Virginia Code 50-