This is a page about a provision that no longer exists. Section 18 of the Limited Liability Partnership Act, 2008 — headed "Application for direction to change name in certain circumstances" — was omitted with effect from 1 April 2022. Any entity with a similar name could once apply to the Registrar for a direction against an LLP. That route is gone.
What replaced it is narrower in one respect and wider in another. Section 17 was substituted at the same time and now permits an application by the proprietor of a registered trade mark, within three years rather than the earlier twenty-four months. So a business relying on a registered mark has longer to act; a business relying only on prior use of an unregistered name has lost its statutory application altogether.
N D Savla & Associates advises on LLP name objections and rectification for clients across Mumbai, Navi Mumbai, Thane, Panvel and Goa — acting for trade mark proprietors bringing an application, and for LLPs that have received a direction and must respond within three months. Where the answer is simply to adopt a new name, we run the name change process rather than contest a case that cannot be won.
What Changed on 1 April 2022?
The Limited Liability Partnership (Amendment) Act, 2021 was notified in August 2021 and brought into force from 1 April 2022. Among a wide set of changes, it substituted Section 17 entirely and omitted Section 18.
| Position | Until 31 March 2022 | From 1 April 2022 |
|---|
| Provision | Section 17 (change of name) and Section 18 (application for direction) | Section 17 (rectification of name); Section 18 omitted |
| Who may apply | Any entity already having a similar name | A proprietor of a registered trade mark |
| Time limit to apply | Twenty-four months from registration under that name | Three years from incorporation, registration or change of name |
| Time to comply with a direction | As directed | Three months from the date of the direction |
| Consequence of non-compliance | Penalty provisions | Central Government may allot a new name under Section 17(3) |
| Filing after the change | Notice of change | Notice within fifteen days with the order; LLP agreement amended within thirty days of the amended certificate |
A great deal of published material, and a number of professional websites, still describe the Section 18 application route as though it were available. It is not. An objection prepared on that basis will be rejected, and the three-year window under Section 17 may expire while it is being pursued.
What Are the Grounds for Rectification?
Section 17 applies where an LLP, on its first registration or on registration by a new name, is registered by a name which is identical with or too nearly resembles:
- That of any other limited liability partnership or a company; or
- A registered trade mark of a proprietor under the Trade Marks Act, 1999, and is likely to be mistaken for it
The words "through inadvertence or otherwise" matter. The provision does not require the LLP to have acted deliberately — an LLP that registered a name in complete good faith, unaware of an existing mark, is equally within the section. That is a reason for anyone incorporating an LLP to search the trade mark register as well as the name register, because clearing the LLP registration name check does not clear the trade mark position.
The power is conferred on the Central Government and has been delegated to Regional Directors. Correspondence, the direction itself and any appeal therefore proceed through the Regional Director for the region in which the LLP’s registered office is situated.
How Did LLP Name Regulation Develop?
Name regulation in Indian corporate law has moved steadily from a registry-based test to a trade mark-based one, and the 2022 amendment completed that shift for LLPs.
The original design treated names as a registry problem. The question was whether a proposed name was identical with or too nearly resembled a name already on the register of companies, and the register was the authority. That worked while the register was the principal record of who was trading under what name, and it fitted a period when a business’s legal name and its brand were usually the same thing.
The Limited Liability Partnership Act, 2008 imported this framework. Section 15 governed what names could be reserved and registered, Section 17 allowed the Central Government to direct a change where a name had been registered that should not have been, and Section 18 gave any entity with a similar name a route to apply for such a direction within twenty-four months of the LLP’s registration under that name. The structure mirrored the corresponding provisions of company law at the time.
Two developments made that design inadequate. Brands and legal names diverged — businesses trade under marks that have nothing to do with their registered name, and protect them through the Trade Marks Act, 1999 rather than through the companies register. And the volume of registrations grew to a point where the registry test, applied to hundreds of thousands of entities, produced both false positives and genuine conflicts that the registry could not see because one side of the conflict was a mark rather than a registered entity.
