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Process for Changing LLP Name

Process for Changing LLP Name

Process for Changing LLP Name

You may be interested in changing the name of your Limited Liability Partnership (LLP) due to a business reason, personal reasons or based on the directions of the Central Government. Central Government could order a change of LLP name, if the name is considered to be undesirable or similar with or too closely bearing resemblance with the name of an existing LLP. In this article, we look at the process for changing LLP name in detail.

You can also refer to our article on Procedure for Changing LLP name for more information.

Section 19 of LLP Act

The process related to the change of LLP name is governed by Section 19 of the LLP Act, 2008 and the LLP agreement filed with the Ministry of Corporate Affairs.

Hence, prior to commencing the process for changing LLP name, you should verify the LLP agreement to be informed and aware – if some process related to alteration of name has been specified. Most standard LLP agreements will not have any restriction on change of LLP name.

LLP Name Availability

Before commencing the LLP name change process, decide on a name and verify the LLP name availability. If the name is available, then an application for Reservation of Unique Name (RUN) can be made on the MCA portal to reserve the name for a period of 20 days.

Along with the name application, the following documents can be attached

  1. Certified copy related to the consent of Partners to make an application for fresh name.
  2. Certified copy related to your the Limited Liability Partnership otherwise LLP Agreement
  3. Trademark application otherwise registration certificate photocopy, if some
  4. Ensure that the consent letter appended to the e-form also permit one of the partners to file it with Ministry of Corporate Affairs (MCA).

Draft Resolution for Change of Name of LLP 

“RESOLVED THAT 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 be changed from …………………. [Existing name] to ………………………… [New name] as agreed upon by the partners of the LLP and in furtherance to this the LLP Agreement shall be amended accordingly.

RESOLVED FURTHER THAT Mr./Ms. …………………[Name of Designated Partner] designated partner be and is hereby authorized to sign necessary documents, forms, do necessary filings with the Registrar of LLP and to do any such acts and deeds that may be necessary in this regard.”

LLP-5-Notice related to Change of Name 

Following the name of LLP availing approval, you require to file an e-form “LLP-5” for the reason of providing notice related change in name with Registrar of Companies (ROC) together with the subsequent attachments in a period of 30 days of availing approval:

  1. Consent of Partners
  2. Notice of change of name

Supplementary LLP Agreement

After filing the notice of change, if found satisfactory, ROC will present a fresh certificate of incorporation in the new name. The new changed name will be effective from the date as indicated in the certificate.

Subsequent to availing fresh certificate of incorporation, you are required to draft a supplementary LLP agreement to update the change of LLP name to the original LLP agreement.

Filing Supplementary LLP Agreement

As the final step, file the supplementary LLP agreement as aforementioned with the ROC as an attachment made to e-form LLP-3.

In case you need assistance with LLP registration or LLP name change, get in touch with an IndiaFilings Advisor.