Procedure for Change of Name of LLP in India: Section 19

Why a Firm May Need to Change the Name of an LLP?

A change of name of an LLP refers to the process when partners replace the existing registered name of a Limited Liability Partnership with a new approved name through the Registrar of Companies. Partners must follow the procedure for the change of name under the LLP Act, 2008, to ensure full legal compliance. 

What’s crucial to know is that the LLP does not lose its legal identity or LLPIN upon a name change. The rights and duties of LLP partners, along with all liabilities, contracts, and ongoing legal proceedings, continue unchanged under the new name. The name initially chosen during LLP Registration can therefore be updated without affecting the LLP’s legal existence.

LLPs change their names for several practical and strategic reasons: 

• To align with a new business direction or expanded service portfolio.
• Resolving a name conflict with another LLP, company, or registered trademark.
• Complying with a direction from the Central Government or Registrar.
• Incorporating new partners’ names or reflecting a change in the firm’s nature.
• Correcting an inadvertent registration error in the original name.

Pre-Requisites Before Starting the LLP Name Change Process

Before filing any form on the MCA portal for LLP name change, partners must complete the following preparatory steps:

1. Review the LLP Agreement

Partners must first review the existing LLP Agreement to determine whether it defines the process for changing the LLP name. If the agreement includes a specific clause, partners must follow that procedure exactly while initiating the name change.

If the LLP Agreement does not mention any process, all partners must give their consent before proceeding further. This step ensures that the name change request remains valid and properly authorized.

2. Obtain Consent of Partners for Change of Name of LLP

Partners must record the consent of all other partners for the LLP name change in writing before starting the process. The consent letter for name change must clearly confirm that all partners agree to the proposed new name.

Partners must also authorize a designated partner to complete filings related to the LLP name change process. They must pass a formal resolution for the change of name of LLP to record this decision at the partner level.

3. Check Availability of the Proposed New Name

Partners must verify the availability of the proposed name before they apply for approval through the MCA portal (mca.gov.in). The RUN-LLP service allows users to check and reserve names online as part of the process of changing an LLP name.

Section 15(2) of the LLP Act, 2008, does not allow registration of names that match or closely resemble existing entities or trademarks. Partners should also conduct a trademark search on the IP India website to reduce rejection risk during the LLP name change process.

Tip: For faster and more accurate checks, partners can use RegisterKaro’s Company Name Search tool, which helps identify unique names before filing.

What is the Procedure to Change the Name of an LLP in India?

Partners must follow a structured process to complete the LLP name change procedure without errors or delays. Each step requires specific actions, forms, and defined timelines to ensure proper legal compliance:

Step 1: Pass a Resolution for Change of Name

Partners must first approve the name change by passing a formal resolution during a meeting or through written consent. This resolution must include the name, LLP identification number, existing name, proposed new name, resolution date, and signatures of all partners.

Partners must also authorize a designated partner to complete filings on behalf of the LLP. This resolution acts as the official internal approval for the entire process and must be prepared before starting any filing.

Expected Timeline: 1 to 2 working days

Step 2: Apply for Name Reservation Using RUN-LLP

After passing the resolution, the designated partner must log into the MCA portal at mca.gov.in and access the RUN-LLP form under LLP e-Filing services. The applicant can propose up to two names in a single RUN-LLP submission.

Partners must ensure the proposed names follow Rule 18 of the LLP Rules, 2009, and must not match or closely resemble existing entities. Names must not appear offensive, misleading, or restricted without approval. Applicants must obtain and attach approval for names using regulated sector terms like banking, insurance, or professional bodies. 

If the proposed names are rejected, the MCA grants one opportunity to resubmit with two new names. The approved name is reserved for three months from the date of approval. The LLP must file Form LLP-5 within this 90-day validity period.

Expected Timeline: 2 to 3 working days for approval

Step 3: File Form LLP-5 (Notice of Change of Name)

Form LLP-5 is the LLP’s name change form, through which the LLP officially notifies the ROC of the approved name change. This form must be filed within 90 days of receiving name approval through RUN-LLP.

The SRN (Service Request Number) generated at the time of RUN-LLP approval must be quoted in Form LLP-5. The designated partner must sign the form using a valid Digital Signature Certificate (DSC) before submission on the MCA portal.

