35-12-505. Name. (1) The name of a limited partnership may contain the name of any partner.

(2) The name of each limited partnership that is not a limited liability partnership must contain the phrase "limited partnership" or the abbreviation "l.p." or "lp" and may not contain the phrase "limited liability limited partnership" or the abbreviation "l.l.l.p." or "lllp".

(3) The name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "l.l.l.p." or "lllp" and may not contain the abbreviation "l.p."or "lp".

(4) Unless authorized by subsection (5), the name of a limited partnership must be distinguishable in the records of the secretary of state from:

(a) the name of each person other than an individual incorporated, organized, or authorized to transact business in this state; and

(b) each name reserved under Title 30, chapter 13, part 2, or 35-12-506.

(5) A limited partnership may apply to the secretary of state for authorization to use a name that does not comply with subsection (4). The secretary of state shall authorize use of the name applied for if, as to each conflicting name:

(a) the present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the secretary of state to change the conflicting name to a name that complies with subsection (4) and that is distinguishable in the records of the secretary of state from the name applied for;

(b) the applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use in this state the name applied for; or

(c) the applicant delivers to the secretary of state proof satisfactory to the secretary of state that the present user, registrant, or owner of the conflicting name:

(i) has merged into the applicant;

(ii) has been converted into the applicant; or

(iii) has transferred substantially all of its assets, including the conflicting name, to the applicant.

(6) Subject to 35-12-1312, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.

History: En. Sec. 5, Ch. 522, L. 1981; amd. Sec. 88, Ch. 120, L. 1993; amd. Sec. 5, Ch. 268, L. 1997; amd. Sec. 22, Ch. 229, L. 1999; amd. Sec. 8, Ch. 27, L. 2001; amd. Sec. 4, Ch. 216, L. 2011.