Limited Liability Partnership was brought into effect under the act Limited Liability Partnership Act, 2008. It is a blend of partnership firm and corporate characteristics. As the definition under Section 3 of LLP Act, 2008 suggests, “an LLP is a body corporate formed and incorporated under the Act. It is a separate legal entity from its partners having perpetual succession. Any change in its partners will not impact its existence, rights or obligation”.
LLP could amend its name anytime throughout its life time as under Section 19 of Limited Liability Act, 2008 adjoining the RULE 20 of LLP Rules, 2009. LLP can change its name by following the procedure laid down in the LLP agreement. But if the LLP agreement is silent about the same then consent of all the partners must be taken.
Procedure for changing name of llp
Step 1: Reservation of name
The firm could apply for name reservation in “RUN” with fees as prescribed by registrar which is Rs. 200 Form Requirements
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- The current name of LLP
- The name which limited liability partnership proposes to change.
Form Attachments
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- Copy of Resolution
- Consent of all the partners of the firm
- NOC from owner of trademark, if applicable
Upon the receipt of the application if the registrar is satisfied that the proposed name does not violates the rules prescribed by the central government regarding the name reservation, then the Registrar will issue the name approval letter. The approved name is reserved for a period of 3 months from the intimation by the registrar.
RUN Form
You can submit two names at a time while filing the form. One resubmission chance is given, if the name gets rejected, you can further apply as a case of resubmission with two other different names.
Step 2 : Notice for Change of Name
After the approval of name from registrar, the LLP shall file Form – 5, for the notice of change in name with ROC within 30 days of the approval from the registrar.
The change of name can be done filed on the basis of three cases :
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- Based on the provisions/procedures laid down in LLP Agreement:or
- With due consent of the partners:or
- On the directions received from Central Government.
The attachments of the form are based on the above situations. You need to affix the respective document.
If the latter is satisfied with the documents, then the registrar issues a new incorporation certificate in the new name. It will be applicable from the date mentioned in the certificate.
Step 3 : Filing of LLP Agreement
After the approval, the company needs to execute the amended LLP agreement and get it stamped and notarised as per the provisions of the respective state.
File Form 3 accompanying the supplementary agreement within 30 days with the prescribed fees. The same will be approved from the Registrar of the companies.
Post compliance after name approval
After the name change LLP is obliged to use its new name instead of the previous one. Also LLP have to intimate this fact to various relevant government authorities, banking officials and update the same on all type of stationaries.
Penalty for violation
If in any case central government is of the opinion that the LLP has violated section 15(2) or the name resembles with the name of another LLP or body corporate. Then the central government may direct to alter the name within a period of 3 months or longer as directed.
The failure of the same may call for penalty:
| LLP | Rs 10000 or up to Rs 500000 |
| Designated partners | Rs 10000 or up to Rs 100000 |