Documents to Attach with Form LLP-5

• Certified copy of the partner resolution approving the name change
• Written consent from all partners
• Copy of the approved RUN-LLP application with SRN
• No-Objection Certificate (NOC) from the trademark owner, if applicable
• Any additional documents requested by the Registrar

Expected Timeline: 5 to 7 working days for processing

Step 4: Receive the Certificate of Incorporation

The Registrar reviews Form LLP-5 and supporting documents before approving the application. After approval, the Registrar issues a new Certificate of Incorporation in Form 16 or Form 16A.

The name change becomes legally effective from the date mentioned in this certificate. The LLP must update the new name on all official records, including invoices, letterheads, websites, and statutory documents, immediately after receiving approval.

Expected Timeline: 2 to 3 working days after approval

Step 5: Execute the Supplementary LLP Agreement for Change of Name

After receiving the new Certificate of Incorporation (COI), the LLP must execute a supplementary LLP agreement to update the LLP Agreement with the new name.

The format of a supplementary LLP agreement for a change of LLP name typically covers:

• Date of execution
• Reference to the original LLP Agreement
• Old name
• New name
• Effective date of the name change as per the certificate
• Confirmation that all other terms of the original agreement remain unchanged
• Signatures of all partners, along with dates

The supplementary agreement must be properly stamped as per the stamp duty rules applicable in the state where the LLP is registered.

Expected Timeline: 2 to 4 working days

Step 6: File Form LLP-3 (Intimation of Change in LLP Agreement)

Form LLP-3 is filed with the ROC to report changes in the LLP Agreement, including the update to reflect the new name. The supplementary LLP agreement or name change must be attached to Form LLP-3. This form should be filed within 30 days of executing the supplementary agreement.

Expected Timeline: 3 to 5 working days

Documents Required for LLP Name Change in India

Partners must prepare and submit the following documents to complete the LLP name change process smoothly:

Document	Purpose	Filed With
Resolution for the change of name of the LLP	Records partner approval for the name change	Form LLP-5
Consent letter for the change of name of LLP	Confirms that all partners agree to the new name	Form LLP-5
Approved RUN-LLP with SRN	Proof of name reservation approval	Form LLP-5
Trademark NOC (if applicable)	Clearance if the new name resembles a trademark	Form LLP-5
Supplementary LLP Agreement	Updates LLP Agreement to reflect new name	Form LLP-3
Existing LLP Agreement	Serves as a reference for drafting the updated agreement	Not filed (reference purpose)
Digital Signature Certificate (DSC) of the designated partner	Required for all MCA portal filings	RUN-LLP, LLP-5, LLP-3

Government Fees for LLP Name Change

The government fees for an LLP name change depend on the specific forms filed. 

1. RUN-LLP (Name Reservation Fee)

• The MCA charges ₹200 per application for reserving a new LLP name through RUN-LLP.
• This fee applies whether the name gets approved or rejected.
• One resubmission opportunity is available without additional government fees.

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

The filing fee for Form LLP-5 depends on the LLP’s contribution amount:

LLP Contribution	Government Fee
Up to ₹1 lakh	₹50
Above ₹1 lakh up to ₹5 lakh	₹100
Above ₹5 lakh up to ₹10 lakh	₹150
Above ₹10 lakh	₹200

3. Form LLP-3 (Supplementary LLP Agreement Filing)

The filing fee for Form LLP-3 also depends on the LLP’s contribution:

LLP Contribution	Government Fee
Up to ₹1 lakh	₹50
Above ₹1 lakh up to ₹5 lakh	₹100
Above ₹5 lakh up to ₹10 lakh	₹150
Above ₹10 lakh	₹200

4. Additional Costs

• Stamp duty applies to the supplementary LLP agreement and varies by state.
• Professional fees for drafting and filing may apply based on the service provider.

Penalty for Non-Compliance With LLP Name Change Guidelines

Failure to follow the required procedure or directions can lead to financial penalties and regulatory action. The key penalties include:

• The LLP must pay a fine ranging from ₹10,000 to ₹5,00,000 for non-compliance with the name change provisions.
• Each defaulting partner must pay a fine ranging from ₹10,000 to ₹1,00,000 for failure to comply.
• The LLP must follow directions issued under Section 17 within the specified timeframe, usually 3 months.
• The Registrar may assign a new name starting with “ORDNC” if the LLP fails to comply within the given period.
• The LLP must use the “ORDNC” name in all official documents and communications until it adopts a compliant name.

Note: ORDNC indicates that the Order issued by the Regional Director has not been complied with.

Legal Provisions Governing LLP Name Change

The LLP Act, 2008, provides three distinct routes under which an LLP may change its name. Understanding the correct route is important before starting the LLP name change process.

