How does an LLP change its name?
An LLP changes its name by reserving the new name and filing a notice with the Registrar in Form 5. Section 19 says the Registrar enters the new name and issues a fresh certificate. The change takes effect from the date on that certificate. It does not, by itself, rewrite the agreement: that change is Form 3.
Who may require the change?
The partners may decide to change the name, following whatever the agreement already says about that decision. Separately, the Central Government may direct a change where the name is identical to another, too nearly resembles another, or is undesirable. A voluntary change and a directed change both end with a notice to the Registrar. The new name still ends with Limited Liability Partnership or LLP.
Which forms are filed?
The proposed name is reserved first. The reservation is held for three months. Within 30 days of the approval, the LLP files Form 5, the notice of change of name, with the consent of the partners. The Registrar, if satisfied, issues a fresh certificate.
| Form | What it does |
|---|---|
| Form 5 | Notice to the Registrar of the change of name |
| Form 3 | The change in the agreement, within 30 days of that change |
Form 3 is not the name application. What belongs in it is on the Form 3 page and the agreement page. A partner joining or leaving is Form 4. A change of registered office is Form 15. Neither of those is Form 5.
From when does the new name apply?
The change is effective from the date of the fresh certificate. Rights and obligations already in place continue. A proceeding by or against the LLP continues under the new name. How the LLP was registered is on the LLP page. Stamp on the supplementary agreement is a state charge. This page does not set a rate.
Frequently asked questions
Four questions cover Form 3, the letters LLP, existing contracts, and a government direction.
Is Form 3 the name-change form?
No. Form 5 is the notice of the change of name. Form 3 is filed because the agreement changes, within 30 days of that change. It does not reserve the name.
Does the new name drop LLP?
No. The name of a limited liability partnership ends with Limited Liability Partnership or LLP.
Does the change cancel existing contracts?
No. A change of name does not affect the rights or obligations of the LLP, or any legal proceedings by or against it.
Can the Central Government order a change?
Yes. If the name is identical or too nearly resembles another, or is undesirable, the Central Government may direct the LLP to change it. That direction is not the same step as a voluntary change.
Sources
A change of name is section 19 of the Limited Liability Partnership Act, 2008. The notice to the Registrar is Form 5. A change in the agreement is Form 3.