[§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 isnot 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 liabilitylimited partnership" or the abbreviation "LLLP" or"L.L.L.P.".

(c)  The name of a limited liability limitedpartnership shall contain the phrase "limited liability limitedpartnership" 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), thename of a domestic limited partnership or limited liability limited partnershipor foreign limited partnership or limited liability limited partnership as setforth in the certificate of limited partnership or certificate of authorityshall not be the same as, or substantially identical to, the name of anydomestic corporation, partnership, limited liability partnership, limitedpartnership, limited liability limited partnership, or limited liabilitycompany existing or registered under the laws of this State, any foreigncorporation, partnership, limited liability partnership, limited partnership,limited liability limited partnership, or foreign limited liability companyauthorized to transact business in this State, or any trade name, trademark, orservice mark registered in this State, or a name the exclusive right to whichis, at the time, reserved, or the name of a partnership which has in effect aregistration of its partnership name as provided in this chapter; except thatthis provision shall not apply if the applicant filed with the director eitherof the following:

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

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

(e)  A limited partnership may apply to thedirector 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 eachconflicting name:

(1)  The present user, registrant, or owner of theconflicting name consents in a signed record to the use and submits anundertaking in a form satisfactory to the director to change the conflictingname to a name that complies with subsection (d) and is not substantiallyidentical to a name in the records of the director;

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

(3)  The applicant delivers to the director proofsatisfactory to the director that the present user, registrant, or owner of theconflicting name:

(A)  Has merged into the applicant;

(B)  Has been converted into the applicant; or

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

(f)  Subject to section 425E-905, this sectionapplies to any foreign limited partnership transacting business in this State,having a certificate of authority to transact business in this State, orapplying for a certificate of authority. [L 2003, c 210, pt of §1]