§ 121-102 — Partnership name

New York § 121-102

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 8-A: Revised Limited Partnership Act

Text

§ 121-102. Partnership name. The name of each limited partnership as\nset forth in its certificate of limited partnership:\n (a) (1) shall contain without abbreviation the words "Limited\nPartnership" or the abbreviation "L.P.";\n (2) (A) shall be such as to distinguish it from the name of (i) any\nlimited partnership as defined in subdivision (h) of section 121-101 of\nthis article, or (ii) any foreign limited partnership authorized to do\nbusiness as a foreign limited partnership in this state;\n (B) shall be such as to distinguish it from (i) the names of domestic\nbusiness corporations, domestic not-for-profit corporations and other\ndomestic corporations of any type or kind that are formed by a filing in\nthe department of state, (ii) the names of authorized foreign business\ncorporations, authorized foreign not-for-profit corporations and other\nauthorized foreign corporations of any type or kind that are authorized\nto do business or conduct activities in this state by reason of a filing\nin the department of state, (iii) the fictitious names of authorized\nforeign business corporations, authorized foreign not-for-profit\ncorporations and other authorized foreign corporations of any type or\nkind that are authorized to do business or conduct activities in this\nstate by reason of a filing in the department of state, (iv) the names\nof domestic limited liability companies, (v) the names of authorized\nforeign limited liability companies, or (vi) the fictitious names of\nauthorized foreign limited liability companies, in each case, as such\nnames appear on the index of names of existing domestic and authorized\nforeign corporations of any type or kind, including fictitious names of\nauthorized foreign corporations of any type or kind, in the department\nof state, or on the index of names of existing domestic or authorized\nforeign limited liability companies, including fictitious names of\nauthorized foreign limited liability companies, in the department of\nstate, or names the rights to which are reserved; provided, however,\nthat no limited partnership that was formed prior to the effective date\nof this subparagraph and no foreign limited partnership that was\nqualified to do business in this state prior to such effective date\nshall be required to change the name or fictitious name it had on such\neffective date solely by reason of such name or fictitious name being\nindistinguishable from the name or fictitious name of any domestic or\nauthorized foreign corporation or limited liability company or from any\nname the right to which is reserved by or on behalf of any domestic or\nforeign corporation or limited liability company;\n (3)(A) may not contain the following phrases or any abbreviation or\nderivative thereof:\n board of trade state trooper\n chamber of commerce tenant relocation\n community renewal urban development\n state police urban relocation\n Every certificate of limited partnership in which the name of the\nproposed limited partnership includes the terms: "school," "education,"\n"elementary," "secondary," "kindergarten," "prekindergarten,"\n"preschool," "nursery school," "museum," "history," "historical,"\n"historical society," "arboretum," "library," "college," "university" or\nother term restricted by section two hundred twenty-four of the\neducation law; "conservatory," "academy," or "institute," or any\nabbreviation or derivative of such terms, shall have endorsed thereon or\nannexed thereto the consent of the commissioner of education.\n (B) may not contain the following words, or any abbreviation or\nderivative thereof:\n acceptance indemnity\n annuity insurance\n assurance investment\n bank lawyer\n benefit loan\n bond mortgage\n casualty savings\n doctor surety\n endowment title\n fidelity trust\n finance underwriter\n guaranty\nunless the approval of the superintendent of financial services is\nattached to the certificate of limited partnership; or unless the word\n"doctor" or "lawyer" or an abbreviation or derivative thereof is used in\na context which clearly denotes a purpose other than the practice of law\nor medicine.\n (C) shall not, unless the approval of the state department of social\nservices is attached to the certificate of limited partnership or\napplication for authority or amendment thereof, contain the word "blind"\nor "handicapped". Such approval shall be granted by the state department\nof social services if in its opinion the word "blind" or "handicapped"\nas used in the limited partnership name proposed will not tend to\nmislead or confuse the public into believing that the limited\npartnership is organized for charitable or nonprofit purposes related to\nthe blind or the handicapped.\n (D) shall not, unless the approval of the attorney general is attached\nto the certificate of limited partnership or application for authority\nor amendment thereof, contain the word "exchange" or any abbreviation or\nderivative thereof. Such approval shall not be granted by the attorney\ngeneral if in his or her opinion the use of the word "exchange" in the\nproposed limited partnership name would falsely imply that the limited\npartnership conducts its business at a place where trade is carried on\nin securities or commodities by brokers, dealers or merchants.\n (b) shall, unless the limited partnership or foreign limited\npartnership shall have complied with the provisions of section one\nhundred thirty of the general business law be the name used by the\nlimited partnership in its conduct of business.\n (c) notwithstanding paragraphs one and two of subdivision (a) of this\nsection, a limited partnership organized under the laws of this state\nprior to the effective date of this article which shall file a\ncertificate under section 121-1202 of this article within one year of\nthe effective date of this article may file under its name as provided\nin its certificate of limited partnership on the effective date of this\narticle and thereafter may continue to use such name and a foreign\nlimited partnership which has been authorized to do business in this\nstate prior to the effective date of this article may continue to use\nthe name under which it has heretofore done business in this state.\n