§ 45-23-03 — Limited liability limited partnership name (Contingent effective date - See note)

North Dakota § 45-23-03

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-23: Limited Liability Limited Partnership

Text

note)
1. The name of each limited liability limited partnership as set forth in the limited liability
limited partnership's certificate of limited liability 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 liability limited partnership"
or the abbreviation "L.L.L.P." or "LLLP", either of which abbreviation may be used
interchangeably for any purpose authorized by this chapter including real estate
matters, contracts, and filings with the secretary of state.
c. May contain the name of any partner.
d. May not contain the word "corporation", "company", "incorporated", "limited
liability company", "limited liability partnership", or any abbreviation of these
words.
e. May not contain a word or phrase that indicates or that implies that the limited
liability limited partnership:
(1) Is organized for a purpose other than:
(a) A lawful purpose for which a limited liability limited partnership may be
organized under this chapter; or
(b) For a purpose stated in its certificate of limited liability limited
partnership; or
(2) May not be organized under this chapter.
f. 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 there is filed with the certificate a record in compliance with
subsection 3, of:
(a) Another limited liability limited partnership;
(b) A limited partnership;
(c) A corporation;
(d) A limited liability company; or
(e) A limited liability partnership;
(2) A name the right to which is, at the time of organization, 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 liability limited partnership
name is deceptively similar to another name for purposes of this chapter.
3. If the secretary of state determines a limited liability limited partnership name is
deceptively similar to another name for purposes of this chapter, the limited liability
limited partnership name may not be used unless there is filed with the certificate:
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
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:
a. Abrogate or limit:
(1) The law of unfair competition or unfair practices;
(2) Chapter 47-25;
(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 rights to the exclusive use of any name or symbol.
b. This section does not derogate the common law or the principles of equity.
5. A limited liability 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 the limited liability limited partnership's
name, subject to the requirements of subsection 1, the name of any of the other
organizations, if the other organization whose name is sought to be used:
a. Is 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; or
f. Holds a trademark or service mark registered in the manner provided in chapter
47-22.
6. The use of a name of a limited liability limited partnership in violation of this section
does not affect or vitiate a limited liability limited partnership's existence. However, a
court in this state may, upon application of the state or of an interested or affected
person, enjoin the limited liability limited partnership from doing business under a
name assumed in violation of this section, although a certificate of limited liability
limited partnership may have been filed with the secretary of state.
7. A limited liability limited partnership whose period of existence has expired or that is
involuntarily dissolved by the secretary of state pursuant to section 45-10.2-108 may
reacquire the right to use that name by refiling a certificate of limited liability limited
partnership pursuant to section 45-23-04, 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 as provided in subsection 3. A limited
liability limited partnership that cannot reacquire the use of its limited liability limited
partnership name shall adopt a new limited liability limited partnership name that
complies with the provisions of this section:
a. By refiling the certificate of limited liability limited partnership pursuant to section
45-23-04;
b. By amending pursuant to section 45-10.2-24; or
c. By reinstating pursuant to section 45-10.2-108, 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.

8. Subject to section 45-23-07, this section applies to any foreign limited liability 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.
9. A limited liability limited partnership that files its certificate of limited liability limited
partnership with an effective date later than the date of filing as provided in
subsection 1 of section 45-23-05 shall maintain the right to the name until the effective
date.
Limited liability limited partnership name. (Contingent effective date - See note)
1. The name of each limited liability limited partnership as set forth in the limited liability
limited partnership's certificate of limited liability 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 liability limited partnership"
or the abbreviation "L.L.L.P." or "LLLP", either of which abbreviation may be used
interchangeably for any purpose 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", or an abbreviation of these words.
e. May not contain a word or phrase indicating or implying the limited liability limited
partnership:
(1) Is organized for a purpose other than:
(a) A lawful purpose for which a limited liability limited partnership may be
organized under this chapter; or
(b) For a purpose stated in its certificate of limited liability 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 a record in compliance with
subsection 3, of:
(a) Another limited liability limited partnership;
(b) A limited partnership;
(c) A corporation;
(d) A limited liability company; or
(e) A limited liability partnership;
(2) A name the right to which is, at the time of organization, 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 liability 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 liability limited partnership name is
indistinguishable in the secretary of state's records from another name for purposes of
this chapter, the limited liability limited partnership name may not be used unless there
is filed with the certificate:
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; 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:
a. Abrogate or limit:
(1) The law of unfair competition or unfair practices;
(2) Chapter 47-25;
(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 rights to the exclusive use of any name or symbol.
b. This section does not derogate the common law or the principles of equity.
5. A limited liability 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 the limited liability limited partnership's
name, subject to the requirements of subsection 1, the name of any of the other
organizations, if the other organization whose name is sought to be used:
a. Is 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; or
f. Holds a trademark or service mark registered in the manner provided in chapter
47-22.
6. The use of a name of a limited liability limited partnership in violation of this section
does not affect or vitiate a limited liability limited partnership's existence. However, a
court in this state may, upon application of the state or of an interested or affected
person, enjoin the limited liability limited partnership from doing business under a
name assumed in violation of this section, although a certificate of limited liability
limited partnership may have been filed with the secretary of state.
7. A limited liability limited partnership whose period of existence has expired or that is
involuntarily dissolved by the secretary of state pursuant to 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 liability limited partnership pursuant to section 45-23-04, 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 as provided
in subsection 3. A limited liability limited partnership that cannot reacquire the use of its
limited liability limited partnership name shall adopt a new limited liability limited
partnership name that complies with the provisions of this section:
a. By refiling the certificate of limited liability limited partnership pursuant to section
45-23-04;
b. By amending pursuant to section 45-10.2-24; or
c. By reinstating pursuant to section 45-10.2-108, 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.
8. Subject to section 45-23-07, this section applies to a foreign limited liability 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.
9. A limited liability limited partnership that files its certificate of limited liability limited
partnership with an effective date later than the date of filing as provided in
subsection 1 of section 45-23-05 shall maintain the right to the name until the effective
date.