The Companies Act, 2013 addressed this on the company side, giving the Central Government power to direct a name change where a name was identical with or too nearly resembled a registered trade mark, on application by the proprietor of that mark within a defined period. The LLP framework was left behind, still operating the 2008 structure, until the Limited Liability Partnership (Amendment) Act, 2021 aligned it. Section 17 was substituted to bring registered trade marks expressly within the grounds and to give the proprietor a three-year application window; Section 18, with its broader but shorter twenty-four month route for any similar entity, was omitted as redundant.
The 2021 Act also supplied a consequence that had been missing. Previously an LLP that ignored a direction faced penalty provisions but kept its name. New Section 17(3) empowers the Central Government to allot a name itself, and Rule 19A of the Limited Liability Partnership Rules, 2009, inserted by the Limited Liability Partnership (Amendment) Rules, 2022, prescribes its construction using the letters ORDNC — Order of Regional Director Not Complied — with the Registrar issuing a fresh certificate of incorporation in Form 16A. The same amendment rules inserted the adjudication and appeal machinery in Rules 37A to 37D, giving an LLP a route to appeal to the Regional Director.
The direction of travel is clear and it favours registered rights. A business that trades under a distinctive name and has not registered it as a trade mark now has materially weaker protection against an LLP adopting something similar than it did before 2022 — which is an argument for registration rather than a reason to complain about the amendment.
How Does an Application or a Response Work — Step by Step?
- Establish which side you are on and whether the route exists. A registered trade mark proprietor has a statutory application under Section 17 within three years. An entity relying on an unregistered name does not, and its remedy lies in passing off proceedings before a civil court rather than before the Regional Director. Corporate law advice at this point saves an application that will be rejected on maintainability.
- Verify the registration and compute the limitation. For the applicant: confirm the trade mark registration is subsisting and in the proprietor’s name, and compute three years from the LLP’s incorporation, registration or change of name under the objected name. For the LLP: check whether the application is in time, because an out-of-time application is answerable on that ground alone.
- Assess similarity honestly. Identical or too nearly resembling, and likely to be mistaken for it. Compare the marks as wholes, in the fields in which each is used, and consider whether ordinary customers would actually confuse them. A weak similarity case pursued to a hearing costs both sides more than it recovers.
- Prepare and file Form 23 with evidence. The application sets out the registration particulars, the LLP objected to, the grounds and the material relied on — registration certificate, evidence of use and reputation, and any instances of actual confusion. Verify first that the mark is subsisting and correctly recorded against the proprietor on the register maintained by the Office of the Controller General of Patents, Designs and Trade Marks, since a lapsed or wrongly recorded registration defeats the application at the threshold. The application itself is filed on the MCA portal and proceeds before the Regional Director.
- Respond substantively if you are the LLP. Maintainability, limitation, dissimilarity, difference in field of activity, and any independent right the LLP has in the name. Where the case against the LLP is strong, changing the name voluntarily at this stage is faster and cheaper than defending, and avoids the Section 17(3) outcome entirely.
- Comply within three months of any direction. The LLP must change its name within three months of the direction. Pass the partner resolution, obtain name availability, file the notice of change with the Registrar within fifteen days together with the order, and amend the name in the LLP agreement within thirty days of the amended certificate of incorporation.
- Update everything downstream. GST, income tax records, bank accounts, licences, contracts, letterhead, invoices and the name board at the registered office. Where the LLP has also moved premises, running the address change and the name change together avoids doing the same downstream work twice.
- Consider an appeal where the direction is wrong. Rules 37A to 37D provide for appeal to the Regional Director against orders of an adjudicating officer, and an LLP with a genuine answer should take advice on the route available to it rather than simply complying. Where the underlying dispute is really a commercial one about brand rights, it may belong in civil or tribunal proceedings rather than in a rectification application.
If the LLP fails to change its name within three months, the Central Government may allot one under Section 17(3). Rule 19A constructs that name using the letters ORDNC — Order of Regional Director Not Complied — and the Registrar issues a fresh certificate in Form 16A. The LLP then trades under a name that publicly announces its own default, on every invoice, contract and letterhead.
Who Is Affected?
Trade mark proprietors
A registered proprietor who finds an LLP trading under a confusingly similar name has three years to apply. Businesses that monitor the trade marks register but not the LLP register frequently discover the problem late. Where the mark is unregistered, this route is unavailable, which is a strong practical argument for registering marks that matter. The parallel company name direction route operates separately under the Companies Act.
