Topic 25 Name of LLP Sections15to18

Module Overview

The name of an LLP is its commercial identity. Sections 15–21 of the LLP Act, 2008 contain a comprehensive framework governing permissible names, prohibited names, the obligation to include "LLP" in the name, publication of the name, and penalties for violations. This topic covers all aspects of LLP naming — one of the most practically tested subjects in examinations.

Section 15 — Name of LLP

"Every limited liability partnership shall have either the words "limited liability partnership" or the abbreviation "LLP" as the last word of its name."

Section 16(1) — Restricted Names

"An LLP shall not be registered by a name that, in the opinion of the Central Government: (a) is undesirable; (b) is identical with or too nearly resembles the name of any existing limited liability partnership or body corporate or a registered trade mark."

Prohibition

Basis

Example

"Undesirable" name

Section 16(1)(a) — Central Government opinion

Names offensive to public morality, national sentiment, religious groups; names suggesting government association without permission

Identical to existing LLP/company

Section 16(1)(b)

A new LLP cannot register as "Infosys LLP" — identical to the existing company

Too nearly resembles

Section 16(1)(b)

"Infosy5 LLP" or "lnfosys LLP" (visual lookalikes) are also prohibited

Identical to registered trademark

Section 16(1)(b)

Cannot register an LLP with a name identical to a registered trademark in the same sector

Section 17 — Change of Name

If an LLP, through inadvertence or otherwise, is registered with a name that contravenes Section 16 (identical to or too closely resembles an existing name), the Central Government may, within three years of registration, direct the LLP to change its name within three months. Non-compliance results in a penalty of Rs. 10,000 per day subject to a maximum of Rs. 5 lakhs.

Section 21 — Publication of Name and Limited Liability

"Every limited liability partnership shall ensure that its invoices, official correspondence and publications bear the following, namely:— (a) the name, address of its registered office and registration number of the limited liability partnership; and (b) a statement that it is registered with limited liability."

Scenario

Provision

Time Limit

Penalty for Non-Compliance

CG directs name change (Section 17)

Name conflicts with existing name — CG may direct change within 3 years

LLP must comply within 3 months of CG direction

Rs. 10,000/day; max Rs. 5 lakhs

Voluntary name change (Section 18)

LLP desires new name

File Form 5; await Registrar approval — no specific time limit

Penalty for non-intimation under general defaults

Name without "LLP" suffix (Section 15)

Breach of mandatory suffix requirement

Immediate on incorporation — not available; Registrar will reject

Rejection of incorporation application

Operating as "LLP" without registration (Section 22)

Fraudulent use of LLP designation

Immediate — no grace period

Rs. 50,000 minimum; up to Rs. 5 lakhs per person

⚖ Laxmi Engineering Works v. P.S.G. Industrial Institute (1995) 3 SCC 583

Held: The Supreme Court, while dealing with passing off and trademark disputes, held that the use of a name identical or deceptively similar to an established name causes confusion in the market and is actionable. This principle is directly incorporated into Section 16(1)(b) of the LLP Act — the prohibition on registering an LLP name that is identical or too nearly resembles an existing LLP, company, or trademark.

Principle: Trade identity protection — preventing confusion in the marketplace — is a core rationale behind Section 16's name restrictions.

📌 EXAM TIP: Name-related questions in exams: (1) "Under Section 15, every LLP name must end with ___." Answer: "LLP" or "Limited Liability Partnership." (2) "Under Section 16, a name that too nearly resembles a registered trademark cannot be used — True/False?" True. (3) "Within what period can the Central Government direct name change under Section 17?" Three years of registration. (4) "Penalty for operating under LLP name without registration (Section 22)?" Rs. 50,000 minimum to Rs. 5 lakhs.

✔ PRACTICAL NOTE: Before proposing an LLP name to a client, always: (1) Check MCA21 portal for identical/similar existing LLPs and companies; (2) Check Trade Marks Registry for conflicting registered trademarks; (3) Check that the name is not on the prohibited list (government departments, reserve words like "Bank," "Insurance," "National" without CG permission). A name conflict caught before filing is a minor inconvenience; one caught after incorporation is an expensive correction exercise.

Section

Key Rule

Section 15

Name must end with "LLP" or "Limited Liability Partnership"

Section 16(1)(a)

Cannot register an "undesirable" name (CG opinion)

Section 16(1)(b)

Cannot be identical to or too nearly resemble existing LLP/company/trademark

Section 17

CG may direct name change within 3 years; LLP must comply in 3 months; penalty: Rs. 10,000/day max Rs. 5 lakhs

Section 18

Voluntary name change via Form 5 — same LLP continues, new certificate issued

Section 21

All invoices and correspondence must state name, registered office, registration number, and "registered with limited liability"

Section 22

Using "LLP" without registration: Rs. 50,000 min – Rs. 5 lakhs per person