A Comprehensive Guide to LLP Name Change
A Comprehensive Guide to LLP Name Change
The name of a business is a crucial part of Limited Liability Partnership (LLP) registration. It represents the face of the company and appears everywhere, like on documents, letterheads, pamphlets, banners, and more. Sometimes, LLPs need to change their name with the agreement of the partners or under the direction of the Central Government, or for other reasons. However, the name change process requires approval from the ROC and follows the rules and regulations of the Limited Liability Partnership Act, 2008. In this article, we will explain the process of changing the name of an LLP in simple terms. LLPs can confidently navigate the name modification process by understanding the steps and requirements while maintaining their brand identity.
Section 19 of the LLP Act and LLP Agreement for Changing LLP Name
If you’re considering changing the name of your LLP, it’s essential to understand the process outlined in Section 19 of the LLP Act, 2008. This section and the LLP agreement filed with the Ministry of Corporate Affairs govern the procedures for changing the name.
Before initiating the name change process, reviewing the LLP agreement is crucial. This step ensures that you are aware of any specific provisions or procedures mentioned regarding the alteration of the LLP name. In most cases, standard LLP agreements do not impose any restrictions on changing the LLP name, granting you the flexibility to proceed.
Can an LLP change its Name Mid-way?
Yes, an LLP can change its name during its operation if it follows the legal requirements outlined in the Limited Liability Partnership Act, 2008, and obtains the necessary approvals from the relevant authorities. Generally, the Registrar is considered the appropriate authority to approve name changes for LLPs.
There are three ways in which an LLP can change its name under the provisions of the LLP Act, 2008:
- Suo Moto: An LLP can change its name voluntarily without external direction (Section 16 of the LLP Act).
- Directions from Central Government: The Central Government can require an LLP to change its name for public interest or regulatory compliance purposes (Section 17 of the LLP Act).
- Directions to Registrar: The Registrar has the authority to direct an LLP to change its name if there are name-related discrepancies, violations, or for public policy reasons (Section 18 of the LLP Act).
The name is approved by the Registrar of Companies (ROC) and remains valid as long as the LLP exists unless it is changed. LLPs are a popular business model in India because they are easy to set up and operate.
Suo Moto Basis for LLP Name Change:
If an LLP wants to change its name voluntarily, a designated partner can file Form-1, indicating the LLP’s intention to change its name. This form serves as an application to reserve the desired name for the LLP. It can be used both when initially establishing the partnership and when changing the name of the LLP mid-way.
Directions from Central Government for LLP Name Change:
The Central Government has the authority to direct a limited liability partnership (LLP) to change its name in addition to the rules stated in Sections 15 and 16.
The reasons for such directions include:
- When the name closely resembles or is identical to another registered name.
- When the LLP’s name has already been registered under Section 15
- If an LLP’s name is identical to another LLP, company, or enterprise, the LLP must make the necessary name changes within three months.
- The Central Government may grant an extension to the deadline if requested by the LLP.
- Failure to comply with the direction may result in legal consequences and fines.
- The fines for non-compliance can range from Rs 10,000 to a maximum of Rs 5 lakh for the LLP.
- The designated partner in charge of the LLP may also face fines ranging from Rs 10,000 to Rs 1 lakh.
Directions Received from Registrar for LLP Name Change:
If an already registered entity has a name that sounds similar to a new LLP, it can approach the Registrar to request a name change for the new LLP. This is to avoid confusion among the public.
- The registered LLP can exercise this right by applying with the Registrar within 24 months of registering the new partnership.
- The LLP’s designated partner must write an application to the Registrar explaining the reasons for the request.
- Supporting documents must be provided to demonstrate that the complaining LLP was incorporated earlier and that the new LLP’s name is significantly similar.
The supporting documents may include copies of the Certificate of Registration with incorporation details, ongoing operation status, PAN/TAN/GST/Excise bills, and other relevant documents.
After reviewing the documents and confirming the validity of the complaint, the Registrar will direct the new LLP to undergo a name change as per Section 17 of the LLP Act, 2008.
LLP Name Availability:
It is essential to select a name and verify its availability before initiating the LLP name change process. Follow these steps to ensure the availability of the desired LLP name:
- Choose a Name: Decide which name you want to change your LLP.
- Check Availability: Verify the company name’s availability by searching on the MCA portal or through IndiaFilings.
- Application for Name Reservation: If the name is available, you can apply for the Reservation of Unique Name (RUN) on the MCA portal. This application reserves the name for 20 days.
Documents Required for LLP Name Change:
When changing the name of an LLP, the following documents are typically required:
- Consent letter of the partners: A letter from the partners of the LLP providing their consent for the name change.
- Copy of resolution passed in the meeting of the partners: A copy of the resolution passed during a meeting of the partners authorizing the name change.
- Copy of Trademark certificate: A copy of the Trademark certificate should be provided if the LLP name is registered under the Trademark Act.
- NOC from the trademark owner: If the LLP name is registered under someone else’s ownership, a No Objection Certificate (NOC) from the owner is needed.
- Notice of Name Change: A formal notice announcing the change of name for the LLP.
- New Names: A list of proposed new names for the LLP, in order of preference.
- LLP agreement: The existing LLP agreement may need to be amended to reflect the name change.
- Supplementary Agreement: In some cases, an additional agreement may be required to document the name change officially.
MCA Form LLP 5 Form for Name Changing
To initiate the name change process, LLPs must file Form 5, which serves as the notice for the change. This form must be submitted online using the designated partner’s Digital Signature Certificate (DSC).
Filing MCA LLP Form 5 is crucial in officially notifying the Ministry of Corporate Affairs (MCA) about the LLP’s name change. By completing this form accurately and promptly, LLPs can ensure compliance with the regulations and update their records with the MCA.
RUN Form SRN for MCA LLP Form 5
The RUN (Reserve Unique Name) form reserves a unique name for a Limited Liability Partnership (LLP). In the RUN form, LLPs can propose up to two names for reservation. Unlike other forms, a Digital Signature Certificate (DSC) is not required for submitting the RUN form.
Once the RUN form is approved, the LLP receives a Service Request Number (SRN). This SRN number is needed when filling out the LLP Form 5. The LLP Form 5 is used to officially notify the Ministry of Corporate Affairs (MCA) about the LLP’s name change. The approved name from the RUN form will be automatically pre-filled in the LLP Form 5.
DSC Certificate for the Partner
When filing Form 5 for the LLP name change, it is necessary for the Limited Liability Partnership (LLP) to pass a resolution authorizing one of the partners to act on behalf of the LLP for the name change process. The designated authorized partner should possess a Digital Signature Certificate (DSC).
Online Process to Change LLP Name via MCA Form 5:
Access the MCA homepage. Log in to the MCA portal using valid credentials. Navigate to MCA services and select e-filing.
- Download the LLP forms module. Go to the header and revise the LLP name. Review the name change notice.
- Provide LLP information. Optionally, search and verify the LLPIN. Optionally, select LLPIN from the dropdown menu. Fill out the application.
- Save the webform as a draft if desired. Submit the web form.
- A Service Request Number (SRN) is generated upon submission (Note: The SRN is used for future reference with the MCA). Affix the Digital Signature Certificate (DSC).
- Upload the PDF document with the affixed DSC on the MCA portal.
- Pay the applicable fees (If the PDF document with the DSC is not uploaded within 15 days of SRN generation and payment is not completed within seven days of successful document upload or before the last filing date, including two days, the SRN will be revoked).
- The acknowledgment will be generated upon completion.
By submitting Form 5 with the required information and complying with the regulations, LLPs can change their names and update their records with the MCA.