Legislation
SECTION 121-102
Partnership name
Partnership (PTR) CHAPTER 39, ARTICLE 8-A
§ 121-102. Partnership name. The name of each limited partnership as
set forth in its certificate of limited partnership:
(a) (1) shall contain without abbreviation the words "Limited
Partnership" or the abbreviation "L.P.";
(2) (A) shall be such as to distinguish it from the name of (i) any
limited partnership as defined in subdivision (h) of section 121-101 of
this article, or (ii) any foreign limited partnership authorized to do
business as a foreign limited partnership in this state;
(B) shall be such as to distinguish it from (i) the names of domestic
business corporations, domestic not-for-profit corporations and other
domestic corporations of any type or kind that are formed by a filing in
the department of state, (ii) the names of authorized foreign business
corporations, authorized foreign not-for-profit corporations and other
authorized foreign corporations of any type or kind that are authorized
to do business or conduct activities in this state by reason of a filing
in the department of state, (iii) the fictitious names of authorized
foreign business corporations, authorized foreign not-for-profit
corporations and other authorized foreign corporations of any type or
kind that are authorized to do business or conduct activities in this
state by reason of a filing in the department of state, (iv) the names
of domestic limited liability companies, (v) the names of authorized
foreign limited liability companies, or (vi) the fictitious names of
authorized foreign limited liability companies, in each case, as such
names appear on the index of names of existing domestic and authorized
foreign corporations of any type or kind, including fictitious names of
authorized foreign corporations of any type or kind, in the department
of state, or on the index of names of existing domestic or authorized
foreign limited liability companies, including fictitious names of
authorized foreign limited liability companies, in the department of
state, or names the rights to which are reserved; provided, however,
that no limited partnership that was formed prior to the effective date
of this subparagraph and no foreign limited partnership that was
qualified to do business in this state prior to such effective date
shall be required to change the name or fictitious name it had on such
effective date solely by reason of such name or fictitious name being
indistinguishable from the name or fictitious name of any domestic or
authorized foreign corporation or limited liability company or from any
name the right to which is reserved by or on behalf of any domestic or
foreign corporation or limited liability company;
(3)(A) may not contain the following phrases or any abbreviation or
derivative thereof:
board of trade state trooper
chamber of commerce tenant relocation
community renewal urban development
state police urban relocation
Every certificate of limited partnership in which the name of the
proposed limited partnership includes the terms: "school," "education,"
"elementary," "secondary," "kindergarten," "prekindergarten,"
"preschool," "nursery school," "museum," "history," "historical,"
"historical society," "arboretum," "library," "college," "university" or
other term restricted by section two hundred twenty-four of the
education law; "conservatory," "academy," or "institute," or any
abbreviation or derivative of such terms, shall have endorsed thereon or
annexed thereto the consent of the commissioner of education.
(B) may not contain the following words, or any abbreviation or
derivative thereof:
acceptance indemnity
annuity insurance
assurance investment
bank lawyer
benefit loan
bond mortgage
casualty savings
doctor surety
endowment title
fidelity trust
finance underwriter
guaranty
unless the approval of the superintendent of financial services is
attached to the certificate of limited partnership; or unless the word
"doctor" or "lawyer" or an abbreviation or derivative thereof is used in
a context which clearly denotes a purpose other than the practice of law
or medicine.
(C) shall not, unless the approval of the state department of social
services is attached to the certificate of limited partnership or
application for authority or amendment thereof, contain the word "blind"
or "handicapped". Such approval shall be granted by the state department
of social services if in its opinion the word "blind" or "handicapped"
as used in the limited partnership name proposed will not tend to
mislead or confuse the public into believing that the limited
partnership is organized for charitable or nonprofit purposes related to
the blind or the handicapped.
(D) shall not, unless the approval of the attorney general is attached
to the certificate of limited partnership or application for authority
or amendment thereof, contain the word "exchange" or any abbreviation or
derivative thereof. Such approval shall not be granted by the attorney
general if in his or her opinion the use of the word "exchange" in the
proposed limited partnership name would falsely imply that the limited
partnership conducts its business at a place where trade is carried on
in securities or commodities by brokers, dealers or merchants.
(b) shall, unless the limited partnership or foreign limited
partnership shall have complied with the provisions of section one
hundred thirty of the general business law be the name used by the
limited partnership in its conduct of business.
