Superseded 1/1/2024)

Superseded 1/1/2024
48-2e-108.  Permitted names.

(1)  The name of a limited partnership may contain the name of any partner.

Terms Used In Utah Code 48-2e-108

  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 48-2e-102
  • Foreign limited partnership: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this state. See Utah Code 48-2e-102
  • Limited partnership: means an entity formed under this chapter or which becomes subject to this chapter under 11, or Section 48-2e-1205. See Utah Code 48-2e-102
  • Partner: means a limited partner or general partner. See Utah Code 48-2e-102
  • 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, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Utah Code 48-2e-102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Utah Code 48-2e-102
  • United States: includes each state, district, and territory of the United States of America. See Utah Code 68-3-12.5
(2)  The name of a limited partnership that is not a limited liability limited partnership shall contain the words “limited partnership” or the abbreviation “L.P.” or “LP” and may not contain the words “limited liability limited partnership” or the abbreviation “L.L.L.P.” or “LLLP”.

(3)  The name of a limited liability limited partnership shall contain the words “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and may not contain the abbreviation “L.P.” or “LP”.

(4)  Except as otherwise provided in Subsection (7), the name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, shall be distinguishable on the records of the division from:

(a)  the name of an existing person whose formation required the filing of a record by the division;

(b)  the name of a limited liability partnership;

(c)  the name of a person that is registered to do business in this state by the filing of a record by the division;

(d)  each name reserved under Section 48-2e-109 or other law of this state providing for the reservation of a name by the filing of a record by the division;

(e)  each name registered under Section 48-2e-110 or other law of this state providing for the registration of a name by the filing of a record by the division; or

(f)  an assumed name registered under Title 42, Chapter 2, Conducting Business Under Assumed Name.

(5)  If a person consents in a record to the use of the person’s name and submits an undertaking in a form satisfactory to the division to change the person’s name to a name that is distinguishable on the records of the division from any name in any category of names in Subsection (4), the name of the consenting person may be used by the person to which the consent was given.

(6)  Except as otherwise provided in Subsection (7), in determining whether a name is the same as or not distinguishable on the records of the division from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “PC”, “P.C.”, “professional association”, “PA”, “P.A.”, “Limited”, “Ltd.”, “limited partnership”, “LP”, “L.P.”, “limited liability partnership”, “LLP”, “L.L.P.”, “registered limited liability partnership”, “RLLP”, “R.L.L.P.”, “limited liability limited partnership”, “LLLP”, “L.L.L.P.”, “registered limited liability limited partnership”, “RLLLP”, “R.L.L.L.P.”, “limited liability company”, “LLC”, “L.L.C.”, “professional limited liability company”, “PLLC”, or “P.L.L.C.”, may not be taken into account.

(7)  A person may consent in a record to the use of a name that is not distinguishable on the records of the division from the person’s name except for the addition of a word, phrase, or abbreviation indicating the type of person as provided in Subsection (6). In such a case, the person is not required to change the person’s name pursuant to Subsection (5).

(8)  The division may not approve for filing a name that implies that a limited partnership is an agency of this state or any of the state’s political subdivisions, if the limited partnership is not actually such a legally established agency or subdivision.

(9)  The authorization to file a certificate under or to reserve or register a limited partnership name as granted by the division does not:

(a)  abrogate or limit the law governing unfair competition or unfair trade practices;

(b)  derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or

(c)  create an exclusive right in geographic or generic terms contained within a name.

(10)  The name of a limited partnership or foreign limited partnership may not contain:

(a)  the words:

(i)  “association”;

(ii)  “corporation”;

(iii)  “incorporated”;

(iv)  “limited liability company”; or

(v)  “limited company”;

(b)  any word or abbreviation that is of like import to the words listed in Subsection (10)(a);

(c)  without the written consent of the United States Olympic Committee, the words:

(i)  “Olympic”;

(ii)  “Olympiad”; or

(iii)  “Citius Altius Fortius”;

(d)  without the written consent of the Division of Consumer Protection issued in accordance with Section 13-34-114 the words:

(i)  “university”;

(ii)  “college”; or

(iii)  “institute” or “institution”; or

(e)  for a limited partnership that changes the limited partnership’s name or is formed on or after May 4, 2022, the number sequence “911.”

Amended by Chapter 457, 2022 General Session

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