TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-13
Limited Partnerships

SECTION 7-13-2


§ 7-13-2 Name.

(a) The name of each limited partnership as presented in its certificate of limited partnership:

(1) Shall contain the words "limited partnership," or the abbreviation "L.P." or "LP";

(2) May not contain the name of a limited partner unless

(i) It is also the name of a general partner or the corporate name of a corporate general partner, or

(ii) The business of the limited partnership had been carried on under that name before the admission of that limited partner;

(3) Shall be distinguishable upon the records of the secretary of state from the name of any corporation, nonbusiness corporation or other association, domestic or foreign limited liability company, limited partnership organized under the laws of, or registered or qualified to do business in this state or any name which is filed, reserved or registered under this title or as permitted by the laws of this state, subject to the following:

(i) This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and

(ii) The name may be the same as the name of a corporation, nonbusiness corporation or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from the date of the revocation.

(iii) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(iv) The secretary of state shall promulgate rules and regulations defining the term "distinguishable upon the record" for the administration of this chapter.

(b)(1) Any domestic or foreign limited partnership formed under the laws of, or registered to do business in this state may transact business in this state under a fictitious name provided that it files a fictitious business name statement in accordance with this subsection prior to the time it commences to conduct business under the fictitious name.

(2) A fictitious business name statement shall be filed with the secretary of state, and shall be executed, in the case of a domestic limited partnership, by an authorized person and, in the case of a foreign limited partnership, by a person with authority to do so under the laws of the state or other jurisdiction of its formation, and shall state:

(i) The fictitious business name to be used; and

(ii) The name of the applicant limited partnership or foreign limited partnership, and the state and date of its formation.

(3) The fictitious business name statement expires upon the filing of a statement of abandonment of use of a fictitious business name registered in accordance with this subsection or upon the dissolution of the domestic limited partnership or the cancellation of registration of the foreign limited partnership.

(4) The statement of abandonment of use of a fictitious business name under this subsection shall be filed with the secretary of state, shall be executed in the same manner provided in subdivision (2) and shall state:

(i) The fictitious business name being abandoned;

(ii) The date on which the original fictitious business name statement being abandoned was filed; and

(iii) The information presented in subdivision (2)(ii) of subsection (b).

(5) No domestic or foreign limited partnership transacting business under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of the state until a fictitious business name statement has been filed in accordance with this section.

(6) No domestic or foreign limited partnership may be permitted to transact business under a fictitious business name pursuant to this section which is the same as the name of any corporation, nonbusiness corporation or other association, domestic or foreign limited partnership or domestic or foreign limited liability company organized under the laws of, or registered or qualified to do business in this state or any name which is filed, reserved or registered under this title or as permitted by the laws of this state, subject to the following:

(i) This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and

(ii) The name may be the same as the name of a corporation, nonbusiness corporation or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law and the revocation has not been withdrawn within one year from the date or revocation.

(iii) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(iv) The secretary of state shall promulgate rules and regulations defining the term "distinguishable upon the record" for the administration of this chapter.

History of Section.
(P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1; P.L. 1997, ch. 188, § 4; P.L. 2005, ch. 36, § 8; P.L. 2005, ch. 72, § 8; P.L. 2011, ch. 54, § 4; P.L. 2011, ch. 60, § 4; P.L. 2015, ch. 80, § 2; P.L. 2015, ch. 88, § 2.)