LLP Form 5 — Notice for Change of Name
RUN-LLP | Partner Consent | 30-Day Deadline | Form 3 Update | Post-Change Compliance

An LLP's name is its most public-facing legal identity — appearing on every invoice, letterhead, contract, and government registration. Changing it is not just a branding decision; it is a multi-step statutory process under Section 19 of the LLP Act 2008. The process begins with reserving the new name via the RUN-LLP (Reserve Unique Name) webform on the MCA portal, then filing LLP Form 5 (the formal Notice for Change of Name) within 30 days of name approval, and — after the ROC issues a fresh Certificate of Incorporation — updating the LLP Agreement through a supplementary deed and Form 3 filing. Getting any step wrong, or missing the 30-day deadline for Form 5 or Form 3, triggers a penalty of ₹100 per day with no upper limit.

Changing an LLP's name does not create a new legal entity. The same LLP continues — with the same LLPIN (Limited Liability Partnership Identification Number), the same CIN equivalent, the same partners, the same liabilities, the same contracts, and the same ongoing court proceedings. The change of name simply replaces the name with which the LLP operates. All existing commitments, bank accounts, registrations, and legal obligations transfer to the new name. But every external record — from PAN to GST to bank accounts to letterheads — must be formally updated to reflect the new name. According to the Ministry of Corporate Affairs, under Section 21 of the LLP Act, every LLP must ensure that its name, registered office address, and registration number appear on all invoices, official correspondence, and publications — any use of the old name after the change is a compliance failure.

At N D Savla & Associates, we manage the complete LLP name change process — from RUN-LLP webform filing for name availability and reservation, through Form 5 filing, ROC coordination, supplementary agreement drafting and Form 3 update, to post-change compliance updates across PAN, GST, bank accounts, and all registrations. Our LLP compliance team coordinates the entire multi-step sequence so no deadline is missed and no downstream update is overlooked.

LLP Form 5 — Quick Reference Guide

Why Do LLPs Change Their Name? Common Triggers

LLP name changes happen across a wide range of business situations. Understanding the trigger helps determine whether the process is straightforward or whether companion filings are needed:

• Rebranding: The LLP wants to operate under a different name for marketing, strategic, or positioning reasons — without changing its legal structure or partners. This is the most common type of voluntary name change
• Change in business activities: The LLP's core business changes significantly — for example, from manufacturing to services — and the name should reflect the new direction. In this case, Form 3 (LLP Agreement change for business activities) must be filed before Form 5
• Merger, absorption, or acquisition: When an LLP acquires another entity or is absorbed into a new group, the resulting LLP may need to adopt a new combined or parent name
• Partner change affecting name: When a named partner (e.g., "Sharma & Mehta LLP") exits or joins, the LLP may wish to update the name to reflect the current partnership. This requires both Form 4 (partner change) and Form 5 (name change) — coordinated through LLP Form 4 filing
• Trademark conflict resolution: An LLP operating under a name similar to a registered trademark may receive a legal demand to change — or the trademark owner may apply via Form 23 (Application for Direction to Change Name) for a ROC direction. Proactively changing the name avoids litigation
• Central Government / ROC direction: Under Section 18 of the LLP Act, the Central Government can direct an LLP to change its name if it is identical to, or too similar to, the name of another registered entity or an undesirable name. Such a direction gives the LLP a limited time window to comply

Before filing RUN-LLP for name reservation, verify that the proposed new name complies with the LLP naming guidelines under the LLP Act and Rules. The MCA screens names for the following:

Additional naming rules to check before RUN-LLP:

• The new name must end with "LLP" or "Limited Liability Partnership" — this is non-negotiable and different from company naming conventions
• Run a trademark search on the IP India portal before finalising the name — avoiding a name already registered as a trademark in the same or related class prevents future Form 23 challenges
• Check the MCA company master data for existing companies or LLPs with similar names — the MCA V3 name search tool does this automatically when you file RUN-LLP
• Words like "bank", "insurance", "stock exchange", "mutual fund" require regulatory approval before they can appear in an LLP name

What Is the Complete LLP Name Change Process? All Steps in Sequence

The LLP name change process involves a specific sequence of steps that must be followed in order. Completing them out of sequence — for example, filing Form 5 without a valid RUN-LLP SRN, or filing Form 3 before the new certificate is issued — will result in MCA rejection:

RUN-LLP is the name reservation webform filed on the MCA V3 portal as the mandatory first step before Form 5 can be filed. It ensures the proposed new name is available, unique, and MCA-compliant before any formal name change process begins.

