LLP Name Change - A Complete Guide

A Limited Liability Partnership (LLP) is a legally recognized business entity under the LLP Act, 2008, where each partner's liability is limited to their investment in the business.

The name of an LLP is one of its most important identity markers. Whether due to rebranding, a change in business objectives, or regulatory requirements, an LLP name change must follow a structured legal process as per the LLP Act, 2008.

At Calzone, we provide end-to-end support for LLP name changes, ensuring seamless approvals from the Ministry of Corporate Affairs (MCA) and the Registrar of Companies (ROC).

Reasons for Changing an LLP Name

Under the LLP Act, 2008, an LLP can change its name for the following reasons:

• Voluntary Name Change by Partners

  The partners may decide to change the LLP name for reasons such as:

  • Rebranding or expansion of business.
  • Change in ownership or management.
  • Modification in the business objectives.
• Direction from the Central Government (Section 17, LLP Act, 2008)

  The Central Government may direct an LLP to change its name if:

  • The name is undesirable.
  • The name is too similar to an existing LLP or company.

  If the Central Government issues such a directive, the LLP must comply within 3 months.

Effects of Changing an LLP Name

Calzone ensures that your LLP name change is legally compliant and processed smoothly.

Documents Required for LLP Name Change

To apply for an LLP name change, the following documents are required:

• Consent of all partners (certified copy).
• Existing LLP agreement (certified copy).
• Trademark application or registration certificate (if applicable).
• Any other relevant documents deemed necessary by the LLP.

Calzone assists in preparing and submitting all required documents for a hassle-free process.

Step-by-Step Procedure to Change LLP Name

• Step 1: Check LLP Agreement Provisions
  • Verify if the LLP agreement permits a name change.
  • If not, partners must unanimously approve the amendment.
• Step 2: Obtain Consent from Partners
  • Pass a resolution in a board meeting, confirming the decision.
  • Ensure all partners agree to the name change.
• Step 3: Check Name Availability on MCA Portal
  • Conduct a name availability check on the MCA website.
  • Ensure the proposed name is not identical to an existing LLP or trademark.
• Step 4: Apply for Name Approval (RUN-LLP Form)
  • File an application through RUN-LLP (Reserve Unique Name-LLP) with MCA.
  • Provide at least two preferred name options.
  • The ROC will approve or reject the name within 7-10 working days.
• Step 5: File Form 5 for Name Change
  • Once MCA approves the new LLP name, file Form 5 within 30 days to officially notify the ROC.
  • Attach the resolution approving the name change.
• Step 6: Approval or Rejection by ROC
  • The ROC reviews the application and may request clarifications.
  • If approved, a fresh Certificate of Incorporation is issued.
• Step 7: Amend LLP Agreement (Supplementary Agreement)
  • After receiving the new Certificate of Incorporation, draft a supplementary LLP agreement.
  • File Form 3 within 30 days to update the LLP agreement with MCA.

Calzone ensures your LLP name change is approved without unnecessary delays.

LLP Name Availability Guidelines

While selecting a new LLP name, partners must comply with MCA naming guidelines:

• The name should not be identical or resemble an already registered LLP or company.
• The name should not infringe on an existing registered trademark.
• It should not be misleading, undesirable, or offensive.
• If a name suggests a government or financial association, prior approval is required.
• Words like "Finance," "Chit Fund," "Investment," or "Securities" cannot be used unless relevant to the LLP's business.

Calzone helps verify and secure MCA name approval, ensuring a smooth transition.

Supplementary LLP Agreement - Updating After Name Change

Once the LLP name is changed, its LLP agreement must be updated to reflect the new name.

• A supplementary LLP agreement must be drafted and filed with Form 3.
• It must be submitted within 30 days of receiving the new Certificate of Incorporation.

Calzone ensures your LLP agreement is correctly updated and filed with the MCA.

Penalties for Non-Compliance in LLP Name Change

If an LLP fails to comply with the Central Government's directive for a name change, penalties apply:

• For LLP: Fine between ₹10,000 to ₹5 lakh.
• For Designated Partners: Fine between ₹10,000 to ₹1 lakh per partner.

Avoid penalties! Let Calzone handle your LLP name change before deadlines.

Why Choose Calzone for Your LLP Name Change?

• End-to-End Legal Support - From name availability checks to final approval.
• Hassle-Free Documentation - Complete RUN-LLP, Form 5, and Form 3 filings.
• Expert Compliance Assistance - Ensuring smooth MCA & ROC approvals.
• Affordable & Transparent Pricing - No hidden costs, just fast and efficient service.