DOCUMENTS REQUIRED

The following documents are required for making an application in Web based form RUN-LLP, LLP Form-3 and LLP Form-5.

Web Based form LLP “RUN” (Name Reservation)

• Initial LLP agreement;
• Certified True copy of LLP Resolution containing new proposed names (Maximum two);
• Certificate of Registered Trademark or NOC if any in case of proposed name Prefix are based on a registered Trade Mark or is a subject matter of an application pending for registration under the Trade Mark Act, 1999;
• NOC from Existing Company/LLP if any Similar name based;
• You may check the availability of the name at the online portal of MCA

LLP Form-5 (Notice for change of name)

• Consent letter of the Partners to apply for new name in Form No-9;
• Copy of name approval letter;
• Copy of the name change approval order issued by the concerned department or concerned authorities like RBI, IRDA, etc as applicable subject to the category of the LLP;
• List of Designated Partners or partners on date (optional);
• Copy of the minutes of decision/ resolution/ consent of partners (Mandatory if change in name is with consent of partners)
• The extracts of the relevant provision of the Limited Liability Partnership Agreement, if any (Mandatory if change is name is based on the procedure laid down in the LLP agreement)
• If change is due to a direction received from the Central Government/ Registrar, then a copy of such direction is mandatory to be attached
• Any other documents as may be required.

LLP Form-3 (Filing of Supplementary LLP Agreement)

• Certified true copy of the Supplementary Agreement executed for name change;
• The extracts of the relevant provision of the Limited Liability Partnership Agreement, if any (Mandatory if change is name is based on the procedure laid down in the LLP agreement)
• Any other documents as may be required.

A foreign LLP can change its information by filing Form 28 and Form 29.

Form 28 is required when there is -

• Alteration in the incorporation document, or other instrument constituting or defining the constitution of a limited liability partnership incorporated or registered outside India
• Alteration in the registered or principal office of a limited liability partnership incorporated or registered outside India
• Alteration in the partner or designated partner if any of a limited liability partnership incorporated or registered outside India

Similarly, Form 29 is required to give notice in case of -

• (A) Alteration in the certificate of incorporation or registration of limited liability partnership incorporated or registered outside India
• (B) Alteration in the name or address of any of the persons authorized to accept service on behalf of a foreign limited liability partnership in India
• (C) Alteration in the principal place of business of foreign limited liability partnership in India
• (D) Cessation to have place of business in India.

Legal Proedures

A. If procedure is provided in the limited liability partnership agreement:

The limited liability partnership may change its name by following the procedure as laid down in the limited liability partnership agreement.

B. If procedure is not provided in the limited liability partnership agreement:

Where the limited liability partnership agreement does not provide such procedure, consent of all partners shall be required for changing the name of the limited liability partnership.

Below are the Process

• Hold meeting and Secure consent from partners for change of name of the LLP and for ascertaining the availability of proposed name of the LLP
• Make a name application to the MCA and secure the approval in LLP RUN Web Form;
• Notice of change of name shall be given to the Registrar in Form 5, within 30 days of complying with the above, along with a fee;
• Form 3 shall be filed with the Registrar for the change in the LLP Agreement with regard to new name within 30 days along with fees;
• The Registrar on being satisfied that the changed name is the one as reserved by him shall issue a fresh Certificate of Incorporation (Name Change Certificate) in the new name and the changed name shall be effective from the date of such certificate.

APPLICABLE SECTIONS AND RULE

• As per Rule 20, procedure given below for change in name of a LLP shall be followed;
• Suo moto (Section 16)
• Directions from Central Government (Section 17)
• Directions to Registrar (Section 18)

One Should know the important factors in regard to LLP Name change -

• Name guidelines are similar to Companies;
• Name only can be reserved through RUN-LLP;
• After the partners get the new certificate of registration, a supplementary agreement needs to be laid out;
• The mutual rights and duties of the partners of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its partners, shall be governed by the limited liability partnership agreement between the partners, or between the limited liability partnership and its partners under section 23 of LLP Act 2008;
• The name of LLP should not be one prohibited under Emblems and Names (Prevention of Improper Use) Act, 1950. The proposed name is not generally reserved in case it includes the words as provided in Section 15(2) of the Act read with Rule 18(2).
• In case change in name of LLP is due to change in business of LLP; Form 3 for change in business of LLP should be filed before filing eForm LLP-Form 5.

