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California Law (Last Updated: March 4, 2014) |
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Corporations Code - CORP |
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Title 2. PARTNERSHIPS |
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Chapter 5.5. Uniform Limited Partnership Act of 2008 |
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ARTICLE 1. General Provisions |
Section 15901.08.
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(a) The name of a limited partnership may contain the name of any partner.
(b) The name of a limited partnership must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" at the end of its name.
(c) The name of a foreign limited liability limited partnership that is applying for a certificate of registration pursuant to Section 15909.02 must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "L.P." or "LP."
(d) Unless authorized by subdivision (e), the name of a limited partnership must be distinguishable in the records of the Secretary of State from:
(1) the name of any limited partnership that has previously filed a certificate pursuant to Section 15902.01 or any foreign limited partnership registered pursuant to Section 15909.01; and
(2) each name reserved under Section 15901.09.
(e) A limited partnership may apply to the Secretary of State for authorization to use a name that does not comply with subdivision (d). The Secretary of State shall authorize use of the name applied for if, as to 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 Secretary of State to change the conflicting name to a name that complies with subdivision (d) and is distinguishable in the records of the Secretary of State from the name applied for;
(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 in this state the name applied for; or
(3) the applicant delivers to the Secretary of State proof satisfactory to the Secretary of State 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 15909.05, this section applies to any foreign limited partnership transacting business in this state, having a certificate of registration to transact business in this state, or applying for a certificate of registration.
(g) The name of a limited partnership may not contain the words "bank," "insurance," "trust," "trustee," "incorporated," "inc.," "corporation" or "corp."