Procedure for change of Limited Liability Partnership (LLP) Name

Procedure for change of Limited Liability Partnership (LLP) Name

(Section 16, 17 & 18 of LLP Act, 2008)

Any LLP registered under the act Limited Liability Partnership Act, 2008 may change its name any time during its active status with the approval of respective authority.

Here respective authority stands Registrar.

A LLP may change its name by the following written ways.

There are total three sections under Limited Liability Partnership Act 2008 (LLP Act 2008) which deals for change of name of LLP

1. Suo moto basis (Section 16 of LLP Act, 2008)

2. Directions received from the C.G. (Central Government) (Section 17 of LLP Act, 2008)

3. Directions given by any entity to Registrar to change the name of LLP (Section 18 of LLP act, 2008).

Suo moto basis : Section 16 – Reservation of Name

Section 16 Reservation of name

(1) A person may apply in such form and manner and accompanied by such fee as may be prescribed to the Registrar for the reservation of a name set out in the application as-

(a) the name of a proposed limited liability partnership; or

(b) the name to which a limited liability partnership proposes to change its name.

(2) Upon receipt of an application under sub-section (1) and on payment of the prescribed fee, the Registrar may, if he is satisfied, subject to the rules prescribed by the Central Government in the matter, that the name to be reserved is not one which may be rejected on any ground referred to in sub-section (2) of section 15, reserve the name for a period of three months from the date of intimation by the Registrar.

Under this section any LLP through its designated partners may apply for reservation of new name proposes to change its name.

Under this criteria LLP may file the prescribed form (Form 1) with the registrar and pay the prescribed fee. If Registrar is satisfy with the new name then he may reserve the name for three months.

# Consent from all partners is mandatory to change the name of LLP.

Following documents are also required to attach with Form 1

1. Certified copy of consents from partners to apply for new name

2. Board Resolution, if any

3. Trademark Certificate if name is registered in the name of LLP / Partners

4. NOC, if the same is registered under Trademark (from the owner)

5. Authorization to a partner to file the E-Form 1.

After approval of new name from the registrar LLP needs to file e-Form 5 for notice of change in name with ROC with in thirty (30) days from approval of name.

After filling of above said form (e-form 5) with the Registrar, if he is satisfied with the documents and details will issue a fresh certificate of Incorporation in the new name.

# New name shall be effective from the date as mentioned on the certificate.

After receiving of fresh certificate under new name the LLP needs to execute the Supplementary Agreement to give effect to the changes in the LLP agreement.

After that LLP needs to file the executed Supplementary Agreement with the Registrar in e-form 3 with 30 days and pay the prescribed fees.

From that day LLP shall use only new name and can not use previous name.

The above said was mandatory under Limited Liability Partnership Act 2008 (LLP Act 2008). Pl. note that few more things we need to do after approval.

We need to intimate to following written respective government authorities about change in name of Limited Liability Partnership (LLP). (to the applicable one : depend on business to business)

1. Goods and Services Tax Department (GST)

2. Income Tax Department

– Change in Income Tax PAN (Permanent Account Number)

– Change in Income Tax TAN (Tax Deduction and Collection Account Number)

3. S.I Department

4. F. Department

5. Customs

6. DGFT

7. Shops and Establishment Department

8. Factories Act registration department

9. FSSAI : Foods Safety and Standards Authority of India)

10. Drug Department

11. Etc. (As applicable)

With the above said details, LLP needs to open a Bank Account in the new name of LLP (Limited Liability of Partnership) and to inform the customer as well.

Directions received from Central Government: Section 17

Section 17

(1) Notwithstanding anything contained in sections 15 and 16, where the Central Government is satisfied that a limited liability partnership has been registered (whether through inadvertence or otherwise and whether originally or by a change of name) under a name which-

(a) is a name referred to in sub-section (2) of section 15; or

(b) is identical with or too nearly resembles the name of any other limited liability partnership or body corporate or other name as to be likely to be mistaken for it, the Central Government may direct such limited liability partnership to change its name, and the limited liability partnership shall comply with the said direction within three months after the date of the direction or such longer period as the Central Government may allow.

(2) Any limited liability partnership which fails to comply with a direction given under sub-section (1) shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to five lakh rupees and the designated partner of such limited liability partnership shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees.

Under section 17 Central Government (C.G.) may give directions to the registered Limited Liability Partnership Act 2008 (LLP Act 2008) to change its existing name to new name (which must not be undesirable and identical or too nearly resembles).

# Pl. Note that in case of failure of obeying the order of Central Government there are penal provisions on LLP itself and Designated Partners. Penalty amount is written as following.

a. Penalty on LLP shall be INR Ten thousand (10,000.00) which may be extended upto INR Five Lakhs (500,000.00).

b. Penalty on Designated Partners shall be INR Ten thousand (10,000.00) which may be extended upto INR one Lakh (100,000.00)

Directions given by any entity to Registrar to change the name of LLP (Section 18 of LLP act, 2008).

Section 18 Application for direction to change name in certain circumstances

(1) Any entity* which already has a name similar to the name of a limited liability partnership which has been incorporated subsequently, may apply, in such manner as may be prescribed, to the Registrar to give a direction to any limited liability partnership, on a ground referred to in section 17 to change its name.

(2) The Registrar shall not consider any application under sub-section (1) to give a direction to a limited liability partnership on the ground referred to in clause (b) of sub-­section (1) of section 17 unless the Registrar receives the application within twenty-four months from the date of registration of the limited liability partnership under that name.

Under this section any entity may approach to registrar with in twenty four (24) months to intimate to change the name of LLP (24 months from incorporation date) if the entity has similar name (must be in existence before incorporation of LLP.

For this following written steps should be taken by the entity to proof the burden (that entity is in existence before the Incorporation of LLP.

1. Write an application to the Registrar for giving directions to change the name of LLP because of similar name.

2. Provide the documents which proof the existence of Entity before incorporation of the Limited Liability Partnership (LLP)

– Person may provide certificate of Registration under any government authority, which satisfy the incorporation of the entity with date, place, name, etc.

– Person may provide further copy of return, if applicable to showing the continuing existence of business

– Person may provide registration certificate including PAN, TAN, VAT & CST, Service Tax, GST, Excise, etc.

3. Person may provide the entire details with certified copy to the Registrar.

After satisfaction Registrar will take the necessary action and under section 17 that LLP needs to change the existing name of the LLP with in the prescribed time line specified under section 17 of Limited Liability Partnership Act, 2008 (LLP Act, 2008)

*Entity means : as per defined under section 2(1)(k) “entity” means any body corporate and includes for the purpose of sections 18, 46, 47, 48, 49, 50, 52 and 53, a firm set-up under the Indian Partnership Act, 1932 (9 of 1932).