Section 121-102. Partnership name  


Latest version.
  • 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 banks or the superintendent
      of  insurance, as appropriate, 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.