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

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

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.

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

The LLP name change procedure follows six (6) defined steps, each with its own forms and timelines:

Step 1: Pass a Resolution for Change of Name

Partners begin by approving the name change through a formal resolution, passed either in a meeting or by written consent. The resolution must record the LLP Identification Number, the existing name, the proposed new name, the date, and the signatures of all partners. 

It must also authorize a designated partner to handle the filings. This resolution serves as the internal approval for the entire process, so partners must prepare it before any filing begins.

Expected timeline: 1 to 2 working days

Step 2: Apply for Name Reservation Using RUN-LLP

Once the resolution is in place, the designated partner logs into the MCA portal at mca.gov.in and opens the RUN-LLP form under LLP e-Filing services. The applicant may propose up to two (2) names in a single submission. 

The proposed names must follow Rule 18 of the LLP Rules, 2009, must not resemble an existing entity, and must not appear offensive or misleading. Names that use regulated terms such as banking or insurance require prior approval from the relevant authority. 

If the Registrar rejects both names, the MCA allows one resubmission with two fresh names. The approved name stays reserved for 3 months from the date of approval.

Expected timeline: 2 to 3 working days for approval

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

With the name approved, the LLP notifies the ROC of the change by filing Form LLP-5. The LLP must file this form within 30 days of the name approval, while the reserved name itself remains valid for 90 days. The designated partner quotes the SRN generated at RUN-LLP approval and signs the form with a valid Digital Signature Certificate before submission.

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 the Registrar requests

Expected timeline: 5 to 7 working days for processing

Step 4: Receive the Certificate of Incorporation

The Registrar reviews Form LLP-5 and the supporting documents, then issues a fresh Certificate of Incorporation once satisfied. The name change takes legal effect from the date stated on this certificate. The LLP must then update the new name across all official records, including invoices, letterheads, websites, and statutory documents.

Expected timeline: 2 to 3 working days after approval

Step 5: Execute the Supplementary LLP Agreement

After the new Certificate of Incorporation arrives, the LLP executes a supplementary LLP agreement to record the new name in the original agreement. This supplementary agreement typically covers:

• Date of execution
• Reference to the original LLP Agreement
• The old name and the new name
• The effective date of the change as per the certificate
• Confirmation that all other terms of the original agreement stay unchanged
• Signatures of all partners, with dates

The LLP must stamp the supplementary agreement according to the stamp duty rules of the state where it is registered.

Expected timeline: 2 to 4 working days

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

Finally, the LLP files Form LLP-3 with the ROC to report the change in the LLP Agreement, attaching the supplementary agreement. The LLP must file this form within 30 days of executing the supplementary agreement, which completes the name change process.

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.

Rules Governing the LLP Name Change Process

The LLP Rules, 2009, set out the detailed procedure for an LLP name change and keep every filing in a structured format.

• Rule 18 defines the naming guidelines and restrictions that every proposed LLP name must follow.
• Rule 20 governs how partners file the notice of change of name with the Registrar, and Rule 20(2) sets the 30-day deadline for filing Form LLP-5 after name approval.
• Rule 19A, introduced through the 2022 amendments, allows the Registrar to allot a new name when an LLP fails to comply with a direction under Section 17.

Together, these rules keep every LLP name change valid, properly documented, and aligned with the 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

The table below sets out the key differences between an LLP and a company name change, so a business applies the correct process for its structure:

Aspect	LLP Name Change	Company Name Change
Governing law	LLP Act, 2008 (Section 19)	Companies Act, 2013 (Section 13)
Approval requirement	All partners consent to the change	Shareholders pass a special resolution
Name reservation	Partners use RUN-LLP	Company uses RUN (Reserve Unique Name)
Notice and approval forms	LLP files Form LLP-5	Company files MGT-14 and INC-24
Agreement or document update	LLP files Form LLP-3 with a supplementary LLP agreement	Company amends its Articles of Association, with no separate agreement filing
Certificate issued	ROC issues a fresh Certificate of Incorporation	ROC issues a fresh Certificate of Incorporation

---