Comprehensive Guide on LLP Name Change in India

1. Introduction

A Limited Liability Partnership (LLP) registered with the Ministry of Corporate Affairs (MCA) receives a unique name and an LLP Identification Number (LLPIN). An LLP, by nature, is a going concern, meaning it continues indefinitely unless dissolved. However, an LLP may opt for a name change at any point, subject to regulatory approvals.

Changing the name of an LLP does not affect its legal status, obligations, or rights. Any legal proceedings initiated under the old name continue seamlessly. The LLP’s incorporation date remains unchanged despite the name modification.

2. Reasons for Changing LLP Name

An LLP may decide to change its name for various reasons, including:

• Change in Business Objectives: Aligning the LLP’s name with its revised business activities.
• Change in Partners or Management: Reflecting changes in ownership or leadership.
• Geographical Relevance: If the name includes a location that no longer represents the LLP’s operational area.
• Branding & Rebranding: Enhancing marketability and customer recognition.
• Expansion to International Markets: Adapting the name to cater to global audiences.
• Regulatory or Legal Compliance: Avoiding conflicts with existing trademarks or regulatory guidelines.

3. Procedure for LLP Name Change

3.1 Checking Name Availability

Before initiating the name change process, the LLP must ensure that the desired name is available. The name search facility is accessible on the MCA portal.

3.2 Passing a Resolution

A resolution must be passed in a properly convened meeting of partners to:

1. Approve the name change.
2. Authorize a designated partner to apply for name availability on the MCA portal.

3.3 Applying for Name Reservation (RUN-LLP Form)

The authorized partner must file the RUN-LLP (Reserve Unique Name for LLP) form with the Registrar of Companies (RoC) via the MCA portal. The form must include:

• Resolution copy passed by partners.
• Proposed new name with justifications.
• Government fee payment for name reservation.

Once approved, the reserved name remains valid for 90 days.

3.4 Execution of Supplementary LLP Agreement

Once the name reservation is approved:

1. The LLP must convene a partners’ meeting.
2. A supplementary LLP agreement must be executed, reflecting the new name.
3. The agreement should authorize a partner to file the required forms with the RoC.

3.5 Filing Form-5 for Name Change Approval

The LLP must file Form-5 (Notice for Change of Name) with the RoC via the MCA portal. The following documents must be attached:

• Board Resolution approving name change.
• Supplementary LLP Agreement reflecting the name change.
• Consent from all partners.

Upon successful verification, the RoC issues a Fresh Certificate of Incorporation with the updated name.

3.6 Updating Name with Other Authorities

Once the LLP receives the new incorporation certificate, it must update its name with:

• Income Tax Department (PAN & TAN updates).
• Goods and Services Tax (GST) Department.
• Banks and Financial Institutions.
• Other regulatory authorities, vendors, and clients.

4. Legal Implications of Name Change

• The LLP retains all its rights and obligations under the new name.
• Existing contracts, agreements, and legal proceedings remain unaffected.
• The LLP’s incorporation date and LLPIN remain unchanged.
• Failure to comply with regulatory filings may result in penalties.

5. Case Study: LLP Name Change in a Growing Business

Scenario:

A technology-based LLP, TechnoSoft LLP, originally focused on software development, decided to diversify into hardware solutions. To reflect this expansion, the management opted to change its name to Techno Solutions LLP.

Steps Taken:

1. The partners passed a resolution approving the name change.
2. An application for Techno Solutions LLP was filed via the MCA portal.
3. Upon approval, a supplementary LLP Agreement was executed.
4. Form-5 was filed with the RoC, and a Fresh Certificate of Incorporation was issued.
5. Updates were made with tax authorities, banks, and clients.

Outcome:

The LLP successfully rebranded without legal or operational disruptions, improving market recognition and business expansion opportunities.

By following the above guidelines, LLPs can smoothly transition to a new name while ensuring compliance with regulatory requirements.

For professional assistance, reach out to us on email: info@returnfilings.com or on whatsapp: https://wa.me/919910123091 to ensure all statutory obligations are met on time.

