Rules 19-20 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 19 lets an LLP, a body corporate or another entity object to a later LLP whose name is too similar to its own, by applying to the Registrar for a direction to change the name. Rule 20 deals with the voluntary change of name by an LLP, the notice to the Registrar and the fresh certificate. This article explains both as notified in 2009.
An LLP, body corporate or other entity with a similar name can apply to the Registrar for a direction that the later LLP change its name (rule 19(1)). The application states identifying details and the grounds, is verified, and carries the applicant's authority and a copy of its certificate (rule 19(2) to (4)). An LLP changes its name by the procedure in its LLP agreement or, if none, with the consent of all partners, and gives notice within 30 days (rule 20(1), (2)). The Registrar issues a fresh certificate and the new name takes effect from its date (rule 20(3)). The Rules and the Act have been amended since 2009.
Read this first: the 2009 text and later amendments
This article reports what rules 19 and 20 provided as notified on 1 April 2009. The Rules have been amended several times since, including forms, fees, time limits and the way names are approved and changed. The Act has also changed in this area, particularly in its provisions on changing and rectifying names; see Sections 17-18 of the LLP Act for the current Act-level position, and do not rely on the 2009 steps for a live application. Current forms, fees and time limits must be checked on the MCA portal or in the current Rules. For the current filing position on a change of name, see our post on the form for changing the name of an LLP. This article gives no fee amount and no portal step.
If you plan a rename, our change in name of LLP service handles the current process, including the name check.
Rule 19: a direction to change a similar name
Who can apply
Rule 19(1) lets "a limited liability partnership or a body corporate or any other entity which already has a name which is similar to or which too nearly resembles the name of a limited liability partnership incorporated subsequently" apply to the Registrar in the prescribed form. The applicant asks the Registrar to give a direction to the later LLP to change its name.
Two features of the wording:
- The objector must have an earlier name. The target is the LLP "incorporated subsequently".
- The objector can be an LLP, a body corporate (such as a company) or "any other entity", which is a wide class.
What the application states
Rule 19(2) says the application shall state:
| Item | What must be stated |
|---|---|
| (i) | The LLPIN of the LLP, or the CIN of the company, or the registration number of the other entity |
| (ii) | The name with which the LLP, company or entity was incorporated or registered |
| (iii) | The grounds of objection to the name of the LLP incorporated subsequently |
Verification, attachments and fee
- Rule 19(3): the application shall be verified by the person making it.
- Rule 19(4): he shall attach (a) the authority under which he is making the application, and (b) a copy of the incorporation certificate of the LLP or company, or the registration certificate of the other entity.
- Rule 19(5): the application is accompanied by the fee in the annexure.
The rule does not state a time limit within which the objector must apply after the later LLP is incorporated, and it does not say how the Registrar decides, what notice the later LLP gets, or how long the later LLP has to comply. The text is silent on all four. Those matters come from the Act, which has since been amended.
Example. Bhatia Interiors LLP was incorporated first. Later, Bhatia Interior LLP is incorporated by other persons, with a name that too nearly resembles it. Bhatia Interiors LLP can apply under rule 19, stating its LLPIN, its name, and why the later name is objectionable, with a copy of its incorporation certificate and proof of the signatory's authority. The Registrar then decides under the Act whether to direct a change.
Rule 20: change of name by the LLP
Rule 20(1): the internal step
The LLP "may change its name by following the procedure as laid down in the limited liability partnership agreement". If the agreement does not provide a procedure, "consent of all partners shall be required".
This parallels rule 17(1) on the registered office. In both, the LLP agreement controls, and unanimity is the default.
Rule 20(2): notice within 30 days
"Notice of change of name shall be given to the Registrar in Form 5, within 30 days of complying with requirement of sub-rule (1), along with a fee as mentioned in Annexure 'A'." The thirty days run from the day the internal step is complete, that is, from the agreement's procedure being followed or from the last partner's consent.
Rule 20(3): fresh certificate and effective date
The Registrar, "on being satisfied that the changed name is the one as reserved by him", issues a fresh certificate of incorporation in the new name. The changed name is effective from the date of such certificate.
Two consequences:
- The new name must be the one the Registrar reserved. So the name has to be reserved under rule 18 before the change is notified; see rule 18 on name restrictions and reservation.
- The change is not effective when the partners agree, nor when the notice is filed. It takes effect only on the date of the fresh certificate.
Example. The partners of Kothari Associates LLP agree unanimously on 4 March to rename it Kothari Advisory LLP. The name was reserved earlier. They file the notice on 20 March, within 30 days. The Registrar issues a fresh certificate on 2 April. Until 2 April the LLP's name is still Kothari Associates LLP; from 2 April it is Kothari Advisory LLP.
How rules 19 and 20 differ
| Aspect | Rule 19 | Rule 20 |
|---|---|---|
| Who starts | Another LLP, body corporate or entity | The LLP itself |
| Purpose | A direction to the later LLP to change its name | A voluntary change of name |
| Internal decision | Not applicable | LLP agreement procedure, else all partners |
| Registrar's act | Direction on application | Fresh certificate of incorporation |
| Time limit in the text | None stated | Notice within 30 days |
Drafting points
- Rule 20(3) speaks of the name "as reserved by him", but rule 20(2) does not itself mention reservation. The link between the two comes from rule 18(4) and (5), which refer to an application for reservation "for change of name".
- Rule 19(1) uses the phrase "incorporated subsequently" without saying subsequent to what; read with the rest of the sub-rule, it means after the objector's own name was incorporated or registered.
Practical points
- Search the register and trade marks before choosing a name, to avoid a later objection.
- Obtain unanimous written consent unless the LLP agreement lays down a different procedure, and note the date, since the 30 days run from there.
- Reserve the new name first.
- Update the LLP's stationery, bank records, GST and other registrations after the fresh certificate issues; the 2009 rules do not cover them.
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Key takeaways
- An LLP, body corporate or other entity with a similar earlier name may apply for a direction that a later LLP change its name (rule 19(1)).
- The application states identifying details and grounds, is verified, and has the applicant's authority and certificate copy (rule 19(2) to (5)).
- The text sets no time limit for the objector and does not describe how the Registrar decides.
- An LLP changes its name by its agreement's procedure, or with all partners' consent if there is none (rule 20(1)).
- Notice goes to the Registrar within 30 days, and the new name takes effect on the date of the fresh certificate (rule 20(2), (3)).
- All of this is as notified in 2009; the Act and the Rules have changed.
Read next
- Rule 18: name of LLP, restrictions and reservation
- Rules 21-22: LLP agreement filing and changes in partners
- Section 19: change of registered name
- How to change an LLP's name
Disclaimer: Based on the Limited Liability Partnership Rules, 2009 as notified on 1 April 2009. The Rules have been amended several times since; current forms, fees and time limits must be checked before acting. This article is general information, not legal advice; check the official text before acting.