Entire Act

PART 3: NAMES AND CHANGE OF NAMES

13. Name of Limited Liability Partnership

(1) The name of a Limited Liability Partnership must appear in legible characters on the partnership’s seal.

(2) A Limited Liability Partnership must use only its registered name and must ensure that, whenever it uses its name, its name includes the words ‘Limited Liability Partnership’. However, the Limited Liability Partnership may abbreviate the words ‘Limited Liability Partnership’ in its name to ‘LLP’.

(3) Contravention of this section is punishable by a fine.

14. Change of Limited Liability Partnership’s name

(1) The members of a Limited Liability Partnership may agree to change the partnership’s name, but must not change the name to a name that is not acceptable to the Registrar.

(2) If a Limited Liability Partnership changes its name under this section, the Registrar of Companies must register the new name in place of the former name, and issue a certificate of name change showing the former and new names of the partnership.

(3) The change of name takes effect on the day the Registrar of Companies issues the certificate of name change.

(4) The change of name does not:

  • (a) affect any rights or obligations of the Limited Liability Partnership; or
  • (b) render defective any legal proceedings by or against it.

(5) Any legal proceedings that could have been commenced or continued against the Limited Liability Partnership under its former name may be commenced or continued against it under its new name.

(6) If a Limited Liability Partnership changes its name under this section, it must amend its partnership agreement to reflect the change within 30 days after the day the Registrar of Companies issues the certificate of name change or, if the Registrar allows a longer period, the longer period.

(7) If, in the opinion of the Registrar of Companies, the name by which a Limited Liability Partnership is registered is, has become, or is reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of a Company or another Limited Liability Partnership), or otherwise undesirable, the Registrar may direct the partnership to change it.

(8) The Registrar of Companies must comply with the Decision-making Procedures in deciding whether to give a direction under subsection (7).

(9) A Limited Liability Partnership must comply with a direction given to it by the Registrar of Companies under subsection (7) within 30 days after the date specified in the direction unless the Registrar allows a longer period to comply with the direction.

(10) If a Limited Liability Partnership changes its name under this section, it must amend the partnership agreement to reflect the changed name.

(11) Contravention of subsection (1), (6), (9) or (10) is punishable by a fine.