Change of Name
of LLP —
All 3 Forms
Change your LLP's legal name on MCA — voluntary rebrand via RUN-LLP and Form 5, or directed name change via Form 23. CA/CS-managed end-to-end: name availability check, partner consent, LLP Agreement amendment, and MCA filing.
Why LLPs Change Their Name & What the Law Says
An LLP's name is part of its legal identity — it appears on the LLP Agreement, all MCA filings, PAN, GST registration, bank accounts, and contracts. LLPs change their names for the same reasons as companies: a business rebrand, a change in partners, expansion into new areas, a merger with another firm, or removal of a departing partner's name from the LLP name.
Under the Limited Liability Partnership Act, 2008 and the LLP Rules, 2009, an LLP can change its name through the consent of its partners — followed by a name reservation check (RUN-LLP) and filing of Form 5 (Notice of Change of Name) with the Registrar of LLPs. If the Central Government finds that an LLP's name is undesirable or identical to an existing name, it can direct the LLP to change its name — which is handled through Form 23. After the name change, the LLP's LLPIN, PAN, and GSTIN remain unchanged — only the name changes.
LLP Name Change vs Company Name Change — Key Difference
Unlike company name changes (which require a special resolution by shareholders and filing of INC-24), LLP name changes are governed by LLP-specific rules and forms. The LLP Act does not require a "special resolution" concept — instead, partner consent (as defined in the LLP Agreement) is required. Typically the LLP Agreement specifies the majority needed for decisions of this nature. The filing forms are entirely different — RUN-LLP (not RUN), Form 5 (not INC-24), and Form 23 (specific to LLPs directed to change name). TaxClue handles both company and LLP name changes.
RUN-LLP, Form 5 & Form 23 — What Each Does
TaxClue checks name availability in the MCA LLP database, trademark registry, and restricted word list before filing RUN-LLP — preventing costly rejections. We suggest multiple name options ranked by approval likelihood.
Form 5 must be accompanied by the amended LLP Agreement (reflecting the new name in the LLP name clause) and the resolution of partners consenting to the name change. TaxClue prepares the amended LLP Agreement and partner resolution as part of the name change engagement.
Received a Direction from Central Government? Act Within 3 Months.
If your LLP receives a direction to change its name under Section 18(3), you must file Form 23 within 3 months. Failure to comply makes the LLP and every designated partner liable to a fine of ₹10,000 with a further fine of ₹1,000 per day of continuing default. TaxClue can file Form 23 on urgent priority — call or WhatsApp us immediately upon receiving the direction.
All Three Forms at a Glance
| Aspect | RUN-LLP | Form 5 | Form 23 |
|---|---|---|---|
| Purpose | Reserve proposed new LLP name | File voluntary name change notice | Comply with directed name change |
| Who Initiates | LLP / Partners | LLP / Partners | Central Government direction |
| Prerequisite | — | RUN-LLP must be approved first | RUN-LLP + Direction letter |
| Deadline | File before Form 5 | Within 60 days of resolution | Within 3 months of CG direction |
| Late Fee | N/A | ₹100/day after 60 days | ₹10,000 + ₹1,000/day continuing |
| Partner Resolution | Not required | Required before Form 5 | Required before Form 23 |
| LLP Agreement Amendment | Not required | Required — name clause updated | Required — name clause updated |
| Outcome | Name reserved for 90 days | New CoI with new LLP name | New CoI with new LLP name |
What Makes a Valid LLP Name — and What Gets Rejected
The proposed new LLP name must satisfy MCA's name criteria before RUN-LLP is approved. Understanding these upfront prevents wasted applications and delays.
TaxClue Pre-Screens Every Name Before Filing RUN-LLP
A rejected RUN-LLP wastes time — the reservation window closes and a new application (with fresh fee) must be filed. TaxClue searches the MCA LLP database, MCA company database (same name cannot be used by LLP and company), trademark registry (IP India), and restricted word list before filing. We provide a confidence rating for each proposed name and suggest alternatives if the first choice carries risk. Only names with high approval probability are filed.
