Short notes: bailee's particular lien; changing the name of an LLP

(i) The Particular Lien of a Bailee (s. 170). A bailee who, as the bailment intended, has put his own labour or skill into the goods may keep them until he is paid for that work, unless the contract says otherwise. The lien is particular: it secures only the charge for work done on those goods, not other debts the bailor owes. The parties can exclude it by contract, for instance where the bailee agrees to give credit for his charge. A mechanic who has rebuilt a customer's car engine may keep the car until he is paid for that repair; but the lien covers only that charge, so he cannot keep the car to force payment of an older bill for servicing the customer's scooter.

(ii) Changing the name of an LLP. Name (s. 15). Every LLP must have either "limited liability partnership" or "LLP" as the final words of its name. 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 LLP, a company or a registered trade mark.

Reservation (s. 16). 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 satisfied, subject to the rules prescribed by the Central Government, that the name is not open to rejection under section 15(2), reserve it for three months from the date of intimation: reservation is at his discretion, not automatic.

Rectification of name (s. 17, as substituted in 2021). Suppose an LLP has been registered, at incorporation or on a change of name, under a name that is the same as, or so close to, the name of another LLP or company, or a registered trade mark, that the two are likely to be mistaken for each other. That other LLP, company or trade-mark owner may apply to the Central Government, which may then direct the LLP to adopt a different name within three months of the direction.

Voluntary change of name (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.

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 so complying; 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.