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| Home > Statutes > USA New Jersey |
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USA Statutes : new_jersey
Title : TITLE 42 PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS
Chapter : 42:2A-6.
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42:2A-6. Name of limited partnership
Name of limited partnership. a. The name of each limited partnership as set forth in its certificate of limited partnership or the name of any foreign limited partnership applying for a certificate of authority to transact business in this State:
(1) Shall contain the words ~limited partnership~ or the abbreviation ~L.P.~;
(2) May not contain the name of a limited partner unless it is also the name of a general partner or the corporate name of a corporate general partner, or the business of the limited partnership had been carried on under that name before the admission of that limited partner;
(3) May not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its certificate of limited partnership;
(4) Shall be such to distinguish it upon the records in the office of the Secretary of State from the names of other domestic limited partnerships, foreign limited partnerships, domestic profit corporations, foreign profit corporations, domestic nonprofit corporations, and foreign nonprofit corporations or a current name reservation or a current name registration unless there is filed a certified copy of a final judgment of a court of competent jurisdiction establishing the prior right of the limited partnership to the use of the name in this State;
(5) Shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statutes of this State, unless the restrictions have been complied with.
b. This section shall not require any domestic limited partnership organized prior to April 1, 1985 to change its name in accordance with this section, if the name is otherwise lawful on March 31, 1985. A limited partnership or foreign limited partnership transacting business in this State shall not change its limited partnership name on or after the effective date of P.L. 1988, c. 130 to a name which is not available for limited partnership use under this chapter.
c. If the name of a foreign limited partnership is not available for use in this State because of paragraphs (1) through (4) of subsection a., the limited partnership may be authorized to transact business in this State under an assumed name by filing in the office of the Secretary of State with its application for an original or amended certificate of authority a certificate of its general partner adopting the assumed name for use in transacting business in this State.
d. The limited partnership name of a domestic limited partnership whose certificate of limited partnership has been cancelled, the limited partnership name of a foreign limited partnership whose certificate of limited partnership has been cancelled or withdrawn, and the corporate name of any profit or nonprofit corporation which has been dissolved and any name confusingly similar to the name of a foreign limited partnership whose certificate of limited partnership has been cancelled or withdrawn, domestic limited partnership or profit or nonprofit corporation which has been dissolved or which has been terminated shall not be available for foreign or domestic limited partnership use for two years after the effective time of cancellation, withdrawal or termination, unless, within the two-year period, the written consent of the dissolved, withdrawn or cancelled domestic or foreign limited partnership or corporation to the adoption of its name, or a confusingly similar name, is filed in the office of the Secretary of State with the certificate of limited partnership of the new proposed domestic limited partnership or with the application of a foreign limited partnership for an original or amended certificate of authority to transact business in this State.
e. The filing in the office of the Secretary of State of the certificate of limited partnership of a domestic limited partnership or the issuance by the Secretary of State of a certificate to a foreign limited partnership authorizing it to transact business in this State shall not preclude an action by this State to enjoin a violation of this section or any action by any person adversely affected to enjoin the violation or the use of a limited partnership name in violation of the rights of that person, whether on principles of unfair competition or otherwise, and the court may grant any other appropriate relief in the action.
L. 1983, c. 489, s. 6; amended 1984, c.245,s.4; 1988,c.130,s.3.
42:2A-6.1. Use of name other than actual limited partnership name
a. No domestic limited partnership or foreign limited partnership which conducts activities in this State shall conduct any activities in this State using an alternate name including an abbreviation of its name or an acronym unless:
(1) It also uses its actual name in the transaction of any of its activities in a manner as not to be deceptive as to its actual identity; or
(2) It has first registered the alternate name as provided in this section.
b. Any limited partnership may adopt and use any alternate name, including any name which would be unavailable as the name of a domestic or foreign limited partnership because of the prohibitions of paragraph (4) of section 6a. of P.L.1983, c. 489 (C. 42:2A-6), but not including any name prohibited as a limited partnership named by paragraphs (1), (2), (3), (5) of section 6a. of P.L.1983, c. 489 (C. 42:2A-6), by filing an original and a copy of a certificate of registration of alternate name with the Secretary of State executed on behalf of the limited partnership. The certificate shall set forth:
(1) The name, jurisdiction and date of establishment of the limited partnership;
(2) The alternate name;
(3) A brief statement of the character or nature of the particular activities to be conducted using the alternate name;
(4) That the limited partnership intends to use the alternate name in this State;
(5) That the limited partnership has not previously used the alternate name in this State in violation of this section or, if it has, the month and year in which it commenced the use.
c. The registration shall be effective for five years from the date of filing and may be renewed successively for additional five-year periods by filing an original and a copy of the certificate of renewal executed on behalf of the partnership any time within 90 days prior to, but not later than, the date of expiration of the registration. The certificate of renewal shall set forth the information required in paragraphs (1) through (4) of subsection b. of this section, the date of the certificate of registration then in effect and that the partnership is continuing to use the alternate name.
d. This section shall not:
(1) Grant to the registrant of an alternate name any right in the name as against any prior or subsequent user of the name, regardless of whether used as a trademark, trade name, business name or corporate name; or
(2) Interfere with the power of any court to enjoin the use of the name on the basis of the law of unfair competition or on any other basis except the identity or similarity of the alternate name to any other corporate or limited partnership name.
e. A limited partnership which has used an alternate name in this State contrary to the provisions of this section shall, upon filing a certificate of registration of alternate name or an untimely certificate of renewal, pay to the Secretary of State the filing fee prescribed for the certificate plus an additional filing fee equal to the full amount of the regular filing fee multiplied by the number of years it has been using the alternate name in violation of this section after the operative date of the prohibitions of this section specified in subsection h. of this section. For the purpose of this subsection, any part of a year shall be considered a full year.
f. The failure of a limited partnership to file a certificate of registration or renewal of an alternate name shall not impair the validity of any contract or act of the limited partnership and shall not prevent the limited partnership from defending any action or proceeding in any court of this State, but the limited partnership shall not maintain any action or proceeding in any court of this State arising out of a contract or act in which it used the alternate name until it has filed the certificate.
g. (1) A limited partnership which files a certificate of registration of alternate name which contains a false statement or omission regarding the date it first used an alternate name in this State shall, if the false statement or omission reduces the amount of the additional fee it paid or should have paid as provided in subsection e. of this section, forfeit to the State a penalty of not less than $200.00 nor more than $500.00.
(2) A limited partnership which should have filed a certificate of registration or renewal of alternate name and fails to do so within 60 days after being notified of its obligation to do so by certified or registered mail by the Secretary of State, by any other governmental officer, or by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200.00 nor more than $500.00.
(3) A penalty imposed under this section shall be recovered with costs in an action brought by the Attorney General. The court may proceed on the action in a summary manner.
h. The prohibitions of this section shall not be operative until 90 days after the effective date of this act. Any certificate of registration filed during that 90 day period need not include the information required by paragraph (5) of subsection b. of this section.
L.1984, c. 245, s. 2, eff. April 1, 1985.
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