EFFECT ON LLP NAME CHANGE

Change of name does not affect:

• The change of an LLP name does not affect any rights or obligations of the LLP
• Any legal proceedings continued or commenced by or against the LLP pending in its old name will be continued in its new name.
• Changing the name does not affect the constitution and entity of the LLP and therefore the change of name does not bring into existence a new LLP.
• A decree obtained by a LLP in its former name can be executed by it in the new name after it has obtained a certificate for the altered name.

MAJOR IMPACT AFTER NAME CHANGE:

• As per Section 21 of the Act, every limited liability partnership shall ensure that its invoices, official correspondence and publications bear the following:
  • (a) the name, address of its registered office and registration number of the limited liability partnership; and
  • (b) a statement that it is registered with limited liability.
• Make application to Income Tax Department for Arranging New Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) and GST Department if LLP have GST No.;
• Make necessary changes with the Basic Utility Service providers like Electricity providers, Telephone Internet connections in the name of the LLP etc.
• Inform Bank where LLP Current Account opened and other authorities like, Excise Authorities and PF & ESI officials etc.

FEATURES & BENEFITS

Business model as well as Goodwill as a “Brand”

There are n numbers of reasons for which LLP names get lost in the sea of competition or bad goodwill even some times names are too generic, others are too trendy. So it is always better to “CHANGE LLP NAME”. Change is inevitable, but are we always forced to change because we live in a highly-connected, fast-paced global environment Right? We CCL think change for the sake of change has nothing to do with true innovation and fostering creativity or acquiring new Faith in the business model and learning the necessary new skills to stay competitive in Indian Business scenario.

For big or small businesses any change in brand identity such as image, logo, slogan, has an impact on the brand image and how the customers perceive the products or services. In most cases, loyal brand lovers hate change so before implementing any change, you need to ask-What additional value do New name bring to our clients, employees and other stakeholders.

Amazon founder Jeff Bezos almost fell under a similar spell of faddish naming conventions. One of the early names he considered was Relentless (relentless.com still redirects to Amazon.com today)

• Excellent corporates don’t believe in excellence, only in constant improvement and constant change in their brand;
• there’s no doubt that technology has played a huge role in changes in today’s corporate world and this change plays a vital role in increasing the people’s attention;
• Progress is impossible without change. And those who cannot change their minds, cannot change anything;
• When we change, we adapt and move forward, when we don’t, we move backward.
• When Business not running at per think “Change is a harbinger of possibilities”

You’re facing an unforeseen public relations disaster

Some Insight

Can a Limited Liability Partnership use the word ‘National’ or ‘Bank’ or ‘Stock Exchange’ or ‘Exchange’ in its names?

Circular No. 2/2014, dated 11th February, 2014, clarified that no Limited Liability Partnership should be allowed to be registered with the word ‘National’ as part of its title unless it is a government company and the Central / State Government(s) has a stake in it.

Similarly, the word ‘Bank’ may be allowed in the name of an entity only when such entity produces a ‘No Objection Certificate’ from the RBI in this regard. By the same analogy, the word ‘Stock Exchange’ or ‘Exchange’ should be allowed in name of company only where ‘No Objection Certificate’ from SEBI in this regard is produced by the promoters.

Also, one may refer Rule 18(2) in this regard.

How can limited liability partnership proceed in case its name is used by another limited liability partnership?

As Section 17, 18 and 19 of the Act read with Rule 19, a limited liability partnership or a body corporate or any other entity which already has a name which is similar to or which too nearly resembles the name of a limited liability partnership incorporated subsequently, may apply to the Registrar in Form 23 along with fee as mentioned in Annexure ‘A’ of the Rules, to give a direction to that limited liability partnership incorporated subsequently to change its name.

The application shall state –

• the LLPIN of limited liability partnership, or the CIN of the company or the registration number of the other entity as the case may be;
• the name with which the limited liability partnership or the company or any other entity was incorporated or registered;
• the grounds of objection to the name of the limited liability partnership incorporated subsequently.

The application shall be verified by the person making it.

The person making the application shall attach –

• the authority under which he is making such an application;
• a copy of the incorporation certificate of the limited liability partnership or the company or the registration certificate of the entity, as the case may be.

The Registrar shall not consider any application to give a direction to a limited liability partnership on the ground unless the Registrar receives the application within twenty-four months from the date of registration of the limited liability partnership under that name.