[§425E-108]  Name. 
(a)  The name of a limited partnership may contain the name of any partner.



(b)  The name of a limited partnership that is
not a limited liability limited partnership shall contain the phrase
"limited partnership" or the abbreviation "L.P." or
"LP", and shall 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 shall contain the phrase "limited liability limited
partnership" or the abbreviation "LLLP" or "L.L.L.P.",
and shall not contain the abbreviation "L.P." or "LP".



(d)  Unless authorized by subsection (e), the
name of a domestic limited partnership or limited liability limited partnership
or foreign limited partnership or limited liability limited partnership as set
forth in the certificate of limited partnership or certificate of authority
shall not be the same as, or substantially identical to, the name of any
domestic corporation, partnership, limited liability partnership, limited
partnership, limited liability limited partnership, or limited liability
company existing or registered under the laws of this State, any foreign
corporation, partnership, limited liability partnership, limited partnership,
limited liability limited partnership, or foreign limited liability company
authorized to transact business in this State, or any trade name, trademark, or
service mark registered in this State, or a name the exclusive right to which
is, at the time, reserved, or the name of a partnership which has in effect a
registration of its partnership name as provided in this chapter; except that
this provision shall not apply if the applicant filed with the director either
of the following:



(1)  The written consent of the other partnership or
holder of a reserved or registered name to use the same or substantially
identical name, and one or more words are added to make the name
distinguishable from the other name; or



(2)  A certified copy of a final decree of a court of
competent jurisdiction establishing the prior right of the applicant to the use
of the name in this State.



(e)  A limited partnership may apply to the
director for authorization to use a name that does not comply with subsection
(d).  The director shall authorize use of the name applied for if, for each
conflicting name:



(1)  The present user, registrant, or owner of the
conflicting name consents in a signed record to the use and submits an
undertaking in a form satisfactory to the director to change the conflicting
name to a name that complies with subsection (d) and is not substantially
identical to a name in the records of the director;



(2)  The applicant delivers to the director a
certified copy of the final judgment of a court of competent jurisdiction
establishing the applicant's right to use in this State the name applied for;
or



(3)  The applicant delivers to the director proof
satisfactory to the director that the present user, registrant, or owner of the
conflicting name:



(A)  Has merged into the applicant;



(B)  Has been converted into the applicant; or



(C)  Has transferred substantially all of its
assets, including the conflicting name, to the applicant.



(f)  Subject to section 425E-905, this section
applies to any foreign 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. [L 2003, c 210, pt of §1]