Key RUN-LLP facts:

• No DSC required: RUN-LLP can be filed without a Digital Signature Certificate — any authorised person can access it with MCA V3 credentials
• Up to 2 names: You can propose up to two names in order of preference. If the first is rejected, the second is considered automatically
• Name validity: Once approved, the reserved name is valid for 90 days. Form 5 must be filed within 30 days of approval — well within the 90-day validity window
• Fast processing: RUN-LLP approval is typically received within 1 to 5 working days
• SRN mandatory for Form 5: The SRN (Service Request Number) generated by the approved RUN-LLP form is a mandatory field in Form 5 — the new name auto-fills in Form 5 based on this SRN. Form 5 cannot be completed without it
• No fee for name search: Checking name availability on MCA V3 is free. There is a nominal fee for filing RUN-LLP
• Rejection and reapplication: If both proposed names are rejected, a fresh RUN-LLP must be filed with different names. The MCA provides a reason for rejection which guides the reapplication

Form 5 must be filed within 30 days of the approval date of the RUN-LLP name reservation. This 30-day window starts from the date the MCA approves the RUN-LLP SRN — not from the date Form 5 is submitted. Since the RUN-LLP name is also valid for 90 days, partners have time to prepare all documents, but the 30-day Form 5 filing window should not be allowed to lapse.

Both Form 5 and Form 3 are required in an LLP name change — but they serve different purposes and are filed at different stages. Confusing the two is a common compliance error:

• Form 5 (Notice for Change of Name): This is the statutory notification to the ROC of the proposed name change. It is filed BEFORE the new name is legally effective — it is the application requesting the ROC to approve and certify the name change. Filed within 30 days of RUN-LLP approval
• Form 3 (LLP Agreement change): This is the update to the LLP Agreement to reflect the new name. It is filed AFTER the ROC has issued the fresh Certificate of Incorporation in the new name — not before. Filing Form 3 before receiving the new certificate would reference a name that is not yet legally effective. Filed within 30 days of the new certificate date
• Critical sequencing: RUN-LLP → Form 5 → fresh certificate → supplementary agreement → Form 3. Reversing any step creates MCA V3 filing errors
• Exception — name change due to business activity change: If the LLP is changing its name because its business activities are changing, Form 3 (to update the business activities in the LLP Agreement) must be filed before Form 5 — the SRN of this Form 3 is then entered in Form 5 to link the two filings

• 2008 — LLP Act enacted: Section 19 of the LLP Act 2008 established the right of an LLP to change its name with partner consent — distinguishing this voluntary change from the involuntary direction to change under Section 18 (government-initiated). The framework was modelled on equivalent company law provisions but simplified for LLP governance
• 2009 — LLP Rules + Form 5 prescribed: Rule 20(2) of the LLP Rules 2009 prescribed the procedure for name change and Form 5 as the statutory notice to the ROC. The requirement to file Form 3 after receiving the new certificate was also codified — creating the two-step Form 5 → Form 3 sequence
• 2010-2015 — LLP name conflicts: As LLP formations grew, name similarity disputes increased. The Form 23 mechanism — for affected parties to apply to the ROC for a direction to the LLP to change its name — was increasingly used by companies and trademark holders. Many LLPs chose to voluntarily change names via Form 5 to avoid Form 23 proceedings
• 2019 — RUN-LLP introduced: The MCA introduced the RUN-LLP (Reserve Unique Name) webform as a standardised, no-DSC-required online mechanism for name reservation. This replaced the older SH-7 equivalent process and brought LLP name reservation in line with the company name reservation framework (RUN for companies)
• 2022-2023 — MCA V3 migration: Both RUN-LLP and Form 5 migrated to the MCA V3 portal with pre-fill functionality — auto-populating the new LLP name from the approved RUN-LLP SRN. This reduced data entry errors in Form 5 and linked the two forms more seamlessly
• Present: The LLP name change process is well-defined and fully digital. N D Savla & Associates manages the full sequence from RUN-LLP to post-certificate Form 3 and all downstream compliance updates for LLP clients across Mumbai and across India

Mandatory documents:

