Terms Used In Vermont Statutes Title 11 Sec. 3402

  • certificate of limited partnership: means the certificate referred to in section 3411 of this title, and the certificate as amended or restated. See
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
  • General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See
  • Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See
  • Partner: means a limited or general partner. See
  • 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 a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation, or limited liability company. See
  • State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See

§ 3402. Name

(a) The name of each limited partnership as set forth in its certificate of limited partnership:

(1) shall contain the words “Limited Partnership,” or the letters “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) shall be distinguishable in the records of the Secretary of State from the name of any corporation, limited liability company, limited liability partnership, or limited partnership organized under the laws of this State or licensed or registered as a foreign corporation, limited liability company, limited liability partnership, or limited partnership in this State; and

(4) may not contain the following words: “corporation,” “incorporated,” “limited” by itself, “limited liability company,” “limited company,” or the abbreviations “corp.,” “Inc.,” or “Ltd.”

(b) A person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply for a certificate of approval from the State Board of Education prior to registering a name under this chapter. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2003, No. 107 (Adj. Sess.), § 17; 2015, No. 17, § 6.)