CHANGE IN NAME OF THE LLP

In this article, we will tell you about the legal procedure to be followed for Change of Name of the Limited Liability Partnership (LLP).

A LLP being a legal entity must have a name of its own to establish its Separate identity. The name is the identity of the LLP and a symbol of its independent existence. A LLP may change its name due to any reason with the consent of its Partners and approval of respective authority.

The reason can be anything like change in the vision & the mission of the LLP, change in management, change of objective of the business, rebranding, repositioning, etc. In case, change in name of LLP is due to change in business of LLP; Form 3 for change in business of LLP should be filed before filing any form for Change in Name of LLP.

Section 16 and Section 19 of the Limited Liability Partnership Act, 2008 deals with the change of name of the LLP.

The procedure for name change is as follows:

Step 1:  Check the availability of name and Call Board Meeting

Check the availability of proposed names on MCA portal and take consent of all Partners to file application for availability of the proposed name.

Step 2:  Filing for availability of name

File application for reservation of name in RUN-LLP form with the prescribed fee of Rs. 1000 with the Registrar. Following documents are also required to attach:-

1. Certified copy of consents from partners to apply for new name
2. Certified true copy of resolution passed, if any
3. Trademark Registration Certificate, if name is registered in the name of LLP / Partners
4. NOC, if the same is registered under Trademark (from the owner)

An approved name is valid for a period of 90 days from the date of approval to file application for name change with the Central Government.

Step 3:  Hold the Partners Meeting

After name approval, hold a Meeting to take partners approval or consent for change in name of the LLP. The resolution shall be passed by all the partners.

Step 4:  Filing with the Registrar

After passing the Resolution, the LLP shall file the resolution passed with the concerned Registrar in Form-5LLP detailing the reasons for Change in name along with prescribed fee within 30 days of taking partners approval.

Attachments with Form-5LLP

Copy of the minutes of decision/ resolution/ consent of partners (Mandatory if change in name is with consent of partners) The extracts of the relevant provision of the Limited Liability Partnership Agreement, if any (Mandatory if change is name is based on the procedure laid down in the LLP agreement)

• If change is due to a direction received from the Central Government/ Registrar, then a copy of such direction is mandatory to be attached.

Step 5: Approval by Registrar

The Registrar will examine the application and approve the name change by issuing a fresh Certificate of Incorporation. The name change will be effective only on the issue of new certificate by the Registrar.

Step 6: Filing of Supplementary LLP Agreement

After receiving the fresh Certificate of Incorporation, execute a Supplementary LLP Agreement to give effect to the change in the name and file the same in Form-3LLP within 30 days of issuance of fresh Certificate of Incorporation.

Post name change the following things should be done by the LLP:-

1. Get the new name painted or affixed outside every office or place the business is carried on.
2. Get the new name printed on all the business letters, letter papers, billheads, notices & other publications of the LLP and on bills of exchange, promissory notes, hundies and other alike documents of the LLP.
3. Get the new rubber stamps and all the stationery items prepared in the LLP’s new name.
4. Intimate the bank where the LLP’s current account is in operation and all the concerned government officials or authorities such as stock exchanges, Tax, and Excise Authorities, NSDL, CDSL, PF & ESI officials, etc about the change in the LLP’s name.
5. Apply for the LLP’s New PAN and TAN.
6. Get the name updated with basic utility services such as telephone and electricity service providers.