§ 25.10.020. Name
(1) The name of each limited partnership formed pursuant to this chapter as set forth in its certificate of limited partnership:
(a) Shall contain the words "limited partnership" or the abbreviation "LP" or "L.P.";
(b) May not contain the name of a limited partner unless (i) it is also the name of a general partner, or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner;
(c) May not contain any of the following words or phrases: "Bank", "banking", "banker", "trust", "cooperative"; or any combination of the words "industrial" and "loan"; or any combination of any two or more of the words "building", "savings", "loan", "home", "association" and "society"; or any other words or phrases prohibited by any statute of this state;
(d) Except as authorized by subsections (2) and (3) of this section, must be distinguishable upon the records of the secretary of state from:
(i) The name or reserved name of a foreign or domestic limited partnership;
(ii) The name of a limited liability company reserved, registered, or formed under the laws of this state or qualified to do business as a foreign limited liability company in this state under chapter 25.15 RCW;
(iii) The corporate name of a corporation incorporated or authorized to transact business in this state;
(iv) A corporate name reserved or registered under chapter 23B.04 RCW;
(v) The corporate name or reserved name of a not-for-profit corporation incorporated or authorized to conduct affairs in this state under chapter 24.03 RCW;
(vi) The name or reserved name of a mutual corporation or miscellaneous corporation incorporated or authorized to do business under chapter 24.06 RCW;
(vii) The fictitious name adopted under RCW 23B.15.060 by a foreign corporation authorized to transact business in this state because its real name is unavailable; and
(viii) The name or reserved name of a limited liability partnership registered under chapter 25.04 RCW.
(2) A limited partnership may apply to the secretary of state for authorization to use a name that is not distinguishable upon the records from one or more of the names described in subsection (1) of this section. The secretary of state shall authorize use of the name applied for if:
(a) The other limited partnership, company, corporation, limited liability partnership, or holder consents to the use in writing and files with the secretary of state documents necessary to change its name or the name reserved or registered to a name that is distinguishable upon the records of the secretary of state from the name of the applying limited partnership; or
(b) 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.
(3) A limited partnership may use the name, including the fictitious name, of another domestic or foreign limited partnership, limited liability company, limited liability partnership, or corporation that is used in this state if the other entity is organized, incorporated, formed, or authorized to transact business in this state and the proposed user limited partnership:
(a) Has merged with the other limited partnership, limited liability company, limited liability partnership, or corporation; or
(b) Results from reorganization with the other limited partnership, limited liability company, or corporation.
(4) A name shall not be considered distinguishable upon the records of the secretary of state by virtue of:
(a) A variation in any of the following designations for the same name: "Corporation," "incorporated," "company," "limited," "partnership," "limited partnership," "limited liability company," or "limited liability partnership," or the abbreviations "corp.," "inc.," "co.," "ltd.," "LP," "L.P.," "LLP," "L.L.P.," "LLC," or "L.L.C.";
(b) The addition or deletion of an article or conjunction such as "the" or "and" from the same name;
(c) Punctuation, capitalization, or special characters or symbols in the same name; or
(d) Use of abbreviation or the plural form of a word in the same name.
(5) This chapter does not control the use of assumed business names or "trade names."
[1998 c 102 § 8; 1996 c 76 § 1; 1994 c 211 § 1309; 1991 c 269 § 1; (1991 c 72 § 47 repealed by 1991 sp.s. c 11 § 2); 1987 c 55 § 2; 1981 c 51 § 2.]
Notes:
Effective date -- Severability -- 1994 c 211: See RCW 25.15.900 and 25.15.902.
Name of foreign limited partnership: RCW 25.10.510. Sections: Previous 25.10.005 25.10.010 25.10.020 25.10.030 25.10.040 25.10.050 25.10.060 25.10.070 25.10.075 25.10.080 25.10.090 25.10.100 25.10.110 25.10.120 25.10.130 Next
Last modified: April 7, 2009