How to Change the Name of Your LLP in India?

How to Change the Name of Your LLP in India?. A change in the name of a Limited Liability Partnership (LLP) refers to the statutory process by which an LLP alters its registered name in the records of the Ministry of Corporate Affairs (MCA) without affecting its legal existence or continuity. The LLP retains its corporate identity, and only the nomenclature under which it operates is modified. Such a change may be undertaken voluntarily by the partners for purposes such as corporate restructuring, rebranding, expansion of business scope, or alignment with a new line of business or it may be directed by the Registrar of Companies (ROC) in cases where the name is found to be identical with or too closely resembling the name of an existing entity, as per the provisions of the LLP Act, 2008 and the Limited Liability Partnership Rules, 2009.  Upon successful approval of the new name by the Registrar, the LLP is required to amend its LLP Agreement and ensure that all statutory records, registrations (such as PAN, TAN, GST), bank accounts, and communications reflect the updated name, in compliance with applicable regulatory requirements.
Legal provisions for LLP name change Under LLP, act 2008
The process of changing the name of a Limited Liability Partnership (LLP) is governed by the Limited Liability Partnership Act, 2008, read with the Limited Liability Partnership Rules, 2009. The statutory authority for such change is primarily derived from Section 19 of the LLP Act, 2008, which provides that an LLP may change its name at any time by following the procedure prescribed under the applicable rules.  In terms of Rule 20 of the LLP Rules, 2009, an LLP desirous of changing its name must first obtain approval of the proposed name through the RUN-LLP (Reserve Unique Name–LLP) service available on the MCA portal. Upon name approval, the LLP is required to file Form LLP-5 (Notice for Change of Name) with the Registrar of Companies within the prescribed period, accompanied by the requisite documents and fees.  Further, in cases where the Registrar directs a change of name under Section 17(1)(b) on the grounds that the name is identical with or too nearly resembles that of an existing LLP, body corporate, or trademark the LLP shall be mandated to comply with such direction and apply for change of name within three months from the date of such directive. The change in name shall be effective only upon the issuance of a Fresh Certificate of Incorporation by the Registrar in the new name. From that date, the LLP must ensure that all statutory filings, disclosures, and correspondences reflect the new name to remain in compliance with applicable legal obligations.
Reasons for Changing the Name of an LLP
The decision to alter the name of the Limited liability can be either voluntarily or on the direction of the ROC while the Limited Liability partnership act does not expressly restrict the grounds for the change in name the following are the reason for the change in name of LLP-

Corporate Identity Realignment or Rebranding: An LLP might choose a new name to reflect a change in its business plan, market positioning, or company culture. This is typical throughout modernization, reorganization, and expansion initiatives.

Modifications to Business Operations: A name change might be necessary if the LLP has expanded into a new industry or modified its core objectives in order to better represent its current activities and prevent misrepresentation.

Reconstitution of mergers, acquisitions, or partnerships: It may be appropriate or contractually agreed to use a new name that reflects the unified or modified identity following mergers, acquisitions, or significant changes in the partnership's makeup.

Disputes Over Trademarks or Legal Objections: The LLP could be forced to change its name to one that does not violate any trademarks or is confusingly similar to the name of another business in order to comply with rules and prevent infringement.

Is it a matter of marketing strategy or personal choice? Additionally, an LLP may decide to change its name just because it wants to, such as in order to have a more contemporary, domain-friendly, or internationally recognized moniker that boosts brand exposure and customer recall.

Steps to be followed for the Change in Name of the LLP (Limited Liability Partnership Act, 2008)
The steps for changing the name of a Limited Liability Partnership (LLP) are outlined in the Limited Liability Partnership Act, 2008, and the LLP Rules, 2009, and are listed below in order:

A resolution for a name change is approved- In order for the proposed change in name to be authorized, the members of the LLP must hold a meeting and approve a resolution. The resolution must also grant a specified partner the authority to represent the LLP in submitting any required documentation and representations to the Registrar of Companies (ROC).

Using RUN-LLP to Reserve a Name- The authorized partner must apply to reserve the new name using the RUN-LLP (Reserve Unique Name–LLP) facility, which is accessible via the MCA site. The name must be distinctive and not break Rule 18 of the LLP Regulations, 2009, which forbids using names that are identical or undesirable. From the date of approval, the name approval is good for three months.

