§ 61-3-112 — Permitted names

(a) The name of a limited partnership may contain the name of any partner, but must not contain the phrases "corporation," "incorporated," "limited liability company," or abbreviations of like import. (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or the abbreviation "LP" or "L.P." and must not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.". (c) The name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "LP" or "L.P.". (d) The name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, must be distinguishable on the records of the secretary of state from any: (1) Name of an existing person whose formation required the filing of a record by the secretary of state and which is not at the time administratively dissolved; (2) Name of a limited liability partnership whose statement of qualification is in effect; (3) Name under which a person is registered to do business in this state by the filing of a record by the secretary of state; (4) Name reserved under § 61-3-113 or other law of this state providing for the reservation of a name by the filing of a record by the secretary of state; and (5) Name registered under § 61-3-114 or other law of this state providing for the registration of a name by the filing of a record by the secretary of state. (e) A domestic or foreign limited partnership, or person acting on behalf of a limited partnership not yet formed, 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 (d). The secretary of state shall authorize use of the indistinguishable name applied for, if: (1) The person holding the right to use the previously filed name described in subsection (d) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of the name or change the name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (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; or (3) The person holding the right to use the previously filed name described in subsection (d) consents in writing to the use of the name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent. (f) In determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another person, words, phrases, or abbreviations indicating the type of person, such as "corporation", "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP", "R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", "LLC", "L.L.C.", "limited cooperative association", "limited cooperative", "LCA", or "L.C.A." must not be taken into account. (g) The name of a limited partnership or foreign limited partnership must not contain language stating or implying that the limited partnership or foreign limited partnership: (1) Transacts or has the power to transact any business for which authorization, in whatever form and however denominated, is required under the laws of this state, unless the appropriate commission or official has granted the authorization and certifies that fact to the secretary of state in writing; (2) Is formed as, affiliated with or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless the formation, affiliation or sponsorship is certified in writing to the secretary of state by the body authorizing the formation or the organization with which affiliation or sponsorship is claimed, as applicable; or (3) Is an agency or instrumentality of, affiliated with or sponsored by the United States, any state, or a subdivision or agency of the United States, unless the fact is certified in writing to the secretary of state by the appropriate official of the United States, the state, or the subdivision or agency, as applicable. (h) A limited partnership or foreign limited partnership may use a name that is not distinguishable from a name described in subdivisions (d)(1)-(5) if the partnership delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the partnership to use the name in this state. (i) (1) A domestic limited partnership, or a foreign limited partnership registered to transact business in this state, or applying for registration as a foreign limited partnership to transact business in this state, may elect to adopt an assumed name that complies with the requirements of subsections (a)-(h), except that the assumed name need not contain the designations contained in subsections (b) and (c). (2) The identification by a domestic limited partnership or foreign limited partnership of its business with a trademark or service mark of which it is the owner, or is licensed, does not constitute the use of an assumed name. (3) Before transacting any business in this state under an assumed name, the domestic limited partnership or foreign limited partnership shall, for each assumed name, execute and file, in accordance with §§ 61-3-206 and 61-3-1205 , an application setting forth: (A) The true name of the applicant; (B) The jurisdiction in which the applicant is formed; (C) The applicant's intention to transact business under an assumed name; and (D) The assumed name that the applicant proposes to use. (4) The right to use an assumed name is effective for five (5) years from the date of filing an application with the secretary of state pursuant to subdivision (i)(3). (5) A domestic or foreign limited partnership may renew the right to use its assumed name, if any, for successive five-year periods by filing an application to renew the assumed name and paying the renewal fee as prescribed by § 61-3-1205 , within the two (2) months preceding the expiration of the then-current period. (j) (1) A domestic or foreign limited partnership may change or cancel its assumed name by filing, in accordance with §§ 61-3-206 and 61-3-1205 , an application setting forth: (A) The true name of the applicant; (B) The jurisdiction in which the applicant is formed; (C) The applicant's intention to cease transacting business in this state under the specified assumed name by changing or cancelling the assumed name; (D) The assumed name to be changed or cancelled; and (E) If the assumed name is to be changed, the new assumed name that the applicant proposes to use. (2) Upon approval of an application to change an assumed name and payment of the appropriate fee, the applicant has the right to use the new assumed name for a new five-year period, subject to the same renewal procedures described in subdivision (i)(5). (k) The secretary of state shall cancel the right of a domestic or foreign limited partnership to use an assumed name if: (1) The domestic or foreign limited partnership fails to renew its right to use the assumed name before the right expires; (2) The domestic or foreign limited partnership has filed an application to change the assumed name, or to cancel its right to use the assumed name; (3) In the case of a domestic limited partnership, the limited partnership has been dissolved; or (4) In the case of a foreign limited partnership, the foreign limited partnership has had its registration as a foreign limited partnership authorized to transact business in this state revoked.

Legislative History

Amended by 2023 Tenn. Acts, ch. 96, s 2, eff. 7/1/2023. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.