LLP Form 5: how an LLP changes its name

When does an LLP need Form 5?

An LLP may change its name voluntarily, for example after a rebrand or change in business. It may also be directed to change its name by the Central Government under section 17 if the name is identical or too similar to an existing company, LLP or registered trademark. Form 5 is used in both cases to record the new name.

The new name is effective only when the Registrar issues a fresh certificate of incorporation. Until then the old name continues. The LLPIN does not change, and existing contracts, licences and legal proceedings continue in the new name.

The name reservation step

Before filing Form 5, the LLP normally reserves the proposed name through the RUN-LLP service on the MCA portal. The name must comply with the LLP Rules' naming conditions and should not conflict with existing companies, LLPs or trademarks.

Once the name is approved, Form 5 must be filed within the reservation period, otherwise the reservation lapses and a fresh application is needed. Keep the approval reference handy, as Form 5 links to it automatically on the V3 portal.

Documents needed

The form is signed by a designated partner and certified by a practising CA, CS or cost accountant. Attachments must be in PDF and the resolution date must match the date entered in the form.

• Partners' resolution or consent approving the new name
• Name approval reference from RUN-LLP
• Consent of all partners, if required by the LLP agreement
• Supplementary LLP agreement reflecting the new name (for Form 3)
• Any NOC required if the name uses a registered trademark

Fees and timing

The filing fee for Form 5 is payable under Annexure A of the LLP Rules and depends on the LLP's contribution. Additional fee multiples apply if the form is filed late relative to the approval or direction. A separate fee is payable for the RUN-LLP name reservation. Plan the follow-on Form 3 at the same time, so that both filings are completed within 30 days and the new name appears consistently in MCA records.

After the name change

File Form 3 for the change in the LLP agreement, as the agreement contains the LLP's name. Then update PAN, TAN, GST registration, bank accounts, Udyam, licences, letterheads, invoices, website and signboards.

For a period after the change, it is good practice to show the former name alongside the new name on letterheads and invoices so that customers and authorities can link the two.

Common mistakes and consequences

Common mistakes are choosing a name that clashes with a registered trademark, letting the RUN-LLP approval lapse, and forgetting the follow-up Form 3. Using a new name before the fresh certificate is issued can create invoices and contracts in a name that does not legally exist yet.

If the Central Government directs a change under section 17 and the LLP does not comply, it can face penalty and the Government may allot a new name itself. Such directions usually follow a complaint by the owner of an earlier company name or trademark, so checking trademarks early is worthwhile.

Step by step

1. 1Pick and check names

   Search MCA and trademark databases for conflicts.

2. 2Reserve through RUN-LLP

   Apply on the MCA portal and wait for approval.

3. 3Approve the change

   Partners pass a resolution approving the new name.

4. 4File Form 5

   Fill the form, attach documents, sign, certify and pay the fee.

5. 5Receive fresh certificate

   The Registrar issues a new certificate of incorporation.

6. 6File Form 3 and update records

   Amend the agreement and update PAN, GST, bank and licences.