INCORPORATION OF LIMITED LIABILITY PARTNERSHIP- PART-IV (Reservation of Name)

[Dr. Sanjiv Agarwal]

Statutory Provision (Section 16)

According to section 16 of the Limited Liability Partnership Act, 2008,

 (1) A person may apply in such form and manner and accompanied by such fee as may be prescribed to the Registrar for the reservation of a name set out in the application as—

(a) the name of a proposed limited liability partnership; or

(b) the name to which a limited liability partnership proposes to change its name.

(2) Upon receipt of an application under sub-section (1) and on payment of the prescribed fee, the Registrar may, if he is satis­fied, subject to the rules prescribed by the Central Government in the matter, that the name to be reserved is not one which may be rejected on any ground referred to in sub-section (2) of section 15, reserve the name for a period of three months from the date of intimation by the Registrar.

Section 16 of the LLP Act seeks to provide for making of an application for reservation of proposed name of the LLP or change of its existing name to the Registrar who may reserve the name for a period of three months. It also seeks to empower the Central Government to make rules regarding form, manner and fees payable on such application. This Section further seeks to empower the Central Government to frame rules which may be followed by Registrars while reserving names of LLPs.

Section 16 read with the Rule 18 of the LLP Rules provides the manner and procedure for making an application to the Registrar for reservation of name for an LLP.  As per the provisions, a proposed LLP may apply to the Registrar for reservation of a name with which it wants to get registered. Also an existing LLP may apply for reservation of name in the same manner for a new name in case it wants to change its name. The Registrar is to revert within 7 days of such application regarding the allotment of the name (or reservation of the name). The name once so reserved remains valid for three months.

Application for reservation of name by an existing or proposed LLP

Every such application shall be in Form 1 which is to be submitted with the required documents along with a fee of Rs. 200/- (as prescribed under Annexure B of the LLP  Rules, 2009). The documents required to be submitted along with the application are as under :

(a)    In case of a change of name of an existing LLP, a copy of the decision

(b)    Copy of trade mark registration/acknowledgement of application for trade mark registration/authorization to use trade mark

(c)    If change is due to a direction received from the central government, then a copy of such direction

(d)    If the proposed business of LLP includes banking, stock exchange, mutual fund, etc., a copy of the in-principle approval of the appropriate authority.

(e)    Other optional attachments

The application shall be made to the Registrar having jurisdiction over the registered office of the limited liability partnership is to be situate.

The purpose of the application is to ensure from the Registrar that the name with which the proposed limited liability partnership is to be registered or the changed name, as the case may be, is not undesirable within the meaning of section 15 of the Limited Liability Partnership Act, 2008. After examining the application, the Registrar shall inform the LLP for reservation/non reservation of the changed name or the name with which the proposed LLP is to be registered ordinarily within seven days of the receipt of application.

If the proposed name of limited liability partnership includes the words company secretary, chartered accountant, advocates or such similar words as indicative of a profession, as part of the proposed name, the same shall be allowed only after obtaining approval from the Council of the governing Institute or such authority as may be nominated by the Government, in this behalf, thus the time to be taken by the Registrar in reservation of name may be longer than 7 days in such cases.

Where the Registrar informs LLP about reservation of name with which the LLP is to be registered or changed name, as the case may be, such name shall be available for reservation for a period of three months from the date of intimation by the Registrar.

Application for reservation of name by a foreign LLP

As per Rule 8(3) of the Rules, a foreign LLP or firm or company may also apply to the Registrar for reserving its existing name by which it is registered in the country of its regulation or incorporation and not allotting to any LLP in India. Such reservation shall be valid for three years but may be renewed on a fresh application.

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