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.
Last modified: February 3, 2019