What is the Procedure of name change in LLP?
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Introduction
The name of a Limited Liability Partnership (LLP) is a vital aspect of the business, appearing on documents, letterheads, banners, pamphlets, and more. It serves as the identity and face of the LLP. There may be occasions when an LLP needs to change its name—whether with the agreement of partners, under the direction of the Central Government, or due to other reasons.
Changing the name of an LLP requires approval from the Registrar of Companies (ROC) and must comply with the LLP Act, 2008 and related regulations. In this article, we will explain the process of changing an LLP name in simple terms, helping LLPs navigate the procedure confidently while maintaining their brand identity.
What is section 19 of LLP Agreement?
If you are considering changing the name of your LLP, it is important to understand the process outlined in Section 19 of the LLP Act, 2008. This section, along with the LLP agreement filed with the Ministry of Corporate Affairs (MCA), governs the procedures for changing an LLP’s name.
Before initiating the name change, it is crucial to review the LLP agreement. This ensures that you are aware of any specific procedures or clauses related to altering the LLP’s name. In most cases, standard LLP agreements do not impose restrictions on changing the name, providing partners with the flexibility to proceed with the process.
Documents Required to Change LLP Name
Documents Required for Changing the Name of an LLP
To change the name of an LLP, the following documents are typically required:
RUN-LLP Form: The Reserve Unique Name (RUN) LLP Form is used to reserve a new, unique name for the LLP. It includes details such as the proposed name, type of LLP, business activities, and other relevant information.
Form 3: This form discloses the holdings of directors, officers, and beneficial owners of the LLP and becomes part of the public record. It is required to update the official records with the Registrar of Companies (ROC).
Form 5: Form 5 is an online form used by existing LLPs to apply for a name change with the ROC. (For changes to designated partners or partner details, Form 4 is used.)
Consent Letter from Partners: A written consent from all partners is required, providing approval for the proposed name change.
Supplementary Agreement (if applicable): In certain cases, an additional agreement may be needed to formally document the name change.
NOC from Trademark Owner (if applicable): If the proposed LLP name is registered under the Trademark Act, a copy of the trademark certificate or a no-objection certificate (NOC) from the trademark owner should be submitted. This helps prevent delays during the approval process.
Procedure for Change of name in LLP
Steps to Change the Name of an LLP
Changing the name of an LLP requires the consent of all partners and involves several key steps:
Step 1: Obtain Partners’ Consent
To initiate a name change, all partners must agree to the proposed new name. A Partner Consent Form is signed by all members, confirming their approval and specifying the new LLP name.
Step 2: Authorize a Designated Partner
After obtaining consent, the partners must authorize a designated partner to handle the entire process. This includes filing forms, submitting documents, and completing all requirements with the Registrar of Companies (ROC) and other authorities.
Step 3: File RUN-LLP Form
Conduct a name availability search to ensure the proposed name is unique and not already registered. Once approved, the name is reserved for 3 months using the RUN-LLP Form.
Step 4: File Form 5
After the name is reserved, file Form 5 with the ROC within 30 days. This submission includes:
Notice of the proposed name change
Partner consent forms
Payment of the requisite fees
Step 5: Execute and File LLP Supplementary Agreement
A supplementary LLP agreement reflecting the new name must be executed and filed with the ROC, usually within 30 days of execution. This ensures that the new name is officially recorded in the LLP’s legal documents.
Step 6: File Form 3
Finally, submit Form 3 to the ROC to update the official records. Once approved, the name change is complete, and the LLP can start using its new name in all documents and communications.
Fee Structure to change the name of LLP
Government Fees for Changing the Name of an LLP
Changing an LLP’s name requires filing multiple forms with the Registrar of Companies (ROC). The government fees for these forms depend on the LLP’s capital contribution at the time of incorporation.
1. RUN-LLP Form:
The fee for reserving a name through the RUN-LLP Form is ₹200, irrespective of the partners’ contribution.
2. Form 3:
| Contribution Amount | Government Fee (₹) |
|---|---|
| Up to ₹1,00,000 | 500 |
| ₹1,00,001 – ₹5,00,000 | 2,000 |
| ₹5,00,001 – ₹10,00,000 | 4,000 |
| ₹10,00,001 – ₹25,00,000 | 5,000 |
| ₹25,00,001 – ₹1 crore | 10,000 |
| Above ₹1 crore | 25,000 |
3. Form 5:
| Contribution Amount | Government Fee (₹) |
|---|---|
| Up to ₹1,00,000 | 50 |
| ₹1,00,001 – ₹5,00,000 | 100 |
| ₹5,00,001 – ₹10,00,000 | 150 |
| ₹10,00,001 – ₹25,00,000 | 200 |
| ₹25,00,001 – ₹1 crore | 400 |
| Above ₹1 crore | 600 |
Additional Professional Fees:
Apart from government fees, LLPs may incur professional service or filing fees, which usually range between ₹5,000 – ₹7,000. At BizCatalyst Technologies, the professional filing fee for changing an LLP name is ₹4,999/-.
Penalty Fee Structure
Penalty for Delay in Filing LLP Name Change Forms
In addition to the regular fees for changing an LLP’s name, a penalty is levied in case of delayed filing of forms. The penalty depends on the size of the LLP, categorized as Small LLPs and Other than Small LLPs. The penalty structure for Form 3 and Form 5 is as follows:
| Period of Delay | Additional Fee for Small LLPs (₹) | Additional Fee for Other than Small LLPs (₹) |
|---|---|---|
| Up to 15 days | 1× normal filing fee | 1× normal filing fee |
| 16–30 days | 2× normal filing fee | 4× normal filing fee |
| 31–60 days | 4× normal filing fee | 8× normal filing fee |
| 61–90 days | 6× normal filing fee | 12× normal filing fee |
| 91–180 days | 10× normal filing fee | 20× normal filing fee |
| 181–360 days | 15× normal filing fee | 30× normal filing fee |
| Beyond 360 days | 25× normal filing fee | 50× normal filing fee |
Note: LLPs with a capital contribution of ₹25 lakh or less are considered Small LLPs, while those with capital contribution above ₹25 lakh are considered large LLPs.
Reasons for changing the LLP’s Name
Reasons for Changing an LLP’s Name
Once you understand the documents and fees required, it is important to know why an LLP may need to change its name. Common reasons include:
Rebranding: An LLP may change its name to reposition itself in the market, target new audiences, or introduce new products or services. A name change can help align the LLP’s identity with its vision and strategic goals.
Mergers and Acquisitions: When two businesses merge, a new name may be chosen to reflect the combined identity and objectives of both entities.
Ensuring Uniqueness: If an LLP’s name is similar to that of another organization, it may cause confusion among customers. A unique name helps avoid such conflicts and strengthens brand identity.
Government Directives: The government may require an LLP to change its name if it is identical or similar to an existing company, or if the name is considered undesirable. In such cases, the LLP must comply immediately.
Change in Business Focus: If the LLP alters its core business activities or objectives, the name may need to be updated to accurately reflect the products or services offered.
Legal and Regulatory Compliance: Certain laws may prohibit misleading, offensive, or non-compliant names. LLPs must ensure that their name adheres to all relevant legal and regulatory requirements.