6. Additional Resources

For further reading, explore the following topics:

• How to Register an LLP in India.
• Annual Compliance Requirements for LLPs.
• Process for Addition or Removal of Partner in LLP.
• LLP Closure/Strike Off: Process, Legal Requirements, and Compliance.

Frequently Asked Questions on LLP Name Change

General Information about LLP Names

1.       What are the rules for choosing an LLP name?

LLP names in India are governed by the Limited Liability Partnership Act, 2008, and related rules. Key principles include: The name should not be identical or too similar to an existing company or LLP name. It should not be undesirable in the opinion of the Central Government. It should not violate any trademarks or intellectual property rights. It should not contain certain prohibited words or expressions.

2.       What is the process for reserving an LLP name?

Before changing an LLP’s name, you need to reserve the new name through the MCA (Ministry of Corporate Affairs) portal. This involves checking name availability and paying a fee. You’ll typically use the RUN-LLP (Reserve Unique Name-LLP) service.  

3.       How long is a reserved LLP name valid?

A reserved LLP name is typically valid for 90 days.

Process for Changing an LLP Name

4.       What is the process for changing an LLP’s name?

The process generally involves: Passing a resolution by the designated partners. Obtaining approval from the Central Government (if required, for certain types of LLPs). Filing Form LLP-4 with the Registrar of Companies (ROC) within 30 days of passing the resolution. Executing a supplementary LLP agreement reflecting the name change. Obtaining a new certificate of incorporation from the ROC reflecting the new name.  

5.       What forms are required for changing an LLP’s name?

The primary form is LLP-4 (Notice of change in name/conversion of LLP).

6.       What documents are required for changing an LLP’s name?

Documents typically include: Resolution passed by the designated partners. Supplementary LLP agreement. (If applicable) Central Government approval.  

7.       What is the cost involved in changing the LLP name?

Statutory fee is prescribed by the MCA and professional fee for seeking advice.

8.       How long does it take to change an LLP’s name?

The process can take several weeks, depending on the ROC’s processing time.  

Post-Name Change Formalities

9.       What needs to be done after the LLP name is changed?

After the name change is approved, the LLP needs to: Inform banks, financial institutions, and other stakeholders about the name change. Change the LLP’s name on all signage, stationery, and website. Update its registrations with various authorities (GST, etc.).  

10.   Do all LLP documents need to be updated with the new name?

Yes, all LLP documents, including contracts, agreements, and letterheads, should be updated with the new name.  

11.   Does the LLP need to advertise the name change?

While not always mandatory, advertising the name change can be a good practice.

Other Considerations

12.   Can an LLP change its name multiple times?

Yes, an LLP can change its name multiple times, following the prescribed procedure each time.  

13.   Can an LLP change its name to a name that is similar to an existing company or LLP?

No, the name should not be identical or too similar to an existing company or LLP name.  

14.   What happens to the LLP’s existing contracts after the name change?

Existing contracts remain valid and binding, but it’s advisable to inform the other parties to the contracts about the name change.

Other generally asked questions related to LLP Name change

15.   How do I check the availability of an LLP name?

You can check name availability on the MCA portal. 

16.   What are the restrictions on choosing an LLP name?

The name should not be undesirable, similar to an existing company/LLP, or violate trademarks.

17.   Can an LLP use a foreign language name?

Specific rules apply; check the LLP rules and guidelines.

18.   How do I update the LLP’s website with the new name?

You can update the website content yourself or hire a web developer.

19.   What are the implications of a name change for the LLP’s brand?

A name change can impact brand recognition and requires careful consideration.  

20.   How do I inform clients about the LLP name change?

You can inform clients through various channels, such as email, social media, and announcements.  

21.   What are the legal implications of using the old LLP name after the name change?

Using the old name can lead to confusion and potential legal issues.

22.   How can I ensure a smooth transition after an LLP name change?

Proper planning and communication are essential for a smooth transition.

23.   What is the process for changing the name of a foreign LLP?

The process is generally similar but may involve additional requirements.

24.   Where can I find the latest MCA notifications and circulars related to LLP name changes?

The MCA website is the official source for notifications and circulars.