(c) notwithstanding paragraphs one and two of subdivision (a) of this
section, a limited partnership organized under the laws of this state
prior to the effective date of this article which shall file a
certificate under section 121-1202 of this article within one year of
the effective date of this article may file under its name as provided
in its certificate of limited partnership on the effective date of this
article and thereafter may continue to use such name and a foreign
limited partnership which has been authorized to do business in this
state prior to the effective date of this article may continue to use
the name under which it has heretofore done business in this state.
set forth in its certificate of limited partnership:
(a) (1) shall contain without abbreviation the words "Limited
Partnership" or the abbreviation "L.P.";
(2) (A) shall be such as to distinguish it from the name of (i) any
limited partnership as defined in subdivision (h) of section 121-101 of
this article, or (ii) any foreign limited partnership authorized to do
business as a foreign limited partnership in this state;
(B) shall be such as to distinguish it from (i) the names of domestic
business corporations, domestic not-for-profit corporations and other
domestic corporations of any type or kind that are formed by a filing in
the department of state, (ii) the names of authorized foreign business
corporations, authorized foreign not-for-profit corporations and other
authorized foreign corporations of any type or kind that are authorized
to do business or conduct activities in this state by reason of a filing
in the department of state, (iii) the fictitious names of authorized
foreign business corporations, authorized foreign not-for-profit
corporations and other authorized foreign corporations of any type or
kind that are authorized to do business or conduct activities in this
state by reason of a filing in the department of state, (iv) the names
of domestic limited liability companies, (v) the names of authorized
foreign limited liability companies, or (vi) the fictitious names of
authorized foreign limited liability companies, in each case, as such
names appear on the index of names of existing domestic and authorized
foreign corporations of any type or kind, including fictitious names of
authorized foreign corporations of any type or kind, in the department
of state, or on the index of names of existing domestic or authorized
foreign limited liability companies, including fictitious names of
authorized foreign limited liability companies, in the department of
state, or names the rights to which are reserved; provided, however,
that no limited partnership that was formed prior to the effective date
of this subparagraph and no foreign limited partnership that was
qualified to do business in this state prior to such effective date
shall be required to change the name or fictitious name it had on such
effective date solely by reason of such name or fictitious name being
indistinguishable from the name or fictitious name of any domestic or
authorized foreign corporation or limited liability company or from any
name the right to which is reserved by or on behalf of any domestic or
foreign corporation or limited liability company;
(3)(A) may not contain the following phrases or any abbreviation or
derivative thereof:
board of trade state trooper
chamber of commerce tenant relocation
community renewal urban development
state police urban relocation
Every certificate of limited partnership in which the name of the
proposed limited partnership includes the terms: "school," "education,"
"elementary," "secondary," "kindergarten," "prekindergarten,"
"preschool," "nursery school," "museum," "history," "historical,"
"historical society," "arboretum," "library," "college," "university" or
other term restricted by section two hundred twenty-four of the
education law; "conservatory," "academy," or "institute," or any
abbreviation or derivative of such terms, shall have endorsed thereon or
annexed thereto the consent of the commissioner of education.
(B) may not contain the following words, or any abbreviation or
derivative thereof:
acceptance indemnity
annuity insurance
assurance investment
bank lawyer
benefit loan
bond mortgage
casualty savings
doctor surety
endowment title
fidelity trust
finance underwriter
guaranty
unless the approval of the superintendent of financial services is
attached to the certificate of limited partnership; or unless the word
"doctor" or "lawyer" or an abbreviation or derivative thereof is used in
a context which clearly denotes a purpose other than the practice of law
or medicine.
(C) shall not, unless the approval of the state department of social
services is attached to the certificate of limited partnership or
application for authority or amendment thereof, contain the word "blind"
or "handicapped". Such approval shall be granted by the state department
of social services if in its opinion the word "blind" or "handicapped"
as used in the limited partnership name proposed will not tend to
mislead or confuse the public into believing that the limited
partnership is organized for charitable or nonprofit purposes related to
the blind or the handicapped.
(D) shall not, unless the approval of the attorney general is attached
to the certificate of limited partnership or application for authority
or amendment thereof, contain the word "exchange" or any abbreviation or
derivative thereof. Such approval shall not be granted by the attorney
general if in his or her opinion the use of the word "exchange" in the
proposed limited partnership name would falsely imply that the limited
partnership conducts its business at a place where trade is carried on
in securities or commodities by brokers, dealers or merchants.
(b) shall, unless the limited partnership or foreign limited
partnership shall have complied with the provisions of section one
hundred thirty of the general business law be the name used by the
limited partnership in its conduct of business.
(c) notwithstanding paragraphs one and two of subdivision (a) of this
section, a limited partnership organized under the laws of this state
prior to the effective date of this article which shall file a
certificate under section 121-1202 of this article within one year of
the effective date of this article may file under its name as provided
in its certificate of limited partnership on the effective date of this
article and thereafter may continue to use such name and a foreign
limited partnership which has been authorized to do business in this
state prior to the effective date of this article may continue to use
the name under which it has heretofore done business in this state.