TAXAJ

Change in Name of LLP

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.

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About This Plan

We will be providing you End-to-end expert assistance to change the name of your company will be provided. Your only worry should confine to what's the name going to be!

Created by potrace 1.15, written by Peter Selinger 2001-2017

Timeline

It Usually takes 10 to 15 working days (depends on MCA approval)

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Services Covered
Who Should Buy
How It's Done
Documents Required
Services Covered

  • Secretarial services relating to llp name change
  • Name Change filing in Form 3 & Form 5
Who Should Buy

  • Any LLP wishing to change their name.
  • Companies who need end-to-end assistance in drafting board resolutions, special resolutions and filing prescribed forms for name change
How It's Done
  • Purchase of Plan
  • Provide proposed company names
  • Get secretarial assistance in name change matters and gather required documents to be given to TAXAJ
  • TAXAJ files Form 3 and Form 5 on your behalf
Documents Required

  1. Name, Contact Number and Email Id of Designated Partners.

  2. Directors Identification Number, if already.

  3. Self Attested PAN, Aadhar & Passport size photo of Designated Partners

  4. Specimen Signatures of Designated Partners

  5. Few unique proposed names for the company.

  6. DSC of the Designated Partners.

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.

Can an LLP change its Name Mid-way?

Any LLP which is legally registered as per the Limited Liability Partnership Act, 2008 is allowed to change its name at any given time during its working after gaining approval from the appropriate authorities higher up. Usually, in most cases regarding LLPs, the Registrar is accepted as the required authority with the power to make changes. An LLP can choose to change its name in the following ways:

As per the LLP Act 2008, the name change of an LLP can occur through

  • Suo moto (Section 16)
  • Directions from Central Government (Section 17)
  • Directions to Registrar (Section 18)

Suo Moto Basis

A designated partner of the LLP may file a form stating that the Board wants a name change for the LLP, and after submitting the required forms and paying the fees for the same, the Registrar will then look into the matter. This application is a form of reserving the name you want for your LLP. These forms can be used to both sets a new name for your LLP when you are starting your partnership and also to change the name of your LLP to something new mid-way. The exact form that needs to be submitted is Form-1.

Directions received from Central Government

Other than due to rules laid down in Section 15 and 16, if the Central Government feels that the name of a limited liability partnership must be changed, it can direct it to do so. This can be because:

  1. The name very closely resembles or is the same as another name which is already registered.
  2. If it has already been registered under Section 15.


If the change is due to the fact the LLP’s name is identical to the name of another limited liability partnership/company/enterprise, the limited liability partnership will have to make the necessary changes within three months. This date can be extended if the Central Government allows it by providing an extension. If the partnership fails to comply, then it will have to face legal sequences and even fines up to the order of Rs ten thousand, with the maximum fine being five lakh rupees. The designated partner who heads the establishment will also be liable to pay a fine ranging anywhere from ten thousand rupees to one lakh rupees.

Directions Received from Registrar

If any already registered entity has a similar sounding name, it can approach the Registrar asking him to ask the new LLP to change its name, so that the public is not confused between the two. This right can be exercised only if the already registered LLP files for such an application at least within 24 months from the registration of the new partnership.

To do so, the LLP’s designated partner must write an application to the Registrar explaining the reasons for this request. Following this, they must back the application with the necessary supporting documents proving that the complaining LLP was incorporated longer and that the new one’s name is extremely similar. This will require,

  1. Copies of the Certificate of Registration which has details such as date of incorporation, time, place and name
  2. The certificate which shows that the company is still running
  3. PAN/ TAN/GST/Excise bills

Once the Registrar has gone through the documents and is certain that the complaint is a genuine one, he or she will then ask the new LLP to undergo a name-change as per Section 17 of the LLP Act,2008.

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).

Process of Name Change

The Limited Liability Partnership firm or LLP may change its name by following the guidelines laid down in the limited liability partnership agreement. Although the limited liability partnership agreement is silent on this matter, all partners shall need to consent to change the name of the limited liability partnership.


If there is no clause in the limited liability partnership agreement relating to a change in the name, the same can be made with the consent of all the partners of the limited liability partnership. Steps for the name change are given below:
  1. File for Reservation of Name in RUN Form
  2. Get the Name Approval from MCA/ROC.
  3. File form LLP 5
  4. The Registrar (ROC) on being satisfied that the changed name is the one as reserved by him shall issue a fresh certificate of Change of Name in Form No. 16 in the new name.
  5. The changed name shall be effective from the date of such certificate.
  6. Execute Supplementary Agreement
  7. File form LLP-3 with other attachments.

Draft Copy of Resolution for Change of Name of LLP


CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE DESIGNATED PARTNERS MEETING OF LLP NAME HELD ON DATE AT REGISTERED OFFICE OF THE LLP AT ADDRESS.


“RESOLVED THAT pursuant to the provisions of Limited Liability Partnership Act, 2008, Limited Liability Partnership Rules, 2009 and other applicable provisions if any, including any enactments or amendments thereof and subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana, the name of the LLP be and is now changed from __________________ LLP to _________________ LLP.


RESOLVED FURTHER  THAT the name _______________ LLP wherever it occurs in the LLP Agreement of the LLP be substituted by the new name ________________ LLP.


RESOLVED FURTHER THAT Designated Partners of the LLP be and are now severally authorized to file the necessary application, e-forms and other documents with the Registrar of Companies and do all such acts, deeds, and deeds things as may be required in this regard.

FURTHER RESOLVED THAT to give the effect of the above resolution, a reconstitution of LLP Agreement will be made by the Designated Partners of the LLP.”