A Limited Liability Partnership (LLP) is a business structure where two or more persons associate for carrying out any lawful business to earn a profit. To form an LLP, they must file an incorporation document, which is similar to the Memorandum of Association of a company. This document contains prescribed details such as the name of the LLP, proposed business activities, address of the registered office, names and addresses of the partners, names and addresses of the designated partners, and any other information prescribed by the rules under the LLP Act, 2008. The incorporation document must be filed electronically with the Registrar who has jurisdiction over the registered office of the LLP, using the prescribed Form FiLLiP, as per Rule 11 of the LLP Rules, 2009.
Incorporation Document Requirements
To incorporate an LLP, at least two persons must associate for carrying on a lawful business to profit and subscribe their names to an incorporation document. This document must be filed with the Registrar of the State in which the registered office of the LLP will be situated, in the manner and with the fees prescribed. Along with the incorporation document, there must be a statement in the prescribed form, made by an advocate, a Company Secretary, a Chartered Accountant, or a Cost Accountant who is engaged in the formation of the LLP, as well as by one of the subscribers to the incorporation document. This statement must confirm that all the requirements of the LLP Act and the rules have been complied with in respect of incorporation and all matters precedent and incidental thereto.
Contents of the Incorporation Document
The incorporation document must be in the prescribed form and should include the name of the LLP, the proposed business activities, the address of the registered office, the names and addresses of each partner at the time of incorporation, and the names and addresses of the designated partners at the time of incorporation. It must also contain any other prescribed information relating to the proposed LLP as required under Section 11(2) of the LLP Act.
Punishment for False Statement
If any person makes a statement under the incorporation provisions that they know to be false or do not believe to be true, they are liable for punishment. The penalty can include imprisonment for a term of up to two years and a fine of not less than ten thousand rupees, which may extend up to five lakh rupees, as per Section 11(3) of the LLP Act.
Overview of the Incorporation Procedure
The process of incorporating an LLP begins with the selection of two partners to be designated partners, who must apply for and obtain a Director Identification Number (DIN) from the Central Government. This is done by applying electronically and following up with the required physical forms. The designated partners must also obtain a Class II or higher Digital Signature Certificate (DSC) from a Certification Agency. They must register their DIN and DSC with the LLP system. The next step is to check name availability on the designated government portal. An application for the reservation of the LLP’s name can be made using the RUN-LLP form or along with the incorporation document using Form FiLLiP. Once the name is reserved, Form FiLLiP must be completed, digitally signed by a designated partner and a professional such as an advocate or practicing Chartered Accountant, Company Secretary, or Cost Accountant, and then uploaded with the prescribed fees. Upon approval, the Registrar of Companies will incorporate the LLP and issue a Certificate of Registration in Form No. 16. After incorporation, Form 3, containing details of the LLP Agreement, and Form 4, containing details of the appointment of partners or designated partners, must be filed electronically. These details can be submitted either with Form FiLLiP or within thirty days of incorporation. If these are not submitted within thirty days, additional fees will apply. The original stamped LLP Agreement must also be sent, after which the LLP is ready to commence business.
Name of LLP
The first step in forming an LLP is obtaining approval for its name, followed by filing the necessary documents for incorporation. The name of the LLP must end with either the words “Limited Liability Partnership” or the acronym “LLP,” as mandated by Section 15(1) of the LLP Act. The name should be unique and must not be identical or too closely resemble the name of any other entity or registered trademark. It should also not be undesirable or offensive as per the guidelines in Section 15(2) of the LLP Act, 2008.
Reservation of Name of LLP
The name must be reserved from the Registrar of Companies (ROC) under Section 16 of the LLP Act by applying the prescribed form RUN-LLP (Reserve Unique Name – LLP) along with the prescribed fees. Alternatively, the name reservation application can be submitted simultaneously with the incorporation document in Form FiLLiP. When an application for name reservation is received and the fee is paid, the Registrar may reserve the name for three months, provided that the name is not rejected on any grounds specified under Section 15(2) of the LLP Act. The ROC will communicate the name reservation decision within seven days. If the suggested name is rejected, the applicant will have an opportunity to rectify defects within fifteen days.
