When you start running a new company, the first thing you take care of is choosing a name that lures your target audience towards your product. ‘Name’ plays a vital role in deciding how people react to a new company. But, what if after some time you feel that your limited liability partnership name is not sitting fit with your business. What if you change the focus of your business activity and now require a new name? Can you change your LLP Name mid-way? What are the requirements you need to fulfil and protocol you need to follow for getting a new name for your LLP? What is the process for changing LLP? To get the answers to all these questions you require to read further.
Can an LLP get its name changed during its active status?
An LLP which is legally registered under the Limited Liability Partnership Act, 2008 enjoys the freedom of changing its name any time mid-way with the permission of the respective authority and following certain protocols. Here, the respective authority is the Registrar.
LLP Act 2008 which deals with the change of an LLP Name
The name changing of an LLP is dealt in the following sections of the LLP Act of 2008:
- Suo moto basis or Reservation of Name (Section 16)
- Directions received from the Central Government (Section 17)
- Directions to Registrar given by a business entity regarding name change (Section 18)
We will take a detailed look at the above mentioned sections in the following section.
Suo moto basis
A legal partner of an LLP may file a form stating the Board’s desire to change the LLP name. The form to be filled in this case is Form 1. This is the application for reservation of name. After the filing of the form and successful payment of fees, the Registrar looks into the matter.
The documents needed to be attested with Form 1 include, while the process for changing LLP :
- Consent letters from other partners
- Copy of Board Resolution for name change
- Trademark certificate if the name has already been registered.
- Authorization to fill Form 1
Once the Registrar is satisfied that the application is in compliance with the rules of the Central Government they can accept the application and reserve the name for 3 months. After the name gets approved, the LLP must file Form 5 intimating the Registrar about the name change. It should be done within 30 days after the approval of the new name. Following which the Registrar issues a new certificate with the new name.
The LLP next needs to change the Original Agreement and draft a supplementary Agreement with a new name. After this the LLP should not use its old name.
Directions from Central Government
If the Central Government feels that a LLP name,
- is in close resemblance with another registered LLP or is the same as other
- is already registered under Section 15,
it may issue orders for the change of LLP name.
In this case, the limited liability partnership needs to take action within 3 months or more if the Central Government extends the time period. Failing to which the LLP may be levied with fines ranging from Rs. 10,000 to even Rs. 5,00,000 and the partner of the LLP will also be charged with a fine of minimum Rs. 10,000 to a maximum of Rs. 1,00,000.
Directions received from Registrar
A business company with a name similar to the other may approach the Registrar for the change in name of the new limited liability partnership. However, it can only be exercised if the application is filed within 24 months from the new LLP’s registration.
In this case, the LLP which files the application needs to provide valid reason and proof stating the complaining LLP was incorporated earlier.
Procedure for changing the LLP Name
The process for changing LLP mentioned in the Suo moto basis must be followed for the change of name. Prior to which the LLP must make some firm decisions.
- The partners must make sure that the limited liability partnership Agreement contains a specific procedure, for the procedure of name change. If yes, then they must abide by the mentioned rules.
- The Board must decide a new name for the LLP.
- Verification of the availability of the name must be done and the partners must reserve it through the Reservation of Unique Name Application via the MCA portal.
- Board then needs to pass a resolution for the authorization of name change.