LLP Name Change in India: Procedure, Legal Implications & Case Study
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• Geographical Relevance: If the name includes a location that no longer represents the LLP’s operational area.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.
• Conversion of Entity: Conversion from Private limited company to LLP or from One person company (OPC) to LLP.
• 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. This is one of the crucial step and if name is available then file an application for reservation of name before proceeding for name change process, this will ensure that name available is reserved for specific time period and you can complete the process of LLP name change smoothly.
3.2 Passing a Resolution
A resolution must be passed in a properly convened meeting of partners to:
a. Approve the name change.
b. 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:
a. The LLP must convene a partners’ meeting.
b. A supplementary LLP agreement must be executed, reflecting the new name.
c. 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:
a. The partners passed a resolution approving the name change.
b. An application for Techno Solutions LLP was filed via the MCA portal.
c. Upon approval, a supplementary LLP Agreement was executed.
d. Form-5 was filed with the RoC, and a Fresh Certificate of Incorporation was issued.
e. 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.
frequently asked questions (faq's) related to LLP Name Change
Q What are the rules for choosing an LLP name?+
Q What is the process for reserving an LLP name?+
Q How long is a reserved LLP name valid?+
Q What is the process for changing an LLP's name?+
Q What forms are required for changing an LLP's name?+
Q What documents are required for changing an LLP's name?+
Q What is the cost involved in changing the LLP name?+
Q How long does it take to change an LLP's name?+
Q What needs to be done after the LLP name is changed?+
Q Do all LLP documents need to be updated with the new name?+
Q Does the LLP need to advertise the name change?+
Q Can an LLP change its name multiple times?+
Q Can an LLP change its name to a name that is similar to an existing company or LLP?+
Q What happens to the LLP's existing contracts after the name change?+
Q How do I check the availability of an LLP name?+
Q What are the restrictions on choosing an LLP name?+
Q Can an LLP use a foreign language name?+
Q How do I update the LLP's website with the new name?+
Q What are the implications of a name change for the LLP's brand?+
Q How do I inform clients about the LLP name change?+
Q What are the legal implications of using the old LLP name after the name change?+
Q How can I ensure a smooth transition after an LLP name change?+
Q What is the process for changing the name of a foreign LLP?+
Q Where can I find the latest MCA notifications and circulars related to LLP name changes?+
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