Procedure for LLP Name Change

Ashish M. Shaji

10 Dec, 2020

Due to various business reasons, it may be required to change the name of LLP or even on the directions of the central government, the name will have to be changed when the name of the company is undesirable or identical or resembling with the name of existing LLP. In this article we shall discuss the entire process of LLP name change.

The Process of LLP Name Change

The procedure to change the name of LLP is governed by the provisions of section 19 of the Limited Liability Partnership Act 2008 and by the limited liability partnership agreement filed with the Ministry of Corporate Affairs, if the procedure to change the name of LLP is specified.

In case Limited partnership Agreement is silent then the name of Limited Liability Partnership can be changed only with the consent of all the parties.

The next step is to verify the name availability on MCA portal to check whether the desired name is available. After checking the name availability, consent of the members shall be taken to change the name of the Limited Liability Partnership.

After obtaining the consent of partners, an authorized partner is required to file Limited Liability Partnership name approval form which is “Form 1” with the Ministry of Corporate Affairs. Maximum 6 names can be mentioned in the form in order of preference.

There are certain documents that are to be attached to Form-1.

Following documents are required to be attached to Form 1:

1. A copy of the consent of the partners to apply for a new name and consent letter must authorize one partner to file it to the Ministry of Corporate Affairs^[1].
2. Certified copy of the Limited partnership agreement.
3. Trademark Application (If any).
4. A copy of registration certificate (If any).

Once the name of LLP is approved, e-form LLP-5 is required to be filed within 30 days of approval of the notice of change in name with ROC along with the following attachments:

• Consent of the partners;
• Notice of change of name.

After filing a notice of the change in name, if the Registrar of Companies is satisfied then the Registrar of Companies will issue a fresh certificate of Incorporation on the new name.

The new name of the company shall be effective from the date mentioned in the certificate.

After receiving the fresh certificate of incorporation, it is required to execute supplementary agreement to give effect to the change in the name of limited liability partnership, and it is necessary to be filed with Registrar of Company as an attachment in e-form LLP-3.

Penalty in case of non-compliance with Central Government’s direction on LLP name change

If central government is satisfied that an LLP has been registered under the name that is same or is close to being same to any other LLP, the Central Government can direct to change its name. In case the LLP fails to comply with such direction then such LLP will be punished with fine of not less than 10000 rupees that can increase to 5 lakhs.

The designated partner of such LLP will also be punished with fine of not less than 10000 rupees and it can extend to 1 lakh rupees.

Conclusion

An LLP should strictly adhere to the procedure of limited liability partnership name change prescribed under law. Don’t forget to inform all the stakeholders about such change. In case you need more information regarding the same, consider contacting Enterslice.

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