Filing of Form LLP-5 (Notice for Change of Name) The LLP must submit Form LLP-5 within the specified timeframe, together with the ROC's approval of the name, as follows: The letter granting name approval, The resolution approved by the partners, The mandatory taxes imposed by the government. A designated partner must digitally sign Form LLP-5, and a practicing professional (CA/CS/CMA) must certify it.

Issuance of a New Certificate of Incorporation When the Registrar is happy with the application and supporting materials, a Fresh Certificate of Incorporation will be issued in the LLP's new name. This certificate indicates the effective date of the new name and provides compelling evidence of the modification.

Change to the LLP Agreement The LLP is obligated to change its LLP Agreement to reflect the new name and submit Form LLP-3 for any such modification to the ROC after the name change. This guarantees that the updated nomenclature is consistent with all internal governance papers.

Statutory and Regulatory Registrations Update The name change must be communicated to and kept up to date with all parties and stakeholders, including: With the Income Tax Department, PAN and TAN GST registration bank accounts statutory registrations, licenses, and contracts letterheads, signs, websites, and communication materials.

Documents required for Change in Name of LLP

Approval from Partners: Written consent from every partner agreeing to the suggested name change.

Resolution Accepted by Partners: A certified duplicate of the decision that approved the name change and any associated applications.

A certificate of trademark registration: if applicable Include the trademark certificate if the suggested name is a registered trademark.

No Objection Certificate (NOC) from Trademark Holder: Necessary if the trademark belongs to someone else.

The revised LLP Agreement should be written: An updated LLP agreement that incorporates the new name and will be submitted using Form LLP-3.

Notification of a Change in Name: Official announcement, whether internal or external, indicating the LLP's intention to change its name.

Letter of Approval for the New Name (RUN-LLP): Through the RUN-LLP service, a copy of the MCA's confirmation of name approval was obtained.

Duplicate of Current LLP Agreement: During amendment, for verification and reference.

Additional Agreement (if applicable): If the LLP chooses to use an addendum in place of a complete agreement replacement. Documents from the authorized signatory – Digital Signature Certificate (DSC) of specified partner, address proof, and PAN – CA/CS/CMA must provide professional attestation in accordance with MCA criteria.

Important Forms Involved in LLP Name Change
Reserve Unique Name: LLP (RUN – LLP) 
This is the initial document used to reserve the new name of the LLP. The "RUN-LLP" service on the MCA website is used to file it online. In accordance with the naming rules set forth under Rule 18 of the LLP Rules, 2009, the name must not be identical or similar to any current names or trademarks. Objective: To submit a proposal for the new name of the LLP for approval.
Validity: The accepted name is protected for three months.
LLP Form 5 (Notice for Change of Name) 
After the suggested name is approved by RUN-LLP, the LLP must submit Form LLP-5 to the Registrar of Companies (ROC) in order to formally notify the change. Intent: To inform the ROC of the accepted change in name Name approval letter, partner resolution, and consent papers are included as attachments.
Timeline: Must be submitted within three months of name approval.
Information about the LLP Agreement in the LLP Form 3 The LLP must submit Form LLP-3 to report the modifications and update its LLP Agreement to reflect the new name after the Fresh Certificate of Incorporation is published.
Objective: To update the ROC with the changes to the LLP Agreement Addendum: Supplementary deed or updated LLP agreement
Timeline: Within 30 days of the revised agreement's execution.
Government Fees and Processing Time
Payment of statutory fees in accordance with the Limited Liability Partnership Rules, 2009, is a part of the procedure for changing the name of a Limited Liability Partnership (LLP). According to the current fee schedule published by the Ministry of Corporate Affairs (MCA), the relevant government fees are mostly determined by the kind of filing and the contribution (capital) made by the LLP.
1. Name Reservation (RUN-LLP Application) 
Goal: Before submitting Form LLP-5, to register the LLP's new name.
The average processing time is one to two business days, depending on the Registrar's approval.
2. Create LLP-5 (Notice of Name Change) 
Fees for filing (based on LLP contribution):
Up to Rs.1 lakh in donations: Rs.150
Rs.300 for contributions between Rs.100,000 and Rs.500,000.
Rs.400 for a contribution of between Rs.5 and Rs.10 lakh
Donations over Rs.10 lakh: Rs.600
Processing Time: About 3–7 business days, depending on the Registrar's examination.
3. Form LLP-3: Submission of Revised LLP Agreement 
The filing fee varies depending on the LLP's contribution, as previously stated.
Processing time may vary from two to five business days on average, depending on the Registrar's workload and the thoroughness of the documentation.
Common Mistakes to Avoid While Changing LLP Name
The LLP Act, 2008, and associated regulations set out stringent regulatory and legislative requirements for renaming a Limited Liability Partnership (LLP). Failure to follow these guidelines may lead to delays, rejection of applications, or penalties. During the name change procedure, LLPs should avoid the following frequent mistakes:

