Designated partners; rules on changing the name of an LLP

(i) Provisions in respect of designated partners. Sections 7 to 9 of the Limited Liability Partnership Act, 2008 provide:

1. number and residence: an LLP needs a minimum of two designated partners, both natural persons, and one or more of them must be resident in India, which means present in India for 120 days or more in the financial year. Example: a designated partner who works in Singapore but spent 130 days in India during the financial year counts as resident; had she spent only 100 days here, she would not;
2. bodies corporate as partners: where all or some partners are bodies corporate, at least two individuals, who are partners or nominees of those bodies corporate, act as designated partners;
3. designation and appointment: the incorporation document names the designated partners or states that every partner from time to time is one; later, a partner becomes or ceases to be a designated partner in accordance with the LLP agreement (s. 7(2)). An individual becomes a designated partner only after giving the LLP his prior consent in the prescribed form, and the LLP files those particulars with the Registrar within thirty days of the appointment (s. 7(3), (4)); each designated partner must hold a Designated Partner Identification Number (s. 7(6));
4. responsibility (s. 8): unless the Act says otherwise, the designated partners answer for everything the LLP must do to comply with the Act, such as filing documents and returns, and for whatever the LLP agreement specifies, and bear the penalties imposed on the LLP for a contravention;
5. vacancy (s. 9): when a designated partner's place falls vacant, the LLP may appoint a new one within thirty days, and the filing rule (s. 7(4)) and the prescribed eligibility conditions (s. 7(5)) apply to that person; if no one is appointed, or if at any time only one designated partner remains, every partner is deemed to be a designated partner.
6. disqualifications (LLP Rules, 2009, rule 9(1)): no one may be appointed a designated partner who, within the preceding five years, has been adjudged insolvent; who suspends, or has within the preceding five years suspended, payment to his creditors without having made a composition with them within that period; or who has been convicted of an offence involving moral turpitude and sentenced to at least six months' imprisonment, or of an offence involving section 30 of the Act. The Central Government may remove the first two disqualifications by notification (rule 9(2)).

(ii) Rules on changing the name of an LLP.

1. Name (s. 15): every LLP must have "limited liability partnership" or "LLP" as the last words of its name. No LLP is registered by a name that is, in the Central Government's opinion, undesirable, or identical with or too nearly resembling that of another LLP, a company or a registered trade mark.

2. Reservation (s. 16): a person may apply to the Registrar to reserve a name for a proposed LLP or a name to which an LLP proposes to change; the application is made in the prescribed form with the fee, and the Registrar may, if satisfied, subject to the prescribed rules, that the name is not one that may be rejected under section 15(2), reserve it for three months from the date of his intimation.

3. Compulsory change (rectification of name) (s. 17, as substituted in 2021): where an LLP has been registered, at first or under a new name, by a name so close to that of an existing LLP, a company or a registered trade mark that people may confuse the two, the Central Government may, when that LLP, company or trade-mark owner applies, direct the LLP to change the name within three months of the direction.

4. Voluntary change (s. 19): an LLP may change its registered name by filing with the Registrar a notice of the change, in the prescribed form and manner and with the prescribed fee; it may first reserve the proposed name as above.

5. Procedure (rule 20 of the LLP Rules, 2009): the LLP changes its name by the procedure in its LLP agreement or, where the agreement provides none, with the consent of all partners; it gives notice of the change to the Registrar in Form 5, with the fee, within 30 days of complying with that procedure or obtaining that consent; and the Registrar, on being satisfied that the new name is the one he reserved, issues a fresh certificate of incorporation in the new name, the change taking effect from the date of that certificate.