Criteria for Approval of Name
The LLP name must not violate the Emblems and Names (Prevention of Improper Use) Act, 1950. It must not be offensive, misleading, or too similar to an existing LLP, company, or registered trademark. Names that imply association with government authorities or contain words such as Cooperative, National, Union, Central, Federal, Republic, President, Rashtrapati, Consulate, Municipal, Panchayat, local authority, and others are generally not permitted. Names including regulated professions or businesses like Bank, Insurance, Company Secretary, Chartered Accountant, Advocate, and similar require prior approval from the relevant regulatory authority before incorporation.
Additional Restrictions on LLP Names
Certain words and phrases are specifically prohibited or restricted without proper approval. For example, names including “British India” or any that imply government affiliation or local authority connections are not allowed. Names that differ only by the inclusion of a place name in brackets or resemble existing LLPs or trademarks are subject to rejection unless a no-objection certificate (NOC) is obtained from the concerned entity. The use of foreign country names such as French, British, or German is allowed only if there is a genuine collaboration or connection.
Approval Process for Names with Professional or Regulatory Words
If the proposed LLP name contains words indicative of regulated professions such as Company Secretary, Chartered Accountant, Advocate, or similar, approval must be obtained from the governing council or regulatory authority. This approval must be secured either at the time of incorporation or during a name change application.
Change of Name
An LLP may change its registered name by filing a notice with the Registrar of Companies in the prescribed form and manner and by paying the prescribed fees, according to Section 19 of the LLP Act. The proposed new name must be reserved before the change. Changes in the LLP name require the consent of all partners, or as per the procedure in the LLP agreement if such procedure exists. The Registrar will issue a fresh certificate of incorporation reflecting the new name, which becomes effective from the date of issuance.
Application for Change of Name Due to Similarity
If an LLP is incorporated with a name or trademark that is similar or too closely resembles an existing LLP, company, or registered trademark, the affected party can apply to the Regional Director to direct the subsequent LLP to change its name. This application must be made within three years from the date of incorporation if it concerns a registered trademark.
Criteria for Approval othe f the Name of an LLP
When approving a name for an LLP, several principles are considered. The name must not be identical or too similar to that of an existing registered company or LLP. It should not be undesirable as determined by the Central Government. Offensive names or those suggesting unlawful activity are strictly prohibited. The name must comply with the Emblems and Names (Prevention of Improper Use) Act, 1950, which prohibits the use of names related to international organizations, government entities, national symbols, and other protected titles and emblems. This act also forbids the use of logos or emblems of such organizations.
Misleading names are not permitted. For instance, certain words such as “Corporation,” “International,” or “Global” are allowed only if the company has a minimum authorized capital. Abbreviated names are generally not allowed for new companies, but may be permitted for established entities that are well-known by their abbreviation. Names starting with lowercase letters or containing numeric characters may be allowed if justified. Standalone generic names are typically not permitted and must be combined with a proper noun.
Names containing terms like “Bank,” “Trust,” “Investment,” or “Insurance” require specific approval from the relevant regulatory authorities. The insurance sector, being opened to the private sector, permits the use of the word “insurance” or related terms only after consultation with regulatory bodies. Names implying mutual fund status are allowed only if the entity is actually a mutual fund.
If an LLP intends to reflect a software business in its name, it must derive a substantial portion of its income from software activities to be eligible for such a name.
Obtaining Consent for Using Group Names in LLP Names
If an LLP intends to use a group name, such as “Kirloskar,” “Birla,” or “Tata,” it is standard practice for the Registrar of Companies to require a no-objection certificate (NOC) from other group companies. Legal precedents have established that using a group name without permission can lead to passing off actions and injunctions, especially if the name is well-known and associated with a particular group. However, family names may sometimes be allowed for use by different family members under specific circumstances.
Free Name Search Facility
A free name search facility is available on the government portal that allows applicants to check existing company and LLP names. This helps to avoid selecting names that closely resemble or duplicate existing registered entities.