Selecting a name that is either not compliant or very similar- One of the main reasons the Registrar of Companies (ROC) rejects a name is if it is the same as or very similar to an existing LLP, corporation, or registered trademark. The suggested name must adhere to the naming restrictions specified in Rule 18 of the LLP Rules, 2009.

Failing to Get Partner Agreement: Continuing with the application without the approval of a resolution that has been properly passed or the permission of all the current partners is a procedural mistake that could invalidate the application.

Delayed Filing Following Name Approval: The name reservation obtained through RUN-LLP may expire if Form LLP-5 is not submitted within three months of the name approval, necessitating a new application.

Inaccurate or Missing Information: An application may be rejected outright or need to be resubmitted if it includes an obsolete LLP agreement, lacks necessary attachments, or submits an unsigned resolution.

Professional Assistance for LLP Name Change
The procedure for changing the name of your LLP includes submitting legal paperwork, providing documentation, and adhering to all MCA regulations. We offer comprehensive assistance at Compliance Calendar LLP, including name approval, form submission, and LLP Agreement updates.

Apply for name reservation and RUN-LLP registration.

Preparing legislation and legal papers

submitting LLP-5 and LLP-3 to the ROC

Compliance following changes (PAN, GST, bank, etc.) Allow our specialists to take care of the paperwork while you concentrate on your company.

For a hassle-free LLP name change service, get in touch with us right away!
Email us on info@ccoffice.in
Contact us on 9988424211
FAQ’s
Q1. Can an LLP change its name after incorporation? 
Ans. Yes, an LLP can change its registered name anytime after incorporation by following the procedure laid down under the LLP Act, 2008 and filing the necessary forms with the Registrar of Companies (ROC). 
Q2. Which form is used to apply for name change of an LLP? 
Ans. You must first apply for name reservation through RUN-LLP. Once approved, file Form LLP-5 to notify the ROC of the change, followed by Form LLP-3 to update the amended LLP Agreement. 
Q3. Is partner approval required for changing the LLP’s name? 
Ans. Yes, a resolution must be passed with the consent of all partners authorizing the name change and designating a partner to carry out the filing process. 
Q4. How much time does it take to change the name of an LLP? 
Ans. The entire process usually takes around 7 to 10 working days, subject to approval from the ROC and timely submission of documents. 
Q5. What is the government fee for changing an LLP name? 
Ans. The fee for RUN-LLP is Rs.200. LLP Form 5 and Form 3 filing fees range from Rs.150 to Rs.600 depending on the LLP’s contribution.
Q6. Is it mandatory to update the LLP Agreement after name change? 
Ans. Yes, the LLP Agreement must be amended to reflect the new name and filed with the ROC using Form LLP-3 within 30 days of execution. 
Q7. Do I need to update PAN, GST, and bank accounts after name change? 
Ans. Yes, once the name is legally changed, the LLP must update its name across all statutory registrations and bank accounts to ensure consistency and legal validity. 
Q8. Can ROC reject my LLP name change application? 
Ans. Yes, ROC can reject the application if the proposed name is undesirable, resembles another entity, or if filings are incomplete or incorrect. 
Q9. What happens if Form LLP-5 is not filed within the time limit? 
Ans. If not filed within 3 months of name approval, the name reservation will lapse, and the LLP will have to apply again. Delays may also attract additional fees. 
Q10. Can I take professional help for LLP name change? 
Ans. Absolutely. Engaging professionals like Compliance Calendar LLP ensures accuracy, timely filing, and end-to-end compliance with MCA regulations.

