(a) A registered limited liability partnership or foreign registered limited liability partnership name must contain the words “registered limited liability partnership,” or the abbreviation “L.L.P.” or “LLP” or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, that in the case of a foreign registered limited liability partnership, the name may contain, in lieu of the foregoing, the designations allowed by the jurisdiction in which the foreign registered limited liability partnership was registered.
Terms Used In Tennessee Code 61-1-1003
domestic: means a partnership that has filed an application for registration as a registered limited liability partnership under §. See Tennessee Code 61-1-101
foreign: means a partnership that:(A) Is formed under the laws of any jurisdiction other than the state of Tennessee. See Tennessee Code 61-1-101
Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
Partnership: means an association of two (2) or more persons to carry on as co-owners of a business or other undertaking for profit formed under §. See Tennessee Code 61-1-101
Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
Person: means an individual, corporation, limited liability company, business trust, estate, trust, partnership (whether general or limited), association, joint venture, government, governmental subdivision, agency, or instrumentality, custodian, nominee or any other individual or entity in its own or any representative capacity, or any other legal or commercial entity. See Tennessee Code 61-1-101
signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See Tennessee Code 61-1-101
Transfer: means an assignment, conveyance, lease, mortgage, deed, and encumbrance. See Tennessee Code 61-1-101
written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(b) Except as authorized by subsection (c), the name of a domestic limited liability partnership, and the name of a foreign limited liability partnership that is registered in this state or is applying for registration in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law.(c) A domestic or foreign limited liability partnership, or person acting on behalf of a limited liability partnership not yet registered, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state’s records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if:
(1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;(2) 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) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent; or(4) In the case of a registered limited liability partnership or a foreign registered limited liability partnership, the name of the partnership is composed solely of the names of the partners in the partnership.(d) A person may reserve the exclusive use of a registered limited liability partnership or foreign registered limited liability partnership name, including an assumed name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the registered limited liability partnership name applied for meets the requirements of this section and is available, the secretary of state shall reserve the name for the applicant’s exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name.(e) The owner of a reserved registered limited liability partnership name, including an assumed name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee.(f) The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
