What is the Procedure of name change in LLP?

Introduction

The crucial part of the Limited Liability Partnership (LLP) is the name of a business. The name of a business appears everywhere like on documents, pamphlets, banners, letterheads, and more, and it also represents the face of the company. Sometimes, there is a need to change the name by LLP with the agreement of the partners or under the direction of the Central Government, or for other reasons.

However, the procedure of changing the name of LLP requires approval from the ROC and follows the rules and regulations of the LLP Act 2008. In this article, we will also explain how we can change the name of LLP in simpler terms. LLPs can navigate the name modification process confidently by understanding the steps and requirements while maintaining their brand identity.

What is section 19 of LLP Agreement?

It is essential to understand the process outlined in section 19 of the LLP Act, 2008, if you are considering changing the name of your LLP. This section, act, and agreement filed with the Ministry of Corporate Affairs govern the procedures for changing the name.

Reviewing the LLP agreement is crucial before initiating the name change process. By doing this, it will ensure that you are aware of any procedures or mentions regarding the alteration of the LLP name. In most cases, the standard LLP agreements don't impose any kind of restrictions on changing the name of the LLP and also grant you the flexibility to proceed.

Documents Required to Change LLP Name

There are certain documents required in the process of changing the name of the LLP. They are as follows:

1. RUN LLP Form: RUN LLP Form stands for Reserve Unique Name for Limited Liability Partnership Form. It is used for reserving the unique name for the LLP during the registration process. It includes details such as company name, type, proposed activities, and other related information.
2. Form-3: It is a form that a company insider must file. It includes details which disclose the holdings of directors, officers, and beneficial owners of registered companies and becomes public records.
3. Form-5: Form-5 is a type of webform. It aims to simplify the process of filing an application by an existing LLP for change of name to Registrar of Companies (ROC) by the user. Form 5 is still in continuation and Form 4 is used to change the Designated Partners and Partners Details.
4. Consent Letter from Partners: A Consent form is required in order to change the name of an LLP. It is a letter from the partners of the LLP providing their consent for the name change.
5. Supplementary Agreement: In some cases, an additional agreement may be required to document the name change officially.
6. NOC from Trademark Owner (If applicable): A copy of the trademark certificate should be provided if the LLP name is registered under the Trademark Act. It also helps in avoiding delays in the approval process.

Procedure for Change of name in LLP

To change an LLP name, it is required to take consent from all the partners. It is a complex process and includes several steps. The steps to change the name of an LLP are as follows:

In order to change the name of the LLP, partners' consent as per the agreement is to be taken. It is required that all the members must agree with that name. To get the confirmation of all partners, a form is signed. A partner’s consent form must be signed by all the partners with the details including the new name of the LLP.

Once the consent form is signed by all the partners, a designated partner is selected at the same time with the consent of all the partners. It is important to authorize a designated partner to perform all the requirements such as filing deeds, submitting the documents, return, form to the ROC and other relevant authorities.

The next step is conducting a name search availability. The search is crucial to ascertain whether the new name is unique and not already registered by any entity. The new name is reserved for 3 months.

Once the name is approved, the notice for the name change shall be filed to the ROC within 30 days from the date of name reservation. This form will be submitted along with the consent of partners and notice of name change and requisite fees.

The supplementary LLP agreement must be filed with the ROC within the specified timeframe, usually 30 days from its execution. This filing ensures that the new name is appropriately recorded in official records.

Once the supplementary agreement is executed, it should be submitted to the ROC in Form-3 for its approval. Once it is approved, the name change process will get completed and after that, the LLP can replace its old name with the new name.

Fee Structure to change the name of LLP

There are various forms required to file in order to change the company’s name. The government fee for various forms depends on the contribution amount that the partners made at the time of incorporation. The government fee for filling these forms is as follows:

1. RUN Form:

The fee for the RUN or LLP Form-1 is just ₹200 apart from the contribution amount the partners have made.

2. Form-3:

Contribution Amount	Normal Fee Applicable (In ₹)
Up to ₹1,00,000	500
More than ₹1 lakh up to ₹5 lakh	2,000
More than ₹5 lakh up to ₹10 lakh	4,000
More than ₹10 lakh up to ₹25 lakh	5,000
More than ₹25 lakh up to ₹1 crore	10,000
More than ₹1 crore	25,000

3. Form-5:

Contribution Amount	Normal Fee Applicable (In ₹)
Up to ₹1,00,000	50
More than ₹1 lakh up to ₹5 lakh	100
More than ₹5 lakh up to ₹10 lakh	150
More than ₹10 lakh up to ₹25 lakh	200
More than ₹25 lakh up to ₹1 crore	400
More than ₹1 crore	600

Apart from the government fee, there is a separate filing or service fee depending on the firm. It usually lies between ₹5,000 - ₹7,000. The filing fee with Bizfoc is just ₹4,999/-.

Penalty Fee Structure

Apart from the name change fee, there is an additional fee in case of delay in filing of forms. This penalty is levied depending on the size of the LLP. This category is divided into two parts: small LLPs & Other than small LLPs. The Penalty Fee structure for Form-3 & Form-5 is the same and it is as follows:

Note: The capital contribution of Rs. 25 lakh & less is considered as Small LLPs while more than Rs. 25 lakh of contribution, LLPs will be considered as large LLPs.

Reasons for changing the LLP’s Name

Once you get a better understanding of what documents and fees are required to change your LLP’s name, you should learn what is the need to change the LLP’s name. Following are the conditions under which an LLP changes its name:

1. Rebranding: A company may opt for repositioning themselves in the market, targeting new audiences, or introducing new products or services. It can help in rebranding to achieve the company's aim or vision.
2. Mergers and Acquisitions: When two companies merge together to work for one goal, they go for a name that can highlight the separate identity of both companies and their goals as well.
3. Change for Uniqueness: In some cases, there are chances that the company has a similar name to another organization which was creating confusion among their customers. A company name should be unique in every case.
4. Government Directives: Also, the government can command the LLP to change their name if it is similar to an existing company or it may seem undesirable. In all these cases, LLP must change their name immediately.
5. Change in Business Focus: If the company changes its motive or goal, in that case it is required to change the name of the company. It is important that your company’s name reflects your product.
6. Legal & Regulatory Compliances: Businesses may be required by some legal systems and jurisdictions to avoid using degrading misleading names, or names that do not comply with legislative requirements.

Why Bizfoc?

We at Bizfoc provide a seamless, hassle-free experience guided by a team of experts. Our professionals ensure that every step is completed efficiently and in full compliance with legal requirements. We guide you from checking name availability to filing the necessary forms and obtaining ROC approvals. You can focus on your business by handing over the complexities of your LLP's name change to Bizfoc.

Conclusion

Careful planning and adherence to legal procedures are required for changing the name of your LLP. If you follow the right steps, from passing the resolution to filling the necessary forms with the ROC, you can definitely ensure a smooth and efficient transition to your new LLP name. By updating all official documents and informing all stakeholders, it will help to reinforce the new identity of your business. There are some expert services that will help you and guide you through the entire process and assist you too in changing the name of your LLPs and also ensuring compliance and a hassle-free experience.

Frequently Asked Questions (FAQs)