A change in the name of a Limited Liability Partnership (LLP) refers to the statutory process by which an LLP alters its registered name in the records of the Ministry of Corporate Affairs (MCA) without affecting its legal existence or continuity. The LLP retains its corporate identity, and only the nomenclature under which it operates is modified. Such a change may be undertaken voluntarily by the partners for purposes such as corporate restructuring, rebranding, expansion of business scope, or alignment with a new line of business or it may be directed by the Registrar of Companies (ROC) in cases where the name is found to be identical with or too closely resembling the name of an existing entity, as per the provisions of the LLP Act, 2008 and the Limited Liability Partnership Rules, 2009. Upon successful approval of the new name by the Registrar, the LLP is required to amend its LLP Agreement and ensure that all statutory records, registrations (such as PAN, TAN, GST), bank accounts, and communications reflect the updated name, in compliance with applicable regulatory requirements.

Legal provisions for LLP name change Under LLP, act 2008

The process of changing the name of a Limited Liability Partnership (LLP) is governed by the Limited Liability Partnership Act, 2008, read with the Limited Liability Partnership Rules, 2009. The statutory authority for such change is primarily derived from Section 19 of the LLP Act, 2008, which provides that an LLP may change its name at any time by following the procedure prescribed under the applicable rules. In terms of Rule 20 of the LLP Rules, 2009, an LLP desirous of changing its name must first obtain approval of the proposed name through the RUN-LLP (Reserve Unique Name–LLP) service available on the MCA portal. Upon name approval, the LLP is required to file Form LLP-5 (Notice for Change of Name) with the Registrar of Companies within the prescribed period, accompanied by the requisite documents and fees. Further, in cases where the Registrar directs a change of name under Section 17(1)(b) on the grounds that the name is identical with or too nearly resembles that of an existing LLP, body corporate, or trademark the LLP shall be mandated to comply with such direction and apply for change of name within three months from the date of such directive. The change in name shall be effective only upon the issuance of a Fresh Certificate of Incorporation by the Registrar in the new name. From that date, the LLP must ensure that all statutory filings, disclosures, and correspondences reflect the new name to remain in compliance with applicable legal obligations.

Reasons for Changing the Name of an LLP

The decision to alter the name of the Limited liability can be either voluntarily or on the direction of the ROC while the Limited Liability partnership act does not expressly restrict the grounds for the change in name the following are the reason for the change in name of LLP-

Corporate Identity Realignment or Rebranding: An LLP might choose a new name to reflect a change in its business plan, market positioning, or company culture. This is typical throughout modernization, reorganization, and expansion initiatives.
Modifications to Business Operations:
A name change might be necessary if the LLP has expanded into a new industry or modified its core objectives in order to better represent its current activities and prevent misrepresentation.
Reconstitution of mergers, acquisitions, or partnerships: It may be appropriate or contractually agreed to use a new name that reflects the unified or modified identity following mergers, acquisitions, or significant changes in the partnership's makeup.
Disputes Over Trademarks or Legal Objections: The LLP could be forced to change its name to one that does not violate any trademarks or is confusingly similar to the name of another business in order to comply with rules and prevent infringement.
Is it a matter of marketing strategy or personal choice? Additionally, an LLP may decide to change its name just because it wants to, such as in order to have a more contemporary, domain-friendly, or internationally recognized moniker that boosts brand exposure and customer recall.

Steps to be followed for the Change in Name of the LLP (Limited Liability Partnership Act, 2008)

The steps for changing the name of a Limited Liability Partnership (LLP) are outlined in the Limited Liability Partnership Act, 2008, and the LLP Rules, 2009, and are listed below in order:

