Sections 17 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.
Section 17, substituted by the 2021 Act, lets the Central Government direct an LLP to change its name if, through inadvertence or otherwise, it was registered by a name identical with or too nearly resembling another LLP, a company or a registered trade mark. The LLP then has three months to change, and if it does not, the Central Government allots a new name. Section 18 stands omitted. If you have received such a direction or want to change your name, our change in name of LLP service can help.
If an LLP, on first registration or on registration by a new name, is registered by a name identical with or too nearly resembling that of another LLP, a company or a registered trade mark, as is likely to be mistaken for it, then on an application the Central Government may direct the LLP to change its name within three months from the date of issue of the direction (17(1)). A trade mark proprietor's application must be made within three years from incorporation, registration or change of name. After changing the name, the LLP must notify the Registrar within fifteen days and amend its LLP agreement within thirty days of the change in the certificate (17(2)). If the LLP defaults, the Central Government allots a new name (17(3)). Section 18 is omitted.
Sections 17 and 18 at a glance
| Provision | What it provides |
|---|---|
| 17(1) | Direction to change a name identical with or too nearly resembling another LLP, a company or a registered trade mark; three months to comply |
| 17(1) proviso | Trade mark proprietor's application maintainable within three years of incorporation, registration or change of name |
| 17(2) | Notice to Registrar with the order within fifteen days; Registrar changes the certificate; LLP changes its name in the LLP agreement within thirty days of the change in the certificate |
| 17(3) | On default, Central Government allots a new name; Registrar enters it and issues a fresh certificate |
| 17(3) proviso | The LLP may later change its name under section 16 |
| 18 | Omitted by the 2021 Act |
Section 17(1): when a direction can be given
"Notwithstanding anything contained in sections 15 and 16", so the power operates even where the name was cleared earlier. The conditions are:
- An LLP has been registered, through inadvertence or otherwise, on its first registration or on its registration by a new name.
- The name is identical with or too nearly resembles:
- (a) that of any other limited liability partnership or a company; or
- (b) a registered trade mark of a proprietor under the Trade Marks Act, 1999,
as is likely to be mistaken for it.
- There is an application: "of such limited liability partnership or proprietor referred to in clauses (a) and (b) respectively or a company". As printed, the sentence is compressed; read by sense, it allows the complaining LLP (clause (a)), the trade mark proprietor (clause (b)) or a company to apply.
If those are met, the Central Government may direct the LLP "to change its name or new name within a period of three months from the date of issue of such direction". The word "may" leaves discretion. The test of being "likely to be mistaken" is a further limit: resemblance alone, without likelihood of mistake, is not what the sub-section describes.
The proviso: three years for trade mark applications
"An application of the proprietor of the registered trade marks shall be maintainable within a period of three years from the date of incorporation or registration or change of name of the limited liability partnership under this Act." So a trade mark owner has three years, counted from the incorporation or from a registered change of name. The proviso fixes this limit only for proprietors; it does not set a time limit for applications by another LLP or a company.
Section 17(2): after the change
Where the LLP changes its name or obtains a new name under 17(1):
| Step | Time limit | Who |
|---|---|---|
| Give notice of the change to the Registrar, along with the order of the Central Government | Within fifteen days from the date of the change | The LLP |
| Make the necessary changes in the certificate of incorporation | Not stated | The Registrar |
| Change the name in the LLP agreement | Within thirty days of the change in the certificate of incorporation | The LLP |
The thirty days for the agreement run from the change in the certificate, not from the LLP's own decision. The LLP agreement is the document filed under section 23(2), so a changed agreement has its own filing consequences (covered in the article on section 23). The text does not name a form or a fee; they are prescribed.
Section 17(3): default and allotment
"If the limited liability partnership is in default in complying with any direction given under sub-section (1), the Central Government shall allot a new name to the limited liability partnership in such manner as may be prescribed and the Registrar shall enter the new name in the register of limited liability partnerships in place of the old name and issue a fresh certificate of incorporation with new name, which the limited liability partnership shall use thereafter."
The word is "shall", so allotment follows default. The LLP then uses the allotted name. Proviso: nothing prevents the LLP from subsequently changing its name in accordance with section 16, i.e. by reserving a name and then using the change-of-name route (see section 16).
Example. Delta Brewhouse LLP is registered in January. In the second year, the proprietor of a registered trade mark "DeltaBrew" applies to the Central Government. If the Central Government finds the LLP's name too nearly resembles the mark and is likely to be mistaken for it, it may direct a change within three months. The LLP changes the name, sends notice with the Government's order to the Registrar within fifteen days, and amends the LLP agreement within thirty days of the certificate being changed. If it does nothing, the Central Government allots a new name and a fresh certificate is issued.
What the section replaced
Footnote 26 to the clean text prints the earlier section 17, titled "Change of name of limited liability partnership". It differed in several ways.
| Point | Earlier section 17 | Substituted section 17 (2021) |
|---|---|---|
| Who acts | Central Government when "satisfied" | On an application, the Central Government may direct |
| Grounds | A name referred to in 15(2) (undesirable and so on); or identical with or too nearly resembling the name of any other LLP or body corporate or other name, likely to be mistaken | Identical with or too nearly resembling another LLP, a company or a registered trade mark, likely to be mistaken |
| Time to comply | Three months, "or such longer period as the Central Government may allow" | Three months from the date of issue of the direction |
| Default | Punishable with fine of Rs 10,000 to Rs 5 lakh on the LLP, and Rs 10,000 to Rs 1 lakh on the designated partner | Allotment of a new name by the Central Government (17(3)) |
| Trade mark time limit | None | Three years for the proprietor's application |
The new section contains no penalty sub-section. The consequence of default is the allotment of a name.
Section 18: omitted
Section 18 stands omitted (the 2021 Act, clause 9; footnote 27 to the clean text, w.e.f. 1-4-2022). Before its omission it allowed an entity with a similar name to apply to the Registrar for a direction to an LLP incorporated later, with a twenty-four month limit for one ground. That route is replaced by the application under the new section 17. A note: the definition of "entity" in section 2(1)(k) still names section 18 among the sections for which a partnership firm counts as an entity (see the section 2 articles); the text gives no operative section 18 to which it can apply now.
Need help with a name direction?
Three months is a short period, and the changes to the certificate and the LLP agreement follow in quick succession. Our change in name of LLP service can prepare the filings, and our team can help you plan a replacement name before the direction period runs out.
Key takeaways
- The Central Government may direct a change on application, if a name is identical with or too nearly resembles another LLP, a company or a registered trade mark and is likely to be mistaken for it (17(1)).
- Compliance is due in three months from the direction.
- A trade mark proprietor's application must come within three years (proviso to 17(1)).
- Notice to the Registrar in fifteen days; LLP agreement changed in thirty days of the certificate change (17(2)).
- On default, the Central Government allots a new name (17(3)); section 18 is omitted.
Read next
- Section 15: name of LLP
- Section 16: reservation of name
- Section 19: change of registered name
- Form 5 Under Section 19: Changing the Name of an LLP
Disclaimer: Based on the Limited Liability Partnership Act, 2008 as amended by the Limited Liability Partnership (Amendment) Act, 2021, as consulted on 1 October 2026. Forms, fees and procedure are set by the LLP Rules, 2009 as amended from time to time. This article is general information, not legal advice; check the official text before acting.