You may require changing your Limited Liability Partnership (LLP) name due to various business reasons or on the directions of the Central Government.
Central Government may ask you to change your Limited Liability Partnership name, if the name is deemed to be undesirable or identical with or too nearly resembling with the name of an existing LLP.
Whatever may be the reason, you need to follow below procedures to change your LLP name.
The procedure for change name of limited liability partnership is governed by your Limited Partnership agreement filed with MCA and the provisions of section 19 of Limited Liability Partnership Act 2008.
Before starting the process, you need to check your Limited Liability Partnership agreement to know if any procedure for change of name has been specified.
If your Limited Liability Partnership or LLP agreement is silent in this matter then with the consent of all partners name of LLP can be changed.
Now check name availability at MCA portal to know if the desired name is available. If it’s available and not taken by anyone then arrange for a partners meeting to change the name of your Limited Liability Partnership.
After getting consent of all partners, authorized partner is required to file LLP name application form “Form 1” with MCA. Maximum of 6 names can be entered in the application form “Form 1” in the order of preference.
You are required to attach following documents with Form 1;
- Certified copy of the consent of Partners to apply for new name.
- Certified copy of your the Limited Liability Partnership or LLP Agreement
- Trademark application or registration certificate copy, if any
Make sure that the consent letter attached to the e-form also authorize one of the partner to file it with MCA.
After the name of LLP gets approved, you need to file an e-form “LLP-5” for notice of change in name with ROC along with following attachments within 30 days of getting approval;
- Consent of Partners
- Notice of change of name
After filing notice of change, if satisfied, ROC will issue a fresh certificate of incorporation in the new name. The new changed name will be effective from the date as mentioned in the certificate.
After getting fresh certificate of incorporation, you need to execute supplementary agreement to give effect to the changes in Limited Liability Partnership or LLP agreement.
In the last step, you are required to file the supplementary agreement with ROC as an attachment to e-form LLP-3.
Draft Resolution
“RESOLVED THAT pursuant to the provisions of Section 19 and other applicable provisions, if any, of the Limited Liability Partnership Act, 2008 (as amended or re-enacted from time to time) and Clause ……. [Clause Number] of the Limited Liability Partnership Agreement dated …….., the existing name of the Limited Liability Partnership be changed from …………………. [Existing name] to ………………………… [New name] as agreed upon by the partners of the LLP and in furtherance to this the LLP Agreement shall be amended accordingly.
RESOLVED FURTHER THAT Mr./Ms. …………………[Name of Designated Partner] designated partner be and is hereby authorized to sign necessary documents, forms, do necessary filings with the Registrar of LLP and to do any such acts and deeds that may be necessary in this regard.”