A resolution for a name change is approved- In order for the proposed change in name to be authorized, the members of the LLP must hold a meeting and approve a resolution. The resolution must also grant a specified partner the authority to represent the LLP in submitting any required documentation and representations to the Registrar of Companies (ROC).
Using RUN-LLP to Reserve a Name- The authorized partner must apply to reserve the new name using the RUN-LLP (Reserve Unique Name–LLP) facility, which is accessible via the MCA site. The name must be distinctive and not break Rule 18 of the LLP Regulations, 2009, which forbids using names that are identical or undesirable. From the date of approval, the name approval is good for three months.
Filing of Form LLP-5 (Notice for Change of Name) The LLP must submit Form LLP-5 within the specified timeframe, together with the ROC's approval of the name, as follows: The letter granting name approval, The resolution approved by the partners, The mandatory taxes imposed by the government. A designated partner must digitally sign Form LLP-5, and a practicing professional (CA/CS/CMA) must certify it.
Issuance of a New Certificate of Incorporation When the Registrar is happy with the application and supporting materials, a Fresh Certificate of Incorporation will be issued in the LLP's new name. This certificate indicates the effective date of the new name and provides compelling evidence of the modification.
Change to the LLP Agreement The LLP is obligated to change its LLP Agreement to reflect the new name and submit Form LLP-3 for any such modification to the ROC after the name change. This guarantees that the updated nomenclature is consistent with all internal governance papers.
Statutory and Regulatory Registrations Update The name change must be communicated to and kept up to date with all parties and stakeholders, including: With the Income Tax Department, PAN and TAN GST registration bank accounts statutory registrations, licenses, and contracts letterheads, signs, websites, and communication materials.

Documents required for Change in Name of LLP

Approval from Partners: Written consent from every partner agreeing to the suggested name change.
Resolution Accepted by Partners: A certified duplicate of the decision that approved the name change and any associated applications.
A certificate of trademark registration: if applicable Include the trademark certificate if the suggested name is a registered trademark.
No Objection Certificate (NOC) from Trademark Holder: Necessary if the trademark belongs to someone else.
The revised LLP Agreement should be written: An updated LLP agreement that incorporates the new name and will be submitted using Form LLP-3.
Notification of a Change in Name: Official announcement, whether internal or external, indicating the LLP's intention to change its name.
Letter of Approval for the New Name (RUN-LLP): Through the RUN-LLP service, a copy of the MCA's confirmation of name approval was obtained.
Duplicate of Current LLP Agreement: During amendment, for verification and reference.
Additional Agreement (if applicable): If the LLP chooses to use an addendum in place of a complete agreement replacement. Documents from the authorized signatory – Digital Signature Certificate (DSC) of specified partner, address proof, and PAN – CA/CS/CMA must provide professional attestation in accordance with MCA criteria.

Important Forms Involved in LLP Name Change

Reserve Unique Name: LLP (RUN – LLP)

This is the initial document used to reserve the new name of the LLP. The "RUN-LLP" service on the MCA website is used to file it online. In accordance with the naming rules set forth under Rule 18 of the LLP Rules, 2009, the name must not be identical or similar to any current names or trademarks. Objective: To submit a proposal for the new name of the LLP for approval.

Validity: The accepted name is protected for three months.

LLP Form 5 (Notice for Change of Name)

After the suggested name is approved by RUN-LLP, the LLP must submit Form LLP-5 to the Registrar of Companies (ROC) in order to formally notify the change. Intent: To inform the ROC of the accepted change in name Name approval letter, partner resolution, and consent papers are included as attachments.

Timeline: Must be submitted within three months of name approval.

Information about the LLP Agreement in the LLP Form 3 The LLP must submit Form LLP-3 to report the modifications and update its LLP Agreement to reflect the new name after the Fresh Certificate of Incorporation is published.

Objective: To update the ROC with the changes to the LLP Agreement Addendum: Supplementary deed or updated LLP agreement

Timeline: Within 30 days of the revised agreement's execution.

Government Fees and Processing Time

Payment of statutory fees in accordance with the Limited Liability Partnership Rules, 2009, is a part of the procedure for changing the name of a Limited Liability Partnership (LLP). According to the current fee schedule published by the Ministry of Corporate Affairs (MCA), the relevant government fees are mostly determined by the kind of filing and the contribution (capital) made by the LLP.

1. Name Reservation (RUN-LLP Application)

Goal: Before submitting Form LLP-5, to register the LLP's new name.

The average processing time is one to two business days, depending on the Registrar's approval.

2. Create LLP-5 (Notice of Name Change)

Fees for filing (based on LLP contribution):

Up to Rs.1 lakh in donations: Rs.150

Rs.300 for contributions between Rs.100,000 and Rs.500,000.

