Name Change for LLP

Name Change for LLP

After registration of Limited Liability Partnership Firm can take decision for Change LLP Name. There can be various reason for LLP name change. Procedure for change LLP name generally given in LLP agreement. In important to note that consent of partners in important. LLP need to take decision for LLP name change. Then apply for Name reservation , prepare supplementary agreement and submit to MCA. Process for LLP name is complete online by filing RUN Form , Form LLP 5 and Form LLP 3.  In This article we explained procedure about LLP Name Change Steps and Filing Fees

name change reason

LLP Name Change Procedure

  • Decision For Change LLP Name.
  • Apply LLP Name Reservation in Form RUN.
  • Resolution For LLP name Change.
  • Notice related to Change of Name LLP Form 5.
  • Prepare Supplementary LLP Agreement.
  • File Supplementary LLP Agreement.

Common Reasons For LLP Name Change

  • Mutual Decision of Partners
  • Rebranding of LLP
  • Merger / Acquisition
  • Change in Business object
  • Direction of Central Government
  • irection of any other entity

Step  1 : Decision For Change LLP Name

  • Any Limited Liability Partnership Firm can change its name with mutual decision of partners. Some times LLP agreement have clause about Change LLP Name. However where LLP agreement is silent about name change then with consent of partners.
  • Mutual Decision of Partners ( Section 16 ).
  • On Direction of Central Government ( Section 17 ).
  • On Direction of any other Entity ( Section 18 ).

Step 2: Apply LLP Name Reservation in Form RUN

Before making application for name reservation in Form RUN. LLP should ensure that new name is unique and as per Guide Lines of LLP Act 2008. MCA had given online RUN Form ( Reserve Unique Name ). In this from LLP can submit upto 2 name. Fees applicable for this form is Rs. 1000/- and one time re submission is allowed.

  • Apply Upto 2 Name in RUN Form.
  • Pay MCA Fees of Rs. 1000/-.
  • One time resubmission allowed.
  • On Approval LLP will get Name Reservation letter.

Step 3 : Resolution For LLP name Change

  • LLP Need to file resolution for name change , in this LLP will authorize one of partner to act on half of LLP and partner in Legal Proceeding.
  • “RESOLVED THAT in Meeting of LLP as per Section 19 and other applicable provisions, if any, of the Limited Liability Partnership Act, 2008 (as amended or re-enacted from time to time) decision of Change LLP name is taken. Change LLP Name Form ______________________ to New Name ____________________________.
  • This is agreed between the partners. 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.”

Step 4 : Notice related to Change of Name LLP Form 5

LLP Form 5 is applicable for Notice for Change of Name of LLP. After getting name reservation letter this need to be filed. LLP need to mention RUN Form SRN Number. Reason for LLP Name change to be mentioned. And procedure followed whether as per agreement / consent of partners / director on government.

 

Documents for Form 5 :

  • Copy of the minutes of decision/resolution/consent of partners.
  • The extracts of the relevant provision of the LLP Agreement if any.
  • Central Government/ Registrar order if any.
  • Other optional attachment.

Step 5 : Prepare Supplementary LLP Agreement

Once Legal documents are submitted in Form 5 , once MCA do its checking. Once approved form MCA , they will issue new certificate of incorporation that will contain LLP name after Name change. After than LLP need to prepare Supplementary LLP Agreement. This agreement will have draft about Change of LLP name  from existing to new name.

 

  • Effective date of Name change.
  • LLP Agreement with new name.
  • Date of Singing of agreement.
  • Name & Sign of Partners.
  • Name & Sign of whiteness.

Step 6 : File Supplementary LLP Agreement

Fine step for LLP name change procedure is submission of LLP agreement. Once supplementary agreement is ready it need to submitted to MCA. Form 3 is available for online filing of agreement. On filing of Form 3 , SRN challan will get generated.  

What Next After LLP Name Change

Once LLP name change in completed , LLP need to take below action points for informing to Banker , Other government departments , Clients and Vendors.

  • Apply Form New Pan in Form 49 B.
  • Make change in bank account.
  • Make change in letter heads , Cards etc.
  • Update GST Certificate if any.
  • Update other registration Like PF , ESIC , PT Etc.
  • Amend Vendor agreement.
  • Amend agreement with clients.

Points to be Remembered while LLP Name Change 

  1. Avoid choosing new name identical to existing LLP.
  2. Avoid general names.
  3. Avoid using name of State / Country.
  4. Avoid word ‘sahakari’ or ‘co-operative’.
  5. Using names of other than directors.

Address Change for LLP

SECTION 13 LLP Act, 2008 read with RULE 17 of LLP Rules, 2009

  • As per section 13(3) of Limited Liability Partnership Act, 2008, a Limited Liability Partnership may change the place of its registered office and file the notice of such change with the registrar in such form and manner and subject to such conditions as may be prescribed and any such change shall take effect only upon such filing.
  • The Limited Liability Partnership (LLP) may change its registered office from one place to another of following the procedure provided in its LLP agreement. Where the LLP agreement does not provide for such procedure, then, consent of all partners shall be required for shifting of the place of registered office of LLP to another place.

Documents required for Address Change of LLP –

Proof of changed address of registered office

  1. If owned, Latest Electricity Bill / Property documents.
  2. If rented/hired, Rent/Lease Agreement alongwith latest Electricity Bill or Utility Bill.
  3. If Consent, NOC alongwith latest Electricity Bill or Utility Bill.
  • Copy of the minutes of decision/resolution/consent
    of partners.
  • Copies of public notice, if applicable.
  • Consent of secured creditors, if applicable.
  • The extracts of the relevant provision of the Limited
    Liability Partnership Agreement, if any.