Filing Form RUN-LLP for Reservation of Name
When applying for name reservation through Form RUN-LLP, several details must be provided. The application can be digitally signed by an individual partner or nominee of a corporate partner. While it is advisable to have a Director Identification Number (DIN) at this stage, it is not mandatory for submission. The form requires detailed information about the applicant, including full name, occupation, address, email, and contact details.
Details of two proposed designated partners must be provided, including at least one resident of India. If the signatory is a nominee of a corporate partner, a copy of the corporate resolution appointing the nominee must be attached. Additional details related to the state of incorporation, approval from authorities where applicable, and the monetary value of the contribution must also be included. Applicants are advised to propose six names in order of preference, ensuring that the name ends with “LLP.” Keywords or coined words in the proposed names should be explained, and if the name relates to a registered or applied trademark, relevant documents must be submitted.
Enclosures to Form RUN-LLP
Applications for name reservation must include necessary documents such as a no-objection certificate if the name involves a group name, trademark registration or application if applicable, and any in-principle approval from appropriate authorities when required.
Change of Name
Any limited liability partnership may change its registered name by filing a notice of such change with the Registrar in the prescribed form and manner and upon payment of the prescribed fees, according to Section 19 of the LLP Act. The proposed new name must first be reserved with the Registrar of Companies. The change of name must be carried out according to the procedure specified in the LLP agreement or, if no procedure exists, with the consent of all partners. The notice of change must be filed in Form 5 within thirty days of the decision, along with the prescribed fees. The Registrar will then issue a fresh certificate of incorporation reflecting the new name, and the change will be effective from the date of issuance.
Application for Change of Name Due to Similarity
It is possible, despite the safeguards in place during the incorporation process, that a Limited Liability Partnership (LLP) may be registered with a name or trademark that is deceptively similar or too closely resembles that of another existing LLP, company, or registered proprietor. Such similarities can lead to market confusion, potential loss of goodwill, and disputes between the affected entities. The law recognizes these risks and has built in remedial provisions to address such situations.
Under Rule 19(1) of the LLP Rules, an aggrieved LLP, company, or proprietor may file an application before the Regional Director seeking an order that directs the subsequently registered LLP to change its name. This provision is intended to protect legitimate business interests, prevent misrepresentation, and uphold the integrity of registered names and trademarks in the commercial ecosystem. Importantly, in cases where the dispute concerns a registered trademark, the application must be made within three years from the date of the infringing LLP’s incorporation. This time-bound limitation underscores the need for vigilant monitoring by rights holders.
The process typically begins with the aggrieved party gathering evidence to demonstrate the similarity between the names or marks and the likelihood of confusion among the public. This evidence may include proof of trademark registration, prior use of the name, evidence of established market reputation, and instances where customers or stakeholders have been misled. The complaint must clearly show that the subsequent LLP’s name is not only similar in appearance or sound but also likely to create an association with the complainant’s business in the minds of ordinary consumers.
Upon receiving the application, the Regional Director examines the merits of the case, considering factors such as the nature of the businesses involved, the degree of resemblance between the names or marks, and the likelihood of confusion in the relevant market segment. If satisfied that the complaint is valid, the Regional Director may issue a written order requiring the subsequent LLP to change its name within a stipulated time, usually three months. Failure to comply with this directive can attract penalties and further legal action, including the possibility of the Registrar suo moto striking off the non-compliant name from the records.
From a preventive standpoint, entrepreneurs and LLP promoters are advised to conduct thorough name availability searches, including trademark database checks, before applying for incorporation. This reduces the risk of future disputes and the costs associated with rebranding. Legal consultation during the early stages of business setup can also help ensure compliance with naming regulations, safeguarding the LLP’s identity and reputation in the marketplace.
Legal Precedents on Use of Names
Several court rulings have clarified the principles governing the use of names, especially in the context of business, branding, and intellectual property protection. The jurisprudence in this area reflects a delicate balance between safeguarding commercial goodwill and respecting individual rights to use their own personal or family names. Courts have consistently held that the use of a well-known group name, trademark, or trade name without proper authorization amounts to infringement. In such cases, judicial intervention through injunctions has been a common remedy, aimed at preventing ongoing harm to the established brand and protecting consumers from deception.