Rs.400 for a contribution of between Rs.5 and Rs.10 lakh

Donations over Rs.10 lakh: Rs.600

Processing Time: About 3–7 business days, depending on the Registrar's examination.

3. Form LLP-3: Submission of Revised LLP Agreement

The filing fee varies depending on the LLP's contribution, as previously stated.

Processing time may vary from two to five business days on average, depending on the Registrar's workload and the thoroughness of the documentation.

Common Mistakes to Avoid While Changing LLP Name

The LLP Act, 2008, and associated regulations set out stringent regulatory and legislative requirements for renaming a Limited Liability Partnership (LLP). Failure to follow these guidelines may lead to delays, rejection of applications, or penalties. During the name change procedure, LLPs should avoid the following frequent mistakes:

Selecting a name that is either not compliant or very similar- One of the main reasons the Registrar of Companies (ROC) rejects a name is if it is the same as or very similar to an existing LLP, corporation, or registered trademark. The suggested name must adhere to the naming restrictions specified in Rule 18 of the LLP Rules, 2009.
Failing to Get Partner Agreement: Continuing with the application without the approval of a resolution that has been properly passed or the permission of all the current partners is a procedural mistake that could invalidate the application.
Delayed Filing Following Name Approval: The name reservation obtained through RUN-LLP may expire if Form LLP-5 is not submitted within three months of the name approval, necessitating a new application.

Inaccurate or Missing Information: An application may be rejected outright or need to be resubmitted if it includes an obsolete LLP agreement, lacks necessary attachments, or submits an unsigned resolution.

Professional Assistance for LLP Name Change

The procedure for changing the name of your LLP includes submitting legal paperwork, providing documentation, and adhering to all MCA regulations. We offer comprehensive assistance at Compliance Calendar LLP, including name approval, form submission, and LLP Agreement updates.

Apply for name reservation and RUN-LLP registration.
Preparing legislation and legal papers
submitting LLP-5 and LLP-3 to the ROC
Compliance following changes (PAN, GST, bank, etc.) Allow our specialists to take care of the paperwork while you concentrate on your company.

For a hassle-free LLP name change service, get in touch with us right away!

Email us on info@ccoffice.in

FAQ’s

Q1. Can an LLP change its name after incorporation?

Ans. Yes, an LLP can change its registered name anytime after incorporation by following the procedure laid down under the LLP Act, 2008 and filing the necessary forms with the Registrar of Companies (ROC).

Q2. Which form is used to apply for name change of an LLP?

Ans. You must first apply for name reservation through RUN-LLP. Once approved, file Form LLP-5 to notify the ROC of the change, followed by Form LLP-3 to update the amended LLP Agreement.

Q3. Is partner approval required for changing the LLP’s name?

Ans. Yes, a resolution must be passed with the consent of all partners authorizing the name change and designating a partner to carry out the filing process.

Q4. How much time does it take to change the name of an LLP?

Ans. The entire process usually takes around 7 to 10 working days, subject to approval from the ROC and timely submission of documents.

Q5. What is the government fee for changing an LLP name?

Ans. The fee for RUN-LLP is Rs.200. LLP Form 5 and Form 3 filing fees range from Rs.150 to Rs.600 depending on the LLP’s contribution.

Q6. Is it mandatory to update the LLP Agreement after name change?

Ans. Yes, the LLP Agreement must be amended to reflect the new name and filed with the ROC using Form LLP-3 within 30 days of execution.

Q7. Do I need to update PAN, GST, and bank accounts after name change?

Ans. Yes, once the name is legally changed, the LLP must update its name across all statutory registrations and bank accounts to ensure consistency and legal validity.

Q8. Can ROC reject my LLP name change application?

Ans. Yes, ROC can reject the application if the proposed name is undesirable, resembles another entity, or if filings are incomplete or incorrect.

Q9. What happens if Form LLP-5 is not filed within the time limit?

Ans. If not filed within 3 months of name approval, the name reservation will lapse, and the LLP will have to apply again. Delays may also attract additional fees.

Q10. Can I take professional help for LLP name change?

Ans. Absolutely. Engaging professionals like Compliance Calendar LLP ensures accuracy, timely filing, and end-to-end compliance with MCA regulations.