The Limited Liability Partnership Act, 2008 was published on January 9, 2009, in the official Gazette of India and was notified on March 31, 2009. In the first week of April 2009, the first Limited Liability Partnership was established in India. LLP is an organisation which enumerates the elements of both a Partnership as well as a Company.
What is LLP?
LLP comes with an advantage of the limited partnership which is similar to that of a company. It overcomes the drawbacks of the traditional partnership to a great extent. The relationship of the principal and the agent which is the main ingredient of a partnership firm is relaxed in the LLP. In a LLP, the principle of agency is not followed, and none of the partners are liable for each other’s acts. The partners are the agents of a LLP only and not of each other. It has the advantages of a partnership firm as it enjoys the benefits of informality and tax advantages.
Procedure for changing name of LLP:
A Limited Liability Partnership (LLP) may require to change its name due to various business reasons or on the directions of the Central Government. Central Government may ask you to change your LLP name, if the name of the LLP is deemed to be undesirable or identical with or too resembling the name of an existing LLP. In such case LLP must comply with the direction of the Central Government.
Whatever may be the reason, you need to follow below procedure to change the name of the LLP.
The procedure for change of name of limited liability partnership is governed by limited liability partnership agreement and the provisions of Section 19 of Limited Liability Partnership Act, 2008.
Following are the procedure for the change of the name of an existing LLP:
- Check your LLP agreement to know in any procedure for change of name has been specified. In case there is no clause in the Limited Liability Partnership agreement relating to change in the name the same can be made with the consent of all the partners of limited liability partnership.
- After getting consent of all the partners, authorised partners is required to file LLP name application “Form-1” with MCA. Maximum 6 names can be mentioned in the order of priority.
Attachments to Form-1:
- Certified copy of the consent of the all the partners.
- Trademark registration or application certificate copy, if available.
- Copy of the existing LLP agreement.
- 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.
- After receiving the notice of approval, the applicant will then have to intimate the Registrar regarding change of name in Form-5 along with following attachments within 30 days of getting approval.
- Consent of partners
- Notice of change of name.
- The Registrar after satisfying himself that the name is changed as per the prescribed procedure, shall issue a fresh certificate of incorporation in the new name. The new name will be effective from the date mentioned in the certificate.
- After getting certificate of incorporation, the LLP will have to execute a supplemental agreement for the change in the name of LLP Agreement.
- In the last step, LLP is required to intimate to the Registrar for changes made in the LLP Agreement through the supplemental agreement in Form 3.
It is not always necessary that the LLP will continue in the same name. It may change its name whenever it requires and deems fit. The name of the LLP may be changed voluntarily or mandatorily.
Ideally, the manner in which the name of the LLP should be changed should be mentioned in the LLP Agreement itself. However, if nothing is mentioned about the procedure then the procedure as laid down in Section 19 of the Limited Liability Partnership Act, 2008 must be followed.