is it to have a good one? Limited Liability Partnerships are an up-and-coming form of enterprise that allows investors the flexibility to run a business but without all the liabilities that come along with it. After setting shop, and starting out, what if you feel like the name you chose doesn’t really cut the bill? What do you do then? Well, you have come to the right place. Here’s a look at everything you need to know regarding changing your LLP’s name.

Can an LLP change its Name Mid-way?

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.

Register Your LLP Now

On receiving this application, the Registrar once satisfied after cross-checking the rules laid down by the Central Government, can accept the application and reserve the name for a period of three months. If the Registrar feels that the proposed name does not comply with the rules regarding the matter, then he or she may reject the application. If this happens, the designated partners will have to come up with a new name that complies with the regulations and apply again via Form-1.

The documents that need to be submitted along with Form-1 are:

  1. Attested copy of consent letters from the rest of the partners
  2. Board resolution stating that the Board wants a name change
  3. Trademark Certificate of the name if it has been registered
  4. NOC if the name is already under the Trademark register
  5. Authorization allowing the partner to file Form 1

Once it has been approved, the LLP has to file e-Form 5 which acts as a  notice, within 30 days of the new name being approved. Once the Registrar is satisfied with the documents submitted, he or she will issue a new certificate with the revised name. Following this, the LLP must make changes to the original Agreement and draft a Supplementary Agreement which has the name change registered and pay the fees for the same. Once this is done, the LLP cannot use its old name and must stick to the new one. Once the name has been cleared, the partners of the LLP must make sure that certain authorities are made aware of this name change. These include:

  • Goods and Services Tax Department 
  • Income Tax Department
  • Change PAN
  • Change TAN
  • S.I Department
  • F. Department
  • Customs
  • DGFT
  • Factories Act/FSSAI/Drug Department/Shops and Establishment Department if applicable
  • New bank account
  • Customers

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:

  1. The name very closely resembles or is the same as another name which is already registered.
  2. 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,

  1. Copies of the Certificate of Registration which has details such as date of incorporation, time, place and name
  2. The certificate which shows that the company is still running
  3. 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.

Process for Changing Name

  1. First and foremost, the partners must go through the LLP Agreement and see whether a specific way or process for name-change has been mentioned. If it has been, then they will have to follow the rules as specified in the Agreement.
  2. Once that is done, decide on a new name after calling a Board meeting.
  3. Go on to reserve that name and verify its availability through the Reservation of Unique Name application which must be made via the MCA portal. This application will help you reserve the new name for 20 days. The documents that need to be attached with the application form are:
  1. Once this is done, the Board must pass a resolution authorising the name change.
  2. Then the LLP is required to file Form LLP-5 which serves as a notice for the name-change. This must be filed to the Registrar of Companies within 30 days of getting the new name approved. A copy of the consent letter and resolution must be sent along with this form.
  3. Once the ROC presents you with a new incorporation certificate which showcases the new name, a Supplementary Agreement must be drafted with the new name. This must then be field using Form 3.
  4. A foreign LLP must file Form 28 and Form 29 to change its name.

 

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A lawyer with 14 years' experience, Vikram has worked with several well-known corporate law firms before joining Vakilsearch.