• Approved RUN-LLP SRN: The Service Request Number from the approved RUN-LLP webform — the new LLP name auto-fills in Form 5 based on this SRN. Without it, Form 5 cannot be submitted
• Minutes of Partners' Meeting / Consent Resolution: Signed document from all (or majority, per LLP Agreement) partners authorising the name change — specifying the proposed new name and the basis (partner consent / LLP Agreement clause / Central Government direction)
• Relevant LLP Agreement Clause (if applicable): If the name change is being made as per a specific procedure laid down in the LLP Agreement, the extract of the relevant clause must be attached
• SRN of Form 3 (if name change is due to business change): If the LLP's business activities have changed and Form 3 was filed to update business activities, the SRN of that Form 3 must be entered in Form 5
• DSC of Designated Partner: Valid Digital Signature Certificate of at least one designated partner — Form 5 must be digitally signed on MCA V3
• Supporting documents (optional): Central Government direction/order (if name change is directed), trademark registration or conflict evidence (if applicable), any other supporting information

Receiving the fresh Certificate of Incorporation is not the end of the LLP name change process — it is the beginning of a parallel stream of compliance updates across multiple authorities and systems. Every record that references the LLP's old name must be updated:

Failure to file Form 5 within 30 days of the RUN-LLP approval, or failure to file Form 3 within 30 days of the new certificate, attracts penalties under Section 67 of the LLP Act:

• Late filing fee: ₹100 per day from the date of default — with no upper limit. This accumulates indefinitely until the form is filed
• Double penalty risk: If both Form 5 and Form 3 are filed late, the ₹100-per-day penalty runs separately for each form — a 60-day delay on both forms = ₹12,000 in combined late fees
• Expired RUN-LLP: If the 30-day Form 5 window passes and the 90-day RUN-LLP validity also expires, the LLP must re-file RUN-LLP with a fresh application — starting the entire name reservation process again and paying fees again
• CCFS 2026: The Companies Compliance Facilitation Scheme 2026 may offer relief on accumulated LLP form late fees — check current MCA notifications for applicability to Form 5 and Form 3 late filings

Voluntary Name Change for Rebranding — No Business Change

The simplest and most common LLP name change scenario: the partners agree to rebrand under a new name without changing the LLP's business activities or partner structure:

• File RUN-LLP with the proposed new name; get SRN
• Pass a unanimous partners' resolution authorising the new name
• File Form 5 within 30 days of RUN-LLP approval with the resolution attached
• Receive fresh Certificate of Incorporation in new name
• Execute supplementary agreement and file Form 3 within 30 days of certificate
• Update PAN, GST, bank accounts, letterheads, and all official records

Name Change Due to Change in Business Activities

When the LLP is changing its name because its core business has shifted — for example, from "ABC Trading LLP" to "ABC Technology LLP" — the process has an additional upfront step:

• First, file Form 3 to update the business activities in the LLP Agreement and obtain its SRN — this must be done before Form 5 is filed
• Then file RUN-LLP for the new name
• In Form 5, enter the Form 3 SRN in the designated field to link the business change to the name change
• Proceed with Form 5, certificate, supplementary agreement, and a second Form 3 (for the name update in the LLP Agreement) — two Form 3 filings in total: one for business change and one for name update

LLP Name Change Ordered by Central Government or ROC

Under Section 18 of the LLP Act, the Central Government or ROC can direct an LLP to change its name if it is identical or too similar to another registered entity or is otherwise undesirable. The LLP then files Form 5 in compliance with the direction — attaching the government order as a document. The process is the same as voluntary Form 5, but the basis selected in Form 5 is "Central Government direction":

• The government order specifies the timeframe for compliance — this overrides the standard 30-day window
• RUN-LLP must still be filed to reserve the new compliant name before Form 5 can be submitted
• N D Savla & Associates advises LLPs that receive government name-change directions on the fastest compliant route to resolution

LLP Name Conflict with a Trademark — Proactive vs Reactive Approach

When a registered trademark owner objects to an LLP operating under a confusingly similar name, they have two options: (1) file a Form 23 (Application for Direction to Change Name) with the ROC, or (2) initiate trademark infringement proceedings. A proactive LLP name change via Form 5 — before the trademark owner acts — avoids both the expense of trademark litigation and the reputational damage of a forced ROC direction. The proactive change route:

• Legal costs of a voluntary Form 5 change are a fraction of trademark litigation costs
• Avoids the public record of a Form 23 direction against the LLP on MCA
• N D Savla & Associates advises LLPs facing trademark notices to assess the merits and, where appropriate, initiate a proactive Form 5 name change before formal proceedings begin