How TaxClue Handles LLP Name Change End-to-End
For Voluntary Name Change — RUN-LLP + Form 5
-
1
Name Shortlisting & Availability Check
TaxClue searches MCA's LLP and company name databases, trademark registry, and restricted word list for your proposed new name. We provide a shortlist of 2–3 names ranked by availability likelihood, so you choose one with confidence before any application is filed.
-
2
File RUN-LLP — Reserve the Proposed Name
RUN-LLP is filed on MCA V3 with the chosen proposed name and the reason for the change. MCA reviews and approves (or rejects) within 1–3 working days. On approval, the name is reserved for 90 days. Form 5 must be filed within this window — TaxClue tracks the expiry date and ensures timely filing.
-
3
Obtain Partner Consent / Pass Resolution
All designated partners (and other partners as required under the LLP Agreement) pass a written consent or resolution approving the name change. TaxClue drafts the partner resolution in the correct format, specifying the current name, the approved new name, the RUN-LLP SRN, and the effective date of the change.
-
4
Amend the LLP Agreement — Update Name Clause
The LLP Agreement is amended by supplementary deed to update the LLP's name in the name clause. TaxClue's CS drafts the supplementary LLP Agreement, which is executed on stamp paper of the appropriate value for your state and signed by all designated partners. This amended agreement is a mandatory attachment to Form 5.
-
5
File Form 5 — Within 60 Days of Partner Resolution
Form 5 (Notice of Change of Name of LLP) is filed on MCA V3 within 60 days of the partners' resolution. Attachments include: partner resolution / consent, amended LLP Agreement (supplementary deed), and the RUN-LLP approval SRN. Signed with the DSC of the designated partner. TaxClue files within 2–3 working days of document completion.
-
6
Registrar Issues New Certificate of Incorporation
The Registrar of LLPs reviews Form 5 and — if satisfied — issues a new Certificate of Incorporation for the LLP reflecting the changed name. This typically takes 7–15 working days after Form 5 is accepted. TaxClue delivers the new certificate and provides a post-change checklist covering PAN name change, GST amendment, bank notification, and contract updates.
-
7
Post-Change Updates — PAN, GST, Bank & Partners
After the new Certificate of Incorporation is received, TaxClue assists with: PAN name change request (LLPIN and PAN number unchanged — only name updated), GST registration amendment (GSTIN unchanged — trade name and legal name updated), bank account name change notification, and updating any licences, contracts, or regulatory registrations to the new LLP name.
For Directed Name Change — Form 23
-
1
Receive and Review the Central Government Direction
The LLP receives a written direction from the Central Government (MCA) under Section 18(3) requiring it to change its name. TaxClue reviews the direction, identifies the specific reason (conflicting name, trademark, or undesirable name), and advises on the new name options that will avoid the same issue recurring.
-
2
Select New Name + File RUN-LLP
A new compliant name is selected and RUN-LLP is filed to confirm availability. TaxClue screens the name against the reason given in the direction (e.g., if the direction was due to trademark conflict, we confirm the new name is trademark-clear before filing RUN-LLP).
-
3
Pass Partner Resolution + Amend LLP Agreement
Partners pass a resolution for the directed name change and the LLP Agreement is amended by supplementary deed. TaxClue drafts all documents in line with the CG direction requirements — ensuring the resolution specifically references compliance with the Section 18(3) direction.
-
4
File Form 23 — Within 3 Months of Direction
Form 23 is filed on MCA V3 with: the Central Government direction letter, RUN-LLP approval, partner resolution, and amended LLP Agreement. Must be filed within 3 months of the direction date. TaxClue files on urgent priority — typically within days of receiving all documents — to avoid penalties.
-
5
Registrar Issues New Certificate + Post-Change Updates
The Registrar issues a new Certificate of Incorporation with the changed name. TaxClue delivers the certificate and manages all post-change updates — PAN, GST, bank, licences, and contracts — just as for the voluntary change process.
Documents Checklist — LLP Name Change
Common — Required for Both Form 5 and Form 23
Additional — Only for Form 23 (Directed Name Change)
Post-Change Updates — What Gets Changed After New CoI
- Income Tax PAN — name change request filed on IT e-portal (LLPIN & PAN number unchanged)
- GST Registration — amendment on GST portal updating legal name and trade name (GSTIN unchanged)
- Bank accounts — bank notification with new Certificate of Incorporation; account name updated
- LLP letterhead, rubber stamp, invoices, website, email signatures — updated to new name
- Contracts with clients, vendors, and landlords — name-change addendum or notification letter
- MSME registration, Import Export Code (IEC), FSSAI, state licences — amendment applications
- Any trademark in LLP's name — TM recordal of name change filed with IP India
LLP Name Change — Common Questions
Unlike company name changes (which have an explicit 1-year lock-in from the date of incorporation or last change), the LLP Act and LLP Rules do not prescribe a minimum holding period before an LLP can change its name. An LLP can technically apply for a name change at any time after incorporation. However, very early name changes (within a few months) may attract additional scrutiny from the MCA Registrar. TaxClue advises waiting at least 3–6 months unless there is an urgent reason for the change.
No — the LLPIN (LLP Identification Number) remains unchanged after a name change. The LLP is the same legal entity — only its name changes. All past MCA filings, the LLP's compliance history, charges, PAN, and GST registration remain associated with the same LLPIN. The Registrar issues a new Certificate of Incorporation with the changed name, but the LLPIN embedded in the certificate remains the same. This is analogous to a company's CIN remaining unchanged after a name change.
The LLP Agreement governs the decision-making process for the LLP — including name changes. Most LLP Agreements specify the majority required for significant decisions (unanimous consent or majority of partners). If the LLP Agreement requires unanimous consent and one partner refuses, the name change cannot proceed until that partner consents or exits the LLP. TaxClue reviews your specific LLP Agreement to confirm the decision threshold before initiating the name change process — avoiding procedural issues mid-process.
RUN-LLP is a name reservation application — it checks whether the proposed name is available and reserves it for 90 days. Form 5 is the actual name change notice that triggers the Registrar to update MCA records and issue a new Certificate of Incorporation. You cannot skip RUN-LLP and file Form 5 directly — Form 5 requires the RUN-LLP SRN as a mandatory field. The correct sequence is always: RUN-LLP (name reservation) → Partner resolution → Amended LLP Agreement → Form 5 (name change notice) → New Certificate of Incorporation.
No — the original LLP Agreement does not need to be re-executed. Instead, a supplementary LLP Agreement (also called a deed of amendment) is executed on stamp paper of the appropriate value for the state where the LLP is registered. This supplementary deed specifically amends the name clause and any other clauses where the old name appears. It is signed by all designated partners and attached to Form 5 as a mandatory document. The original LLP Agreement and all its other provisions remain in full force. TaxClue's CS drafts the supplementary deed and advises on the correct stamp duty value for your state.
In practical terms, both Form 5 and Form 23 result in the same outcome — the Registrar updates the LLP's name and issues a new Certificate of Incorporation. The differences are: (1) Trigger — Form 5 is filed voluntarily by the LLP; Form 23 is filed to comply with a Central Government direction; (2) Deadline — Form 5 must be filed within 60 days of the partner resolution; Form 23 must be filed within 3 months of the CG direction; (3) Attachment — Form 23 additionally requires the CG direction letter; (4) Penalty for non-compliance — missing the Form 23 deadline results in fines on the LLP and designated partners personally under Section 18(3). TaxClue prioritises Form 23 filings as urgent engagements.
LLP Name Change — RUN-LLP, Form 5 & Form 23
TaxClue handles the complete LLP name change — name availability check, RUN-LLP, partner resolution, supplementary LLP Agreement, Form 5 or Form 23 filing, and all post-change updates (PAN, GST, bank, licences).
🔒 Confidential · 4.9★ Google Rating · No Hidden Charges · CA / CS Assisted