45-22-04. Limited liability partnership - Name

45-22-04. Limited liability partnership - Name

1. The name of a limited liability partnership:

a. Must be expressed in letters or characters in the English language as those

letters or characters appear in the American standard code for information

interchange (ASCII) table.

b. Must contain the words "limited liability partnership" or the abbreviation "L.L.P." or

the abbreviation "LLP", either of which abbreviations may be used

interchangeably for all purposes authorized by this chapter, including real estate

matters, contracts, and filings with the secretary of state.

c. May not contain the word "corporation", "company", "incorporated", "limited

liability company", "limited partnership", "limited liability limited partnership", or an

abbreviation of these words.

d. May not contain a word or phrase indicating or implying the limited liability

partnership:

(1) Is formed for a purpose other than:

(a) A lawful purpose for which a limited liability partnership may be formed

under this chapter; or

(b) For a purpose stated in its registration; or

(2) May not be formed under this chapter.

e. Must be distinguishable in the records of the secretary of state from:

(1) The name, whether foreign and authorized to do business in this state or

domestic, unless there is filed with the registration a record that complies

with subsection 3, of:

(a) Another limited liability partnership;

(b) A corporation;

(c) A limited liability company;

(d) A limited partnership; or

(e) A limited liability limited partnership;

(2) A name, the right to which is at the time of registration reserved in the

manner provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11,

45-13-04.2, or 45-22-05;

(3) A fictitious name registered in the manner provided in chapter 45-11;

(4) A trade name registered in the manner provided in chapter 47-25; or

(5) A trademark or service mark registered in the manner provided in chapter

47-22.

f. Need not be filed as provided in chapter 45-11 except if transacting business

under a name other than the name as registered under this chapter.

2. The secretary of state shall determine whether a name is distinguishable in the

secretary of state's records from another name for purposes of this chapter and may

adopt rules reasonable or necessary for making these determinations.

3. If the secretary of state determines a limited liability partnership name is

indistinguishable in the secretary of state's records from another name for purposes of

this chapter, the limited liability partnership name may not be used unless there is filed

with the registration:

a. The written consent of the holder of the rights to the name to which the proposed

name has been determined to be indistinguishable; or

b. A certified copy of a judgment of a court in this state establishing the earlier right

of the applicant to the use of the name in this state.

4. This section and section 45-22-05 do not:

a. Abrogate or limit:

(1) The law of unfair competition or unfair practices;

(2) Chapter 47-25;

(3) The laws of the United States with respect to the right to acquire and protect

copyrights, trade names, trademarks, service names, and service marks; or

his state establishing the earlier right

of the applicant to the use of the name in this state.

4. This section and section 45-22-05 do not:

a. Abrogate or limit:

(1) The law of unfair competition or unfair practices;

(2) Chapter 47-25;

(3) The laws of the United States with respect to the right to acquire and protect

copyrights, trade names, trademarks, service names, and service marks; or

(4) Any other rights to the exclusive use of names or symbols.

b. Derogate the common law or principles of equity.

5. A limited liability partnership that is the surviving organization in a merger with one or

more organizations, or that acquires by sale, lease, or other disposition to or exchange

with a domestic organization all or substantially all of the assets of another

organization including its name, may have the same name, subject to the

requirements of subsection 1, as that used in this state by any of the other

organizations, if the other organization whose name is sought:

a. Is incorporated, organized, formed, or registered under the laws of this state;

b. Is authorized to transact business or conduct activities in this state;

c. Holds a reserved name in the manner provided in section 10-19.1-14, 10-32.1-12,

10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05;

d. Holds a fictitious name registered in the manner provided in chapter 45-11;

e. Holds a trade name registered in the manner provided in chapter 47-25; or

f. Holds a trademark or service mark registered in the manner provided in chapter

47-22.

6. The use of a name by a limited liability partnership in violation of this section does not

affect or vitiate the limited liability partnership's status as a limited liability partnership.

However, a court of this state may, upon application of the state or of an interested or

affected person, enjoin the limited liability partnership from doing business under a

name assumed in violation of this section, even though the limited liability partnership's

registration may have been filed with the secretary of state.

7. A limited liability partnership whose registration has expired or whose registration has

been forfeited as provided in section 45-22-21.1 may reacquire the right to use that

name by refiling a registration as provided in section 45-22-03 unless the name has

been adopted for use or reserved by another person, in which case the filing will be

rejected unless the filing is accompanied by a written consent or judgment pursuant to

subsection 3. A limited liability partnership that cannot reacquire the use of its limited

liability partnership name shall adopt a new limited liability partnership name that

complies with this section:

a. By refiling a registration as provided in section 45-22-03;

b. By amending its registration as provided in section 45-22-03; or

c. By reinstating the limited liability partnership pursuant to section 45-22-21.1,

unless the name has been adopted for use or reserved by another person, in

which case the filing will be rejected unless the filing is accompanied by a written

consent or judgment as provided in subsection 3.

8. With respect to foreign limited liability partnerships:

a. A foreign limited liability partnership may register under any name that would be

available to a domestic limited liability partnership, regardless of whether the

name is the same under which the foreign limited liability partnership is

authorized in the jurisdiction of original registration.

b. A fictitious name certificate must be filed as provided in chapter 45-11 only if

registering under a name other than the name as authorized in the jurisdiction of

original registration.

9. A limited liability partnership that files its registration with an effective date later than

the date of filing as provided in subsection 9 of section 45-22-03 shall maintain the

right to the name until the effective date.