§ 7-13-2 - Name.
SECTION 7-13-2
§ 7-13-2 Name. – (a) The name of each limited partnership as presented in its certificate oflimited partnership:
(1) Shall contain the words "limited partnership," or theletters and punctuation "L.P.";
(2) May not contain the name of a limited partner unless
(i) It is also the name of a general partner or the corporatename of a corporate general partner, or
(ii) The business of the limited partnership had been carriedon under that name before the admission of that limited partner;
(3) Shall be distinguishable upon the records of thesecretary of state from the name of any corporation, nonbusiness corporation orother association, domestic or foreign limited liability company, limitedpartnership organized under the laws of, or registered or qualified to dobusiness in this state or any name which is filed, reserved or registered underthis title or as permitted by the laws of this state, subject to the following:
(i) This provision does not apply if the applicant files withthe secretary of state a certified copy of a final decree of a court ofcompetent jurisdiction establishing the prior right of the applicant to the useof the 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a corporation,nonbusiness corporation or other association the certificate of incorporationor organization of which has been revoked by the secretary of state aspermitted by law, and the revocation has not been withdrawn within one yearfrom the date of the revocation.
(b) Any domestic or foreign limited partnership formed underthe laws of, or registered to do business in this state may transact businessin this state under a fictitious name provided that it files a fictitiousbusiness name statement in accordance with this subsection prior to the time itcommences to conduct business under the fictitious name.
(2) A fictitious business name statement shall be filed withthe secretary of state, and shall be executed, in the case of a domesticlimited partnership, by an authorized person and, in the case of a foreignlimited partnership, by a person with authority to do so under the laws of thestate 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 foreignlimited partnership, and the state and date of its formation.
(3) The fictitious business name statement expires upon thefiling of a statement of abandonment of use of a fictitious business nameregistered in accordance with this subsection or upon the dissolution of thedomestic limited partnership or the cancellation of registration of the foreignlimited partnership.
(4) The statement of abandonment of use of a fictitiousbusiness name under this subsection shall be filed with the secretary of state,shall be executed in the same manner provided in subdivision (2) and shallstate:
(i) The fictitious business name being abandoned;
(ii) The date on which the original fictitious business namestatement being abandoned was filed; and
(iii) The information presented in subdivision (2)(ii) ofsubsection (b).
(5) No domestic or foreign limited partnership transactingbusiness under a fictitious business name contrary to the provisions of thissection, or its assignee, may maintain any action upon or on account of anycontract made, or transaction had, in the fictitious business name in any courtof the state until a fictitious business name statement has been filed inaccordance with this section.
(6) No domestic or foreign limited partnership may bepermitted to transact business under a fictitious business name pursuant tothis section which is the same as the name of any corporation, nonbusinesscorporation or other association, domestic or foreign limited partnership ordomestic or foreign limited liability company organized under the laws of, orregistered or qualified to do business in this state or any name which isfiled, reserved or registered under this title or as permitted by the laws ofthis state, subject to the following:
(i) This provision does not apply if the applicant files withthe secretary of state a certified copy of a final decree of a court ofcompetent jurisdiction establishing the prior right of the applicant to the useof 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 incorporationor organization of which has been revoked by the secretary of state aspermitted by law and the revocation has not been withdrawn within one year fromthe date or revocation.