A Limited Liability Partnership (LLP) that is registered in India may, under certain circumstances, need to change its name. The reasons can be business-related or on account of certain directives from the central government (if the name of the LLP is considered undesirable or similar to an already existing LLP, the government can ask for a name change and failure to comply with the directives could attract a penalty of up to Rs. 5 lakh for the business and up to Rs. 1 lakh for each partner).
The procedure for the name change is governed by provisions of Section 19 of the Limited Liability Partnership Act, 2008. Thus, it is imperative for the LLP to have a clause relating to change in its name with due consent from the partners involved. If your agreement is silent on the clause relating to name change, the same must be rectified immediately.
Obtaining the New Name
An application for changing the name of the LLP should be, first, submitted to the Ministry of Corporate Affairs. The application must have at least six name preferences. One must ensure that the preferences are in tandem with the LLP naming guidelines that have been laid out in India. To start with, it should not be identical or similar to an already existing one. You can also check out the availability of a name on the MCA portal and then finalise a name.
Along with the LLP name change application, the partners need to submit a couple of documents. The documents are as follows:
1. Certified copy of consent of all partners involved for the name change;
2. Copy of the existing LLP agreement;
3. Trademark copy or a copy of the registration certificate;
Other than the aforementioned documents, the LLP partners must submit any other legal document that it deems fit and pertinent to the situation.
Other than the submission of documents, it is recommended that an authorization be obtained in favour of one of the partners at the LLP. This is to make it easier for the LLP to legally let one partner file the application for the change in name with the Ministry of Corporate Affairs.
After the suggested name gets approved, one has to file another form, LLP-5, giving notice of the change in the name. The form has to be submitted to the registrar of companies (ROC). The application has to be filed within 30 days.
The ROC, after taking into consideration the application, will approve/deny the name change.
If the name is approved, the ROC will issue a certificate and the new name will be effective from the date mentioned in the certificate.
Once the partners get the new certificate of registration, a subsidiary agreement needs to be laid out mentioning the changes in the LLP agreement as a result of the name change.