For instance, where a business name has acquired distinctiveness through long-standing use and significant market presence, courts have recognized it as part of the company’s valuable goodwill. Any unauthorized use by another party—especially in the same or a related line of business—has been treated as an attempt to ride on the reputation of the original owner. In these situations, the court’s primary concern has been to prevent consumer confusion, protect the integrity of the marketplace, and uphold fair competition principles.
However, the law also recognizes that personal or family names have a legitimate place in commercial use, provided such use is honest and not intended to mislead the public. For example, if two individuals from the same extended family operate businesses under their shared surname, courts may allow concurrent use, but often with conditions to minimize the possibility of confusion. These conditions could include altering the logo, adding distinguishing descriptors, or operating in clearly different markets. The deciding factor is usually the presence or absence of “passing off” — a legal term referring to the misrepresentation of goods or services as those of another business.
A notable principle emerging from case law is that even where the name being used is technically a personal or family name, if it has acquired a “secondary meaning” associated with a specific business, its unauthorized commercial use can still be restrained. This doctrine helps ensure that established brands are not diluted or unfairly exploited by others who may share the name but lack the same commercial identity.
Courts have further emphasized the need for businesses to be proactive in protecting their names. Registration of trade names, consistent branding, and prompt legal action against infringers all strengthen a company’s ability to defend its rights. Ultimately, these rulings underscore that while the law respects both personal identity and business enterprise, the overriding goal is to prevent public deception, safeguard market integrity, and preserve the economic value that names can carry in commerce.
Conclusion
A Limited Liability Partnership (LLP) is a relatively modern business structure that has gained popularity in many jurisdictions, including India, due to its hybrid nature. It combines the internal flexibility and tax efficiency of a traditional partnership with the separate legal entity status and limited liability protection that are characteristic of companies. This makes it particularly attractive to entrepreneurs, consultants, law firms, accountancy practices, and small to medium enterprises that want the benefits of collaboration without the exposure of personal assets to business debts.
Incorporating an LLP involves a series of procedural steps laid out under the Limited Liability Partnership Act, 2008, and the rules framed thereunder. The first step generally requires selecting and reserving a unique and distinguishable name that does not conflict with any existing company, LLP, or registered trademark. Authorities often apply a strict similarity check to avoid consumer confusion and potential disputes over intellectual property. Entrepreneurs are advised to conduct their preliminary searches and, if necessary, seek legal advice before submission.
Following name approval, the incorporation process requires filing an incorporation document, commonly referred to as Form FiLLiP in India, through the designated online portal. This document must contain details such as the name of the LLP, proposed business activities, address of the registered office, particulars of all partners and designated partners, and proof of their identity and address. Designated partners, who are responsible for regulatory compliance, must also obtain a Digital Signature Certificate (DSC) and a Designated Partner Identification Number (DPIN).
The law provides clear safeguards to prevent misuse of the LLP structure, such as penalties for furnishing false statements, failure to comply with ongoing disclosure obligations, or using a name that is deceptively similar to an existing entity. This legal framework ensures that LLPs operate transparently, maintain accurate records, and uphold market confidence. Additionally, LLPs are required to maintain a registered office where official communications can be sent and to keep statutory records, such as a register of partners, available for inspection.
One of the biggest advantages of an LLP is that the liability of each partner is limited to the amount they have agreed to contribute, meaning personal assets are generally shielded from the business’s liabilities. This limited liability does not protect against fraudulent acts or wrongful trading, ensuring that ethical standards remain a core requirement.
For professional service providers, LLPs offer a balanced platform: partners can directly manage the business without the rigid formalities of a corporation, while still enjoying the credibility that comes from being a registered legal entity. This dual benefit makes LLPs a preferred choice for ventures aiming for growth, professionalism, and legal protection in today’s competitive environment.