RSA 304-B:2 · Name

304-B:2 Name. –

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I.

The name of each limited partnership as set forth in its certificate of limited partnership:

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(a)

Shall contain the words "limited partnership" or the abbreviation "L.P.", or similar abbreviation, as the last words of its name; and

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(b)

May not contain the name of a limited partner unless (1) it is also the name of a general partner or the corporate name of a corporate general partner, or (2) the business of the limited partnership had been carried on under that name before the admission of that limited partner.

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II.

A limited partnership name shall not contain language stating or implying that the limited partnership is organized for a purpose other than that permitted by RSA 304-B:6 and its certificate of limited partnership.

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III.

Except as authorized by paragraphs IV and V, a limited partnership name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as:

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(a)

The name of an entity incorporated, authorized, formed, or registered to do business in this state under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, RSA 349 or RSA 564-F.

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(b)

A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, RSA 304-C or RSA 564-F.

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(c)

The fictitious name of another foreign corporation authorized to transact business in this state.

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(d)

The name of an agency or instrumentality of the United States or this state or a subdivision thereof, including names reserved pursuant to RSA 53-E.

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(e)

The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.

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(f)

The name "farmers' market" unless the entity meets the definition of "farmers' market" established in RSA 21:34-a, V. III-a. Except as authorized by paragraphs IV and V, a limited partnership name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the limited partnership name is:

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(a)

An article.

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(b)

Plural forms of the same word.

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(c)

Phonetic spelling of the same name or word.

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(d)

An abbreviation in place of a complete spelling of the name.

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(e)

A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

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(f)

A change in a word or name indicating entity status.

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(g)

The addition of a numeric designation, unless consent is granted by the current name holder.

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(h)

Differences in punctuation or special characters, unless it changes the clear meaning of the word.

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(i)

Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

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(j)

An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

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IV.

A limited partnership may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, one or more of the names described in paragraph III, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

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(a)

The holder or holders of the name as described in paragraph III gives written consent to use the name that is not distinguishable from the name of the applying limited partnership; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

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(b)

The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, the name of the applying limited partnership; or

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(c)

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 the name applied for in this state.

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V.

A limited partnership may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user limited partnership:

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(a)

Has merged with the other entity;

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(b)

Has been formed by reorganization of the other entity; or

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(c)

Has acquired all or substantially all of the assets, including the name, of the other entity.

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VI.

This chapter does not control the use of fictitious names.

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VII.

Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a domestic limited partnership under the same name as the trade name. Source. 1987, 349:1. 1991, 67:4. 1996, 239:2. 1999, 293:5. 2004, 248:36. 2009, 293:7. 2013, 60:1, eff. Aug. 5, 2013. 2015, 188:13, 14, eff. Jan. 1, 2016. 2017, 257:57, eff. Oct. 1, 2017. 2018, 221:7, eff. Jan. 1, 2019. 2019, 316:10, eff. Oct. 1, 2019.

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