For any number of reasons, a Limited Liability Partnership (LLP) may need to change its registered name. Because of regulatory requirements involved with an LLP name change, whether you are expanding your business, rebranding or merging with another entity is a key factor. The Ministry of Corporate Affairs (MCA) in India has made it easy for you to file online and process such a change. This article will guide you through step-by-step instructions for changing the name of an LLP online.
Why Would You Need to Change the Name of LLP?
There might be several reasons why an LLP wants to change its name. Some of the most common include:
- Rebranding or repositioning the business in the marketplace
- Merging with another entity
- New product or service lines the company is offering
- Typographical errors in the registered name
- Compliance with legal requirements and a change in business structure
In any event, it fails to meet statutory standards set by MCA for changing a name.
Key Considerations Before Starting the LLP Name Change Process
When you want to change your company’s name, there are some things that you should bear in mind:
- For the new name to be worthy, the most important thing to consider will be its availability. The name you choose can’t replicate that of any other corporation. The new name, as well, should conform with all rules adhered to by the Limited Liability Partnership Act,2008.
- The partners of the LLP must pass a resolution to change the name: This should be put in writing and entered into the minutes of its meetings as well as recorded in statutory books.
- Agreement with LLP: Refer to the LLP agreement and make sure that changing the name in harmony with those provisions and stipulations there
- Filing an Application for Name Reservation: First, we need to lay hands on the new label and make a reservation at RoC by writing to the Companies Registrar.
Steps to Change the Name of an LLP Online
Step 1: Conduct a Name Availability Check
The first step to changing your LLP name is ascertaining that the name you would like to change to is both available and complies with the guidelines that have been set for this purpose by the Ministry of Corporate Affairs. Checking name availability can be done on the MCA portal.
To perform this operation, you should:
- Log into the MCA portal.
- Under the ‘MCA Services’ section, click on the ‘Check Company Name’ link.
- Propose a new name and check if it is already registered by any other entity. It should not be identical or similar to any existing entity’s name.
- If the name is available, you can go on to make an application to reserve that name.
Step 2: Assigning A Resolution for Changing the Name
The partners at the LLP must convene a meeting where they can agree to the name change, and this decision needs to be recorded in the minutes. They also need to pass a resolution authorizing a designated partner to fill out necessary forms with the Registrar of Companies (RoC).
The resolution adopted by the partners also must actually specify the proposed new name of the LLP.
Step 3: Reserving the New Name with Registrar Of Companies (RoC)
The third step is to reserve the new name with RoC. This involves filing an application to the form FiLLiP (Form for incorporating Limited Liability Partnership).
Here’s how it’s done:
- Login to the MCA portal.
- Go to the ‘MCA Services’ section and click on ‘FiLLiP’.
- Fill in the details of the new name you want to reserve.
- The application will require details about the LLP’s present registration, such as its unique identification number and other relevant details.
- Once the application is submitted, RoC will process your request, and if it is approved, the name will be reserved for your LLP.
Step 4: Filing For Name Change With Form 5
When the name reservation granted by RoC is successful, the next step is to file Form 5 with MCA in order to officially apply for a name change of the LLP. The form should be signed by a designated partner in the LLP.
Steps to file form 5:
- Log into the MCA portal and navigate to the ‘LLP Forms section.
- Choose from 5 for ‘Change of Name of LLP’ and fill in the necessary information.
- The form will need data such as the present name of the LLP, what its new name is going to be, why you want to change it, and details of the decision by which partners resolved to change names.
- Finally, you will have to upload the LLP Agreement, proof that everyone has approved the resolution, as well as supporting material like a letter from RoC approving the name reservation.
When everything is done, submit your completed form and pay the required filing fee.
Step 5: RoC Approval and Issuance of Certificate
After submission of Form 5, the Registry shall check all submitted documents and the application itself. When checks out to be okay to change of name is approved and a new Certificate of Incorporation in the new name will be issued by the Registry.
This certificate will serve as evidence of the name change having been formally recorded. The new name can now be applied to any company documents, contracts or statutory registers of peasant associations.
Step 6: Changing Company Names in Records and Notifying Stakeholders
Once the LLP’s name change has been legally recorded, all of its statutory registers have to be updated and stakeholders like customers, suppliers, and environmental regulators should be informed. This includes updating:
- LLP’s PAN (Permanent Account Number)
- GST registrations
- Bank account
- Contracts and agreements
Communication channels that state the name of the LLP, such as on a website, business card or letterhead. Failure to update these records could lead to confusion or legal issues in the future.
Conclusion
It’s a relatively simple process to change the name of an LLP, in my experience, provided all the necessary procedures are supervised in compliance with legislation. Any LLP can enjoy a change in name provided the availability of the new name is confirmed, the necessary resolution is passed, the RoC name is reserved, and the correct forms are submitted to the MCA. Be sure to read through the relevant information and memoranda provided by the Ministry of Corporate Affairs carefully and turn to a professional for help, even if only to avoid errors.
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