Section 19: Voluntary Name Change

Section 19 of the LLP Act, 2008, is the primary provision for a voluntary name change. Under this section, any LLP may change its registered name by filing a notice with the Registrar in the prescribed form, along with the prescribed fee. This route applies when the partners themselves decide to change the LLP name for business or strategic reasons.

Section 17: Name Change Directed by Central Government

Section 17 applies when the Central Government determines that an LLP’s name is identical to another existing entity or registered trademark, or is otherwise undesirable. In such cases, the government may direct the LLP to change its name within a specified period. 

The LLP must comply within 3 months (or within an extended period, if granted by the Central Government). If the LLP fails to comply, the Registrar may allot a new name beginning with the letters “ORDNC” (Order of Regional Director Not Complied) under Rule 19A. This rule ensures that the LLP completes the name change even if the partners fail to act within the required timeline.

Applicable Rules

The LLP Rules, 2009, provide detailed guidance for the LLP name change process and ensure that all filings follow a structured format.

• Rule 20 governs how partners file notices and forms related to the LLP  change of name with the Registrar. 
• Rule 18 defines naming guidelines and restrictions that every proposed LLP name must follow.
• Rule 19A, introduced through the 2022 amendments, allows the Registrar to allot a new name when an LLP fails to comply with Section 17 directions. 

These provisions ensure that every change to an LLP name request remains legally valid, properly documented, and aligned with regulatory requirements.

Common Reasons for LLP Name Rejection and How to Avoid Them

The Registrar may reject a proposed LLP name if it does not meet legal requirements or contains errors. Partners must understand these common issues and take corrective steps before applying:

• Name matches or closely resembles an existing entity: Authorities reject names that appear identical or too similar to an existing LLP, company, or registered firm.
• Solution: Conduct a proper name search on the MCA portal before submitting the application.
• Conflict with registered or pending trademarks: The Registrar may reject names that conflict with a registered trademark or a pending trademark application under the Trade Marks Act, 1999.
• Solution: Perform a trademark search on the IP India website and avoid similar names.
• Use of restricted or regulated words without approval: Names that include words like “Bank,” “Insurance,” “Stock Exchange,” or professional titles require prior approval from regulators.
• Solution: Obtain approval from the relevant authority before including such words in the proposed name.
• Errors or incomplete details: Incorrect information, missing documents, or inconsistencies in the application may lead to rejection.
• Solution: Review all details carefully and ensure that documents remain accurate and consistent before submission.

Difference Between LLP Name Change and Company Name Change

Understanding the LLP Name Change vs Company Name Change helps businesses follow the correct legal process based on their structure:  

Aspect	LLP Name Change	Company Name Change
Governing Law	LLP Act, 2008 (Section 19) governs the process	Companies Act, 2013 (Section 13) governs the process
Name Reservation Form	Partners use RUN-LLP to reserve the new name	Companies use RUN (Reserve Unique Name) for approval
Notice / Change Form	LLP files Form LLP-5 to notify the Registrar	Company file MGT-14 form and INC-24 for name change approval
Agreement / Document Update	LLP must file Form LLP-3 with a supplementary LLP agreement	The company may amend the Articles of Association (AOA), but no separate agreement filing is required
Approval Requirement	All partners must provide consent for the name change	Shareholders must pass a special resolution
Authority	Registrar of Companies (ROC) approves the change	Registrar of Companies (ROC) approves the change
Certificate Issued	ROC issues a new Certificate of Incorporation in Form 16 or 16A	ROC issues a fresh Certificate of Incorporation with the new name

Why Choose RegisterKaro for LLP Name Change?

RegisterKaro handles the entire name change process with accuracy, proper documentation, and timely compliance at every stage. We:

• Manage the complete procedure for the change of name of LLP from initial planning to final approval.
• Verify name availability and conduct trademark checks to reduce rejection risks significantly.
• Draft the partner resolution and consent documents in the correct legal format.
• Prepare the supplementary LLP agreement with complete accuracy and proper compliance details.
• File RUN-LLP, Form LLP-5, and Form LLP-3 on the MCA portal on your behalf.
• Ensure the timely submission of all forms to help you avoid penalties and delays.
• Track the application status and respond to any queries raised by the Registrar.
• Minimize errors such as incorrect SRN, missing documents, or incomplete filings.
• Provide complete support until you receive the new Certificate of Incorporation.

RegisterKaro helps you complete the LLP name change process smoothly while reducing compliance risks and unnecessary delays. Contact us today to instantly start the process!

---