After the LLP is incorporated, the partners have the liberty to Modify the name of the LLP. A LLP may consider changing its name in case it alters the business objectives or if there is a change in the management etc. In this article, we'll go over the steps for changing the name of an LLP.
LLP Name Modify Process
How many of you believe that a company’s name is a notable factor? How significant is it to have a decent logo if it’s the first thing people hear about your company? Limited Liability Partnership (LLP) is a new type of enterprise that gives investors the freedom to manage a business without the obligations that come with it. What if, after opening a shop and getting started, you discover that the name you chose isn’t quite right? So, what do you do then? Don’t worry, you’ve landed in the right place. Here’s all you need to know about changing your LLP’s name. Below are the steps for changing an LLP’s name:
Section 19 of LLP Act
Section 19 of the LLP Act, 2008, and the LLP agreement filed with the Ministry of Corporate Affairs govern the procedure of changing an LLP name.
When starting the process of changing an LLP’s name, you should check the LLP agreement to ensure that you are informed and aware of any processes linked to name changes. The majority of standard LLP agreements do not include any restrictions on changing the LLP’s name.
LLP Name Availability
Decide on a name and check LLP name availability before starting the LLP name change process. If the name is available, you can apply to Reservation of Unique Name (RUN) via the MCA portal: http://www.mca.gov.in/MinistryV2/userregistration.html to reserve it for 20 days.
The following documents can be attached to the name application:
- Certified copy of the partners’ consent to apply a new name.
- If applicable, a certified copy of your limited liability partnership or LLP agreement
- Trademark application or registration certificate photocopy
- Make sure the consent letter attached to the e-form allows one of the partners to file it with the Ministry of Corporate Affairs (MCA).
What Are the Applicable Provisions?
In the context of succession certificates in India, the applicable provisions are primarily outlined in the Indian Succession Act, 1925. This comprehensive legislation, which differs significantly from company registration laws, addresses the inheritance and succession laws governing movable and immovable properties.
Specifically, Section 370 and Section 371 of the Indian Succession Act play a crucial role. Section 370 establishes that when a deceased person leaves a valid will, the entire estate vests in the appointed executor, rendering the need for a succession certificate obsolete. Section 371 designates the District Court as the competent authority to issue a succession certificate within its jurisdiction. Understanding these provisions is essential for anyone navigating the legal intricacies of obtaining or revoking a succession certificate, ensuring compliance with the stipulations laid out in the Indian Succession Act, 1925.
Draft Resolution for Modify of Name of LLP
Pursuant to the provisions of Section 19 and other applicable provisions, if any, of the Limited Liability Partnership Act, 2008 (as amended or re-enacted from time to time) and Clause ……. [Clause Number] of the Limited Liability Partnership Agreement dated …….The existing name of the Limited Liability Partnership was changed from …………………. [Existing name] to ………………………… [New name] as agreed upon by the partners of the LLP and in furtherance, of this, the LLP Agreement shall be amended accordingly.
RESOLVED THAT Mr./Ms. …………………[Name of Designated Partner] designated partner be and is hereby authorised to sign necessary documents, forms, do necessary filings with the Registrar of LLP Incorporation and do any such acts and deeds that may be necessary in this regard.
LLP-5 – Notice for Modify of Name
Following the approval of the name of the LLP as part of the LLP registration process, you must file an e-form ‘LLP-5’ with the Registrar of Companies (ROC) to provide notice related to the change in name. This must be done along with the following attachments, within 30 days of the approval:
- Consent of partners
- Notice of change of name
Supplementary LLP Agreement
If the notice of the change is deemed to be satisfactory, the ROC will issue a new certificate of incorporation in the new name. The newly changed name will take effect on the certificate’s specified date.
You must construct a supplementary LLP agreement to update the change of LLP name to the original LLP agreement after receiving a new certificate of incorporation.
Filing Supplementary LLP Agreement
Lastly, attach the extra LLP agreement to e-form LLP-3 and file it with the ROC.
Post Compliance After Name Approval
Following the name change, LLP must use the new name instead of the old one. LLP must also inform all relevant government authorities and banking officials of this fact, as well as update it on all types of stationery.
Penalty for Violation
If the central government believes that the LLP has violated section 15(2) or that the name of the LLP or body corporate is similar to that of another LLP or body corporate. The central government may then order that the name be changed within 3 months or longer.
The failure of the same may call for a penalty:
| LLP | From ₹10,000 up to ₹5,00,000 |
| Designated Partners | From ₹10,000 up to ₹1,00,000 |
Why Vakilsearch
Vakilsearch is the best choice for your LLP name modification needs because we offer a wide range of services that are designed to meet your specific needs. We have a team of experts who are knowledgeable about the process of LLP name modification and who can guide you through the process from start to finish. We also offer a money-back guarantee if you are not satisfied with our services.
FAQs
How much does it cost to change the name of the LLP?
The cost to change the name of an LLP involves government fees, professional service charges, and potential additional expenses. The total amount varies, considering factors like the LLP's authorised capital and the services of professionals assisting in the name change process.
Which form is used to change the name of LLP?
Form 5 is the designated form used to apply for the change of name of an LLP. Along with the form, supporting documents and the prescribed fee must be submitted to the Ministry of Corporate Affairs for processing and approval.
How do I change the name of my LLP resolution?
To change the name of an LLP through a resolution, convene a meeting of partners, pass a resolution for the name change, and subsequently file Form 5 with the Registrar of Companies. Ensure compliance with LLP agreement provisions and notify all concerned authorities about the name alteration.
Can a LLP and Pvt Ltd have the same name?
No, an LLP and a Private Limited company cannot have the same name. Each business entity must have a unique name to avoid confusion and uphold legal distinctions. Before finalising a name, it's advisable to conduct a thorough name availability check with the Registrar of Companies.
Can a company and LLP have the same name?
No, a company and an LLP cannot share the same name. The naming guidelines for business entities mandate distinct and unique names to prevent ambiguity. Performing a name availability check with the respective regulatory authorities is essential to ensure compliance with this requirement.
How Can 2 companies form an LLP?
Two companies can form an LLP by becoming its designated partners. The process involves acquiring a Designated Partner Identification Number (DPIN), Digital Signature Certificate (DSC), and filing the incorporation documents, including the LLP agreement, with the Ministry of Corporate Affairs. This collaborative approach establishes a mutually governed LLP structure.