LLPs that adopted a name in good faith
The provision applies whether the resemblance arose through inadvertence or otherwise, so good faith is not an answer. LLPs incorporated years ago under a name that has since become contentious are exposed for three years from registration, and those that change their name restart that clock on the new name.
Businesses relying on unregistered names
The omission of Section 18 removed their statutory application. What remains is passing off before a civil court, which is slower and more expensive but which does not depend on registration and is not limited to three years. Understanding that the forum has changed is the practical point.
New LLPs at the incorporation stage
The cheapest time to deal with this is before registration. A name cleared against the register of companies and LLPs has not been cleared against the trade marks register, and the two searches are different. Building a trade mark search into LLP incorporation costs very little against the expense of rebranding two years later.
Why Choose N D Savla & Associates?
- We work to the provision that is actually in force — Section 18 was omitted on 1 April 2022 and a good deal of published guidance has not caught up. An application prepared under it fails on maintainability, and the three-year window under Section 17 may lapse in the meantime.
- Maintainability and limitation tested first — Whether the applicant holds a registered mark, and whether the three years have run, decide the matter before similarity is even reached. Establishing both at the outset avoids a rejected application or an unnecessary defence.
- We advise when to change rather than fight — Where the case against an LLP is strong, changing the name voluntarily is faster and considerably cheaper than defending and then complying. The Section 17(3) outcome is one nobody should reach.
- The change carried through to completion — A direction is complied with by changing the name, filing within fifteen days, amending the agreement within thirty days and updating every downstream registration. Stopping at the MCA filing leaves the LLP contracting under a name its own records no longer reflect.
- Six offices across Maharashtra and Goa — Andheri, Charni Road, Vashi, Thane, New Panvel and Panaji. Name change work needs partner resolutions, stamped supplementary agreements and updates across banks and licences, and having people locally is what compresses a three-month compliance window.
Frequently Asked Questions on LLP Name Directions
Can any business with a similar name apply for a direction against an LLP?
No, not any more. Section 18 of the Limited Liability Partnership Act, 2008 allowed any entity with a similar name to apply to the Registrar for a direction, and it was omitted with effect from 1 April 2022 by the Limited Liability Partnership (Amendment) Act, 2021. The application route that survives is narrower: under the substituted Section 17, a proprietor of a registered trade mark may apply. An entity relying only on an unregistered name or on prior use no longer has a statutory application route, though the Central Government may still act of its own motion.
What does Section 17 provide now?
Where an LLP, on first registration or on registration by a new name, is registered by a name identical with or too nearly resembling that of another LLP or a company, or a registered trade mark of a proprietor under the Trade Marks Act, 1999, the Central Government may direct the LLP to change its name. The LLP must comply within three months of the direction. Notice of the change is filed with the Registrar within fifteen days along with the order, and the name in the LLP agreement must be changed within thirty days of the amended certificate of incorporation.
What is the time limit for a trade mark proprietor to apply?
Three years from the date of incorporation, registration or change of name of the limited liability partnership under the Act. This replaced the earlier position under the omitted Section 18, which allowed only twenty-four months from the date of registration under the objected name. The window is therefore longer than it was, but it is confined to registered trade mark proprietors. The application is made in Form 23.
What happens if the LLP ignores the direction?
Section 17(3) allows the Central Government to allot a new name to the LLP itself. Rule 19A of the Limited Liability Partnership Rules, 2009, inserted by the 2022 amendment rules, prescribes how that name is constructed — it incorporates the letters ORDNC, standing for Order of Regional Director Not Complied, together with identifying elements. The Registrar records the new name and issues a fresh certificate of incorporation in Form 16A. The LLP is then trading under a name that publicly records its non-compliance.
Who exercises the power — the Central Government or the Registrar?
The power under Section 17 is conferred on the Central Government, and it has been delegated to Regional Directors by notification issued in February 2022 under the delegation provision of the Companies Act, 2013. In practice, therefore, the direction is issued by the Regional Director for the region in which the LLP’s registered office is situated, and correspondence and any appeal proceed on that footing.
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