Change Name of LLP

Change Name of LLP

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A partnership firm, a private company, and an unlisted public company can convert themselves into a LLP. However, in this case, LLP shall take the same name as that of the partnership firm or a company and on conversion, it cannot change its name.

There is, however, no such limitation on a LLP for changing its existing name. An existing LLP may change its name voluntarily or by the directions of the Central Government.

SECTION 19 of the Limited Liability Partnership Act, 2008 lays down the procedure for the change of the name of  a LLP.

The Limited Liability Partnership can change its existing name by following the procedures as laid down in the LLP Agreement. If however a LLP Agreement is silent on how the name would be changed, the consent of each and every partner is required for changing the name.

 

LLP can change its name by filling the following forms :

• Form 1 (Application for reservation or change of name) is required to be filled for name approval.
• After the name gets approved, applicant is required to file Form 5 (Notice for change of name) to intimate the registrar about the name change of LLP.

Content of LLP Name Change Form 5

LLP Form 5 is available on site of MCA. Its having following content.

1. LLP Registration number
2. Address of LLP
3. SRN Number of RUN Form
4. Reason For LLP Name Change
5. Date of consent of partners
6. LLP name change due to agreement / consent of partners / Central Government order
7. SRN of Form 3 (in case change of name is due to change in business of LLP)
8. DPIN of Signing Partner
9. Attachments
10. Certification from Professional

Procedure for the change of the name of an existing LLP :

Following is the procedure for the change of the name of an existing LLP: 

• MEETING: A meeting shall be held to obtain the consent of the partners for the change of name. Prior notice shall be served upon the partners before convening the meeting stating the purpose of the proposed meeting. The meeting shall be concluded by passing a proper resolution.
• APPLICATION: After obtaining the consent of all the partners, an application needs to be filled in Form 1 for the availability of the proposed name with the Registrar. Approximately 5 to 6 names should be mentioned in the order of priority.
• ATTACHMENTS: Following attachments need to be filed along with Form 1 with the Registrar –
  • A copy of the minutes of the meeting in which the consent of the partners was obtained along with the resolution.
  • A copy of the direction of the Central Government if the change is due to the order of the said Government.
• FEES: The fees as prescribed by the LLP Act, 2008 have to be paid by way of credit card only.
• APPROVAL OF NAME: The ROC will then approve the name if in the opinion of the Central Government it is not undesirable or if it is not identical with the name of any existing LLP or a body corporate.
• Period: The approved name is available for 3 months. If the concerned LLP did not change its name within three months from the date of approval, then it would lapse. The Limited Liability Partnership Act, 2008 does not give the applicant a benefit of renewing the lapsed name. The applicant would then have to start with a fresh procedure and would be burdened with a payment of fresh fees.
• FORM 5: After receiving the notice of approval, the applicant will then have to intimate the Registrar regarding change of name in FORM 5.
• FRESH CERTIFICATE OF INCORPORATION: The Registrar after satisfying himself that the name is changed as per the prescribed procedure, and the new name is one which was reserved for the concerned LLP, shall issue a fresh certificate of incorporation in Form 16 in the new name.
• DATE OF CHANGE: The changed name shall be effective from the date of the certificate mentioned above.
• SUPPLEMENTAL AGREEMENT: After that, the LLP will have to execute a supplemental agreement for the change in the name of LLP Agreement.
• INTIMATION TO REGISTRAR: LLP is required to intimate the Registrar for changes made in the LLP Agreement through the supplemental agreement in Form 3.
• POST-CHANGE REQUIREMENTS: After the LLP has successfully changed its name, it has to deal in the new name, and the changed name must appear in all the official documents of the LLP. The LLP has to deal with the outsiders in the changed name. All the name plates, business cards, etc., of the LLP have to be substituted by the new name. However, the former name of the LLP by which it was known to the world before the change should appear under the changed name of the Limited Liability Partnership for a certain time.

 

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