Procedure for Change in Registered Name of Limited Liability Partnership (LLP)

Khushboo Sharma

Khushboo Sharma

Published on: Sep 20, 2023

Darshi Dave

Updated on: Sep 20, 2023

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Introduction:

Limited Liability Partnership (LLP) refers to a body corporate or partnership formed and incorporated under the provisions of Limited Liability Partnership Act, 2008. Such LLP may change its name at any time during the currency of its business operations due to the following reasons:

• Voluntarily on account of change in the nature of business of such LLP, or
• Based on the direction from the Central Government, or
• Based on the direction from the Registrar of Companies (RoC).

Any change in the registered name of the LLP can done in accordance with the procedure laid down in the LLP agreement or with the consent of all the partners, where there is no LLP agreement.

Applicable Provisions:

1. Section 19 of the Limited Liability Partnership Act 2008
2. Rule 20 of Limited Liability Partnership Rules 2009

Mandatory Requirements:

1. Provision of alteration of name in the LLP agreement.
2. Consent of all the partners for changing the name of LLP, in case the LLP Agreement is silent on the provisions related to alteration of name of such LLP.

Procedure:

1. File e-form RUN (“Reserve Unique Name”) with the Registrar of Companies (RoC):
   • LLP desirous of changing its registered name on voluntary basis or based on the directions from the Central Government/ Registrar of Companies (RoC) shall primarily decide a new name in tandem with its business and thereafter, check for its availability so as to avoid rejection, if any.
   • In case the proposed new name is available, then Web e-form RUN is required to be filed with the Registrar of Companies (RoC), for obtaining approval and reserving the said name for 90 days along with stipulated fee and the below mentioned attachments:
     • Certified copy of consent of all partners to apply for a new name
     • Trademark application, if applied under Trademark Act or copy of registration certificate, if any
     • If proposed name(s) is based on a registered Trade Mark or is a subject matter of an application pending for registration under the Trade Mark Act, 1999, No Objection Certificate of Owner of Trade Mark or the applicant of such application
     • Any other document if required.
   • Once the RUN form is approved, the LLP firm will receive an SRN (Service Request Number) number.
   Note
   1. In case the name includes banking, insurance, venture capital, mutual fund, stock exchange, Chartered Accountant, Company Secretary, Cost Accountant, Advocate, etc., a copy of in-principal approval from such regulatory authority or council governing concerned profession should be attached with Form RUN LLP.
   2. Two names for reservation can be proposed.
   3. If the name gets rejected, one resubmission chance shall be granted for filing the RUN form with two other unique names.
2. File LLP Form No. 5 with the Registrar of Companies (RoC):
   Within a period of 90 days, from the date of receipt of approval from the Registrar of Companies (RoC) on the proposed new name, the LLP is required to file LLP Form No. 5 with the Registrar of Companies (RoC), along with the prescribed fees and the following documents as an attachment:
   • Certified copy of consent of all the partners for the proposed new name
   • Copy of the minutes of decision/resolution/consent of partners
   • Copy of the direction received from the Central Government, if any
   • Copy of the direction received from the Registrar
   • Any other information as an optional attachment(s).
   Note: The SRN (Service Request Number) number received by the LLP, must be written in the LLP Form No. 5.
3. Issuance of New Certificate:
   The Registrar of Companies (RoC) upon satisfaction, shall issue a new Certificate of Incorporation bearing the new name of such LLP, effective from the date as specified in the certificate.
4. File Supplementary LLP Agreement (Form-3):
   Such LLP shall draft a supplementary LLP agreement to give effect to the change of name, in the original agreement and subsequently file the same with the Registrar of Companies (RoC), in LLP Form No. 3 along with the prescribed fees and the following documents:
   • Supplementary/ amended LLP agreement
   • Certified copy of consent of all partners
   • Notice of Change in Name
   • Any other information/document as may be required.
5. File Necessary Amendment Application under following Acts:
   Such LLP shall file the requisite amendment application, as may be applicable under the following Acts:
   • Goods and Services Act
   • Shops & Establishment Act
   • Factories Act
   • Foreign Exchange Management Act
   • Inter-State Migrant Workmen Act
   • Private Security Agency Act
   • EPF
   • ESI
   • Other Labour Laws
   • Industry Specific Laws.