Section 45-10.2-10 - [See Note] Limited partnership name1. The name of each limited partnership as set forth in the certificate of limited partnership: a. Must be expressed in letters or characters used in the English language as those letters or characters appear in the American standard code for information interchange (ASCII) table.b. Must contain without abbreviation the words "limited partnership" or the abbreviation "L.P." or "LP", either of which abbreviations may be used interchangeably for all purposes authorized by this chapter, including real estate matters, contracts, and filings with the secretary of state.c. May contain the name of a partner.d. May not contain the word "corporation", "company", "incorporated", "limited liability company", "limited liability partnership", "limited liability limited partnership", or an abbreviation of these words.e. May not contain a word or phrase indicating or implying the limited partnership: (1) Is organized for a purpose other than: (a) A lawful purpose for which a limited partnership may be organized under this chapter; or(b) For a purpose stated in its certificate of limited partnership; or(2) May not be organized under this chapter.f. Must be distinguishable in the records of the secretary of state from: (1) The name, whether foreign and authorized to do business in this state or domestic, unless there is filed with the certificate of limited partnership a record in compliance with subsection 3, of:(a) Another limited partnership;(c) A limited liability company;(d) A limited liability partnership; or(e) A limited liability limited partnership;(2) A name the right to which is, at the time of the filing of the certificate of limited partnership, reserved in the manner provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05;(3) A fictitious name registered in the manner provided in chapter 45-11;(4) A trade name registered in the manner provided in chapter 47-25; or(5) A trademark or service mark registered in the manner provided in chapter 47-22.2. The secretary of state shall determine whether a limited partnership name is distinguishable in the secretary of state's records from another name for purposes of this chapter and may adopt rules reasonable or necessary for making these determinations.3. If the secretary of state determines a limited partnership name is indistinguishable in the secretary of state's records from another name for purposes of this chapter, the limited partnership name may not be used unless there is filed with the articles:a. The written consent of the holder of the registered trade name or the holder of the rights to the name to which the proposed name has been determined to be indistinguishable; orb. A certified copy of a judgment of a court in this state establishing the prior right of the applicant to the use of the name in this state.4. Subsection 3 does not affect the right of a limited partnership existing on the effective date of this chapter, or a foreign limited partnership authorized to do business in this state on that date, to continue the use of its name.5. This section and section 45-10.2-11 do not: a. Abrogate or limit: (1) The law of unfair competition or unfair practices;(3) The laws of the United States with respect to the right to acquire and protect copyrights, trade names, trademarks, service names, and service marks; or(4) Any other right to the exclusive use of names or symbols; orb. Derogate the common law or the principles of equity.6. A limited partnership that is the surviving organization in a merger with one or more organizations, or that acquires by sale, lease, or other disposition to or exchange with an organization all or substantially all of the assets of another organization including its name, may include in its name, subject to the requirements of subsection 1, the name of any of the organizations, if the other organization whose name is sought to be used: a. Was incorporated, organized, formed, or registered under the laws of this state;b. Is authorized to transact business or conduct activities in this state;c. Holds a reserved name in the manner provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05;d. Holds a fictitious name registered in the manner provided in chapter 45-11;e. Holds a trade name registered in the manner provided in chapter 47-25; orf. Holds a trademark or service mark registered in the manner provided in chapter 47-22.7. The use of a name by a limited partnership in violation of this section does not affect or vitiate its limited partnership existence. However, a court in this state may, upon application of the state or of an interested or affected person, enjoin the limited partnership from doing business under a name assumed in violation of this section, although its certificate of limited partnership may have been filed with the secretary of state.8. A limited partnership whose period of existence has expired or that is involuntarily dissolved by the secretary of state as provided in section 45-10.2-108 or 45-10.2-108.1 may reacquire the right to use that name by refiling a certificate of limited partnership pursuant to section 45-10.2-23 unless the name has been adopted for use or reserved by another person, in which case the filing will be rejected unless the filing is accompanied by a written consent or judgment pursuant to subsection 3. A limited partnership that cannot reacquire the use of its limited partnership name shall adopt a new limited partnership name that complies with this section by refiling a certificate of limited partnership as provided in section 45-10.2-23; by amending its certificate of limited partnership as provided in section 45-10.2-24; or by reinstating the limited partnership pursuant to section 45-10.2-108. If the new limited partnership name has been adopted for use or reserved by another person, the filing will be rejected unless the filing is accompanied by a written consent or judgment as provided in subsection 3.9. Subject to section 45-10.2-78, this section applies to a 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.10. A limited partnership filing its certificate of limited partnership with an effective date later than the date of filing as provided in subsection 3 of section 45-10.2-27 shall maintain the right to the name until the effective date.Amended by S.L. 2019 , ch. 93( HB 1127 ), § 9, eff. upon receipt by the legislative council of certification by secretary of state attesting that all necessary administrative rules and information technology components and systems are ready for implementation of this Act.Amended by S.L. 2015, ch. 87 (HB 1136),§ 28, eff. 7/1/2015.Amended by S.L. 2015, ch. 87 (HB 1136),§ 27, eff. 7/1/2015.Amended by S.L. 2011 , ch. 87( SB 2174 ), § 63, eff. 7/1/2011.This section is set out more than once due to postponed, multiple, or conflicting amendments.