61-1-1003 - Name.
61-1-1003. Name.
(a) A registered limited liability partnership or foreign registered limited liability partnership name must contain the words registered limited liability partnership, or the abbreviation L.L.P. or LLP or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, that in the case of a foreign registered limited liability partnership, the name may contain, in lieu of the foregoing, the designations allowed by the jurisdiction in which the foreign registered limited liability partnership was registered.
(b) Except as authorized by subsection (c), a registered limited liability partnership name must be distinguishable upon the records of the secretary of state from:
(1) The name of a registered limited liability partnership or limited liability company organized to do business in this state or a foreign registered limited liability partnership or foreign limited liability company authorized to do business in this state;
(2) A registered limited liability partnership or foreign registered limited liability partnership or limited liability company or foreign limited liability company name reserved or registered under this section or § 48-207-102 or § 48-207-103;
(3) The corporate name or assumed corporate name of a corporation incorporated or authorized to transact business in this state;
(4) A corporate name or an assumed corporate name reserved or registered under § 48-14-102 or § 48-14-103;
(5) The corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state; and
(6) A limited partnership name of a limited partnership organized under the laws of this state, if the use of such name is evidenced by a filing at the office of the secretary of state, or a limited partnership name reserved under the law of this state, or a limited partnership name of a limited partnership registered as a foreign limited partnership in this state, or a foreign limited partnership name reserved under the law of this state.
(c) A registered limited liability partnership may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for if:
(1) The other registered limited liability partnership, limited liability company, corporation, limited partnership or other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to waive its reservation or change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying registered limited liability partnership;
(2) 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 the name applied for in this state;
(3) The other registered limited liability partnership, limited liability company, corporation, limited partnership or other entity is under common control with the registered limited liability partnership; consents to the use in writing; and both the other corporation, limited partnership or other entity and the registered limited liability partnership consent in a form satisfactory to the secretary of state to use the same registered agent; or
(4) In the case of a registered limited liability partnership or foreign registered limited liability partnership, the name of the partnership is composed solely of the names of partners in the partnership.
(d) A person may reserve the exclusive use of a registered limited liability partnership or foreign registered limited liability partnership name, including an assumed name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the registered limited liability partnership name applied for meets the requirements of this section and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name.
(e) The owner of a reserved registered limited liability partnership name, including an assumed name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee.
(f) The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
[Acts 1995, ch. 400, § 9; 2001, ch. 353; T.C.A. § 61-1-145.]