Rules on its name and registered office

Name (ss. 15 to 19):

1. Every LLP must have the words "limited liability partnership" or "LLP" as the last words of its name (s. 15(1)).
2. No LLP may be registered by a name which, in the Central Government's opinion, is undesirable, or is identical with or too nearly resembles that of any other partnership firm, LLP or body corporate, or a registered trade mark or one applied for (s. 15(2)).
3. A person may apply to the Registrar, in the prescribed form and manner and with the prescribed fee, to reserve a name for a proposed LLP, or a name to which an LLP proposes to change its name; the Registrar may, if he is satisfied (subject to the rules) that the name is not open to rejection on a ground in s. 15(2), reserve it for three months from the date of his intimation (s. 16(2)). Reservation is at his discretion, not automatic on application.
4. Change on the Central Government's direction (s. 17): where it is satisfied that an LLP has been registered under a name barred by s. 15(2) (an undesirable name, or one identical with or too nearly resembling that of any other partnership firm, LLP or body corporate, or a registered trade mark or one applied for), or under a name identical with or too nearly resembling that of another LLP or body corporate, the Central Government may direct the LLP to change its name; the LLP must comply within three months after the date of the direction, or any longer period allowed. Failure is punishable with a fine of ₹10,000 to ₹5 lakh on the LLP and ₹10,000 to ₹1 lakh on its designated partner.
5. Application by an existing entity (s. 18): an entity whose name is similar to that of an LLP registered later may apply to the Registrar for a direction to that LLP to change its name; on the ground of too close a resemblance, the application must reach the Registrar within twenty-four months of the LLP's registration under that name.
6. Change by the LLP itself (s. 19): an LLP may change its registered name by filing a notice of the change with the Registrar in the prescribed form and manner and paying the prescribed fee.

Registered office (s. 13):

1. Every LLP must “have a registered office to which all communications and notices may be addressed and where they” (s. 13) are received.
2. An LLP may change the place of its registered office by filing a notice of the change with the Registrar in the prescribed form and manner; the change takes effect only on that filing (s. 13(3)). Rule 17 of the LLP Rules, 2009 lays down the steps:
   • the change follows the procedure in the LLP agreement or, if the agreement provides none, needs the consent of all partners; for a move to another State, an LLP with secured creditors also needs their consent;
   • for a move to another State, a general notice of the change is published in English and in the district's principal language, in newspapers circulating in the district, at least 21 days before any notice is filed with the Registrar;
   • notice is given to the Registrar in Form 15, with the fee, within 30 days of meeting these requirements; where any court, tribunal or other authority has convicted, ruled, ordered or given judgment against the LLP, the notice must also state the prosecutions begun against it and the show-cause notices it has received for alleged offences under the LLP Act (rule 17(3)), and where the office moves to another Registrar's jurisdiction or another State, it is filed with the present Registrar with a copy to the new one.
3. If default is made in complying with section 13, the LLP and its every partner are liable to a penalty of ₹500 for each day the default continues, up to ₹50,000 for the LLP and for each partner (s. 13(4), as substituted by the LLP (Amendment) Act, 2021). Before that amendment the contravention was punishable with a fine of not less than ₹2,000 and up to ₹25,000.