1. A partnership name filed in a statement under section 45-13-05:
a. Must be in the English language or in any other language expressed in English
letters or characters;
b. May contain the name of any partner;
c. May not contain the word "corporation", "company", "incorporated", "limited
liability company", "limited partnership", "limited liability partnership", "limited
liability limited partnership", or any abbreviation of these words;
d. May not contain a word or phrase that indicates or implies that the partnership:
(1)Is organized for a purpose other than a lawful purpose for which a
partnership may be organized under this chapter; or
(2)May not be formed under this chapter; and
e. May not be the same as, or deceptively similar to:
(1)The name, whether foreign and authorized to do
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1. A partnership name filed in a statement under section 45-13-05:
a. Must be in the English language or in any other language expressed in English
letters or characters;
b. May contain the name of any partner;
c. May not contain the word "corporation", "company", "incorporated", "limited
liability company", "limited partnership", "limited liability partnership", "limited
liability limited partnership", or any abbreviation of these words;
d. May not contain a word or phrase that indicates or implies that the partnership:
(1) Is organized for a purpose other than a lawful purpose for which a
partnership may be organized under this chapter; or
(2) May not be formed under this chapter; and
e. May not be the same as, or deceptively similar to:
(1) The name, whether foreign and authorized to do business in this state or
domestic, unless filed with the statement is a record which complies with
subsection 3 of:
(a) Another partnership;
(b) A limited liability company;
(c) A corporation;
(d) A limited partnership;
(e) A limited liability partnership; or
(f) A limited liability limited partnership;
(2) A name, the right of which is, at the time of filing, 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; or
(4) A trade name registered in the manner provided in chapter 47-25.
2. The secretary of state shall determine whether a partnership name is deceptively
similar to another name for purposes of this chapter.
3. If the secretary of state determines a partnership name is deceptively similar to
another name for purposes of this chapter, then the partnership name may not be
used unless there is filed with the statement:
a. The written consent of the holder of the rights to the name to which the proposed
name is determined to be deceptively similar; or
b. A certified copy of a judgment of a court in this state establishing the earlier right
of the applicant to the use of the name in this state.
4. This section does not affect the right of a partnership existing on July 1, 1999, or a
foreign partnership authorized to do business in this state on July 1, 1999, to continue
the use of the foreign partnership's name.
5. This section and section 45-13-04.2 do not:
a. Abrogate or limit the law of unfair competition or unfair practices; chapter 47-25;
the laws of the United States with respect to the right to acquire and protect
copyrights, trade names, trademarks, service names, service marks; or any other
rights to the exclusive use of a name or symbol.
b. Derogate the common law or any principle of equity.
6. A partnership that is the surviving organization in a merger with one or more other
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 have the same name, subject to the requirements of subsection 1, as that
used in this state by any of the other organizations if the other organization whose
name is sought to be used:
a. Is formed 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, 10-32-11,
10-32.1-12, 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; or
e. Holds a trade name registered in the manner provided in chapter 47-25.
7. The use of a name by a partnership in violation of this section does not affect or vitiate
the partnership existence of the partnership. However, a court in this state may, upon
application of the state or of an interested or affected person, enjoin the partnership
from doing business under a name assumed in violation of this section, although a
statement may have been filed with the secretary of state.
8. If the period of existence of the partnership is expired or a statement of a partnership
filed under section 45-13-05 is expired, then the partnership may reacquire the right to
use that name by refiling a statement pursuant to section 45-13-05, unless the name
was adopted for use or reserved by another person, in which case the filing must be
rejected unless the filing is accompanied by a written consent or judgment pursuant to
subsection 3. A partnership that cannot reacquire the use of its partnership name shall
adopt a new partnership name that complies with this section.
Partnership name. (Contingent effective date - See note)
1. A partnership name filed in a statement under section 45-13-05:
a. Must be in the English language or in any other language expressed in English
letters or characters;
b. May contain the name of a partner;
c. May not contain the word "corporation", "company", "incorporated", "limited
liability company", "limited partnership", "limited liability partnership", "limited
liability limited partnership", or an abbreviation of these words;
d. May not contain a word or phrase that indicates or implies that the partnership:
(1) Is organized for a purpose other than a lawful purpose for which a
partnership may be organized under this chapter; or
(2) May not be formed under this chapter; and
e. 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 filed with the statement is a record which complies with
subsection 3 of:
(a) Another partnership;
(b) A limited liability company;
(c) A corporation;
(d) A limited partnership;
(e) A limited liability partnership; or
(f) A limited liability limited partnership;
(2) A name, the right of which is, at the time of filing, 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 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 partnership name is indistinguishable in the
secretary of state's records from another name for purposes of this chapter, the
partnership name may not be used unless there is filed with the statement:
a. The written consent of the holder of the rights to the name to which the proposed
name is determined to be indistinguishable; or
b. A certified copy of a judgment of a court in this state establishing the earlier right
of the applicant to the use of the name in this state.
4. This section does not affect the right of a partnership existing on July 1, 1999, or a
foreign partnership authorized to do business in this state on July 1, 1999, to continue
the use of the foreign partnership's name.
5. This section and section 45-13-04.2 do not:
a. Abrogate or limit the law of unfair competition or unfair practices; chapter 47-25;
the laws of the United States with respect to the right to acquire and protect
copyrights, trade names, trademarks, service names, service marks; or any other
rights to the exclusive use of a name or symbol.
b. Derogate the common law or any principle of equity.
6. A partnership that is the surviving organization in a merger with one or more other
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 have the same name, subject to the requirements of subsection 1, as that
used in this state by any of the other organizations if the other organization whose
name is sought to be used:
a. Is formed 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, 10-32-11,
10-32.1-12, 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; or
e. Holds a trade name registered in the manner provided in chapter 47-25.
7. The use of a name by a partnership in violation of this section does not affect or vitiate
the partnership existence of the partnership. However, a court in this state may, upon
application of the state or of an interested or affected person, enjoin the partnership
from doing business under a name assumed in violation of this section, although a
statement may have been filed with the secretary of state.
8. If the period of existence of the partnership is expired or a statement of a partnership
filed under section 45-13-05 is expired, then the partnership may reacquire the right to
use that name by refiling a statement pursuant to section 45-13-05, unless the name
was adopted for use or reserved by another person, in which case the filing must be
rejected unless the filing is accompanied by a written consent or judgment pursuant to
subsection 3. A partnership that cannot reacquire the use of its partnership name shall
adopt a new partnership name that complies with this section.