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New York · Through 2026-09-11

N.Y. Partnership Law § 121-102: Partnership name

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Where this section sits in the code
  1. Partnership Law
  2. Article 8-A. Revised Limited Partnership Act

§ 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.

Collected 2026-09-14T19:32:45Z. Source file · JSON

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