Summary: Limited Liability Partnerships (LLPs) can change their registered name anytime after incorporation by complying with the Limited Liability Partnership (LLP) Act, 2008, and obtaining the Registrar of Companies’ (ROC) approval. Section 19 of the LLP Act, 2008, and Rule 20(1) of the LLP Rules, 2009 outline the process. Reasons for name changes include voluntary decisions by partners, directions from the Central Government in public interest, or discrepancies identified by the Registrar. Before initiating the process, LLPs must review their agreement for any specific name-change procedures. The process involves obtaining partner consent, filing the RUN-LLP form for name reservation, and submitting Form LLP-5 to the ROC within 30 days once the new name is approved. If rejected, the ROC allows one resubmission. Upon approval, a fresh certificate of incorporation is issued, and the LLP must execute a Supplementary Agreement and file Form LLP-3. Required attachments include partner consent, resolution minutes, and any government or ROC directives. It is advisable to follow the proper procedure and consult professionals to avoid future complications.
Introduction: LLP can change their registered name any time after incorporation of LLP. For this LLP needs to comply with various requirements of Limited Liability Act, 2008. Also required ROC approval by filing various Forms. In various circumstances LLP can change its name, in this blog, we will explain whole process of change in changing name of LLP and LLP can navigate name modification process by understanding requirement of Act, Rules and regulation.
Sec 19 of LLP Act
Section 19 of LLP Act, 2008 and Rule 20(1) of the Limited Liability Partnership Rules, 2009 deals process of changing limited liability partnership’s registered name. Before initiating changing name of LLP, it is necessary to review LLP agreement. This step ensures that you are aware of any specified prescribed process mentioned under agreement for same.
Reasons for changing name of LLP
1. Partners of LLP can change voluntary its name
2. Based on direction received from Central Government in public interest
3. Registrar has authority to direct to change LLP name in case of name discrepancies, violations or public interest.
Mandatory requirement
- Provision of alteration of LLP name in agreement.
- In case no provision under LLP Agreement, consent of all the partners change in name of LLP.
Process for change in name of LLP
i. Check whether any prescribe procedure under LLP Agreement for change in LLP name
ii. Passed resolution and consent from partners for changing name of LLP
iii. Apply for form RUN-LLP to MCA for new name reservation
iv. Once name approve by ROC, LLP required to file Form LLP-5 within 30 days for initiate name change of LLP.
v. ROC may accept or reject, if name rejected, one resubmission chance shall be granted for filing RUN form.
vi. In case ROC approve name of change then issue fresh certificate of incorporation and it will effective from date mentioned under certificate.
vii. Then execute Supplementary Agreement for change in name of LLP and file form LLP-3 with ROC along with prescribe fees.
Applicable Forms and Attachments
| Sr. No. | Form | Description | Attachment of Forms |
| 1. | RUN-LLP | This form for new name reservation of LLP | Consent from all partners of LLP |
| 2. | Form LLP-5 | Through this form notice to ROC for name change of LLP | Consent of all partners of LLP |
| 3. | Form LLP-3 | This form requires to update LLP Agreement | Supplementary Agreement |
Filing LLP Form 5 with ROC
After receipt of approval from ROC on proposed name, LLP is required to file Form LLP 5 with ROC along with prescribed fees and following documents as an attachment:
- Certified copy of consent of all partners for new name change
- Copy of minutes of resolution/consent of partners
- Copy of direction received from Central Government, if any
- Copy of direction received from ROC.
Conclusion
Changing name of LLP is strategic move for your business and it helps to align business with market, mission, and brand strategy. However, it is important to comply with the proper procedure and requirement for smooth transition of process for changing name of LLP. With proper strategy and requirement with procedure, a name change can open new opportunities for business growth and evaluating nature of business. It is advisable to consult with professionals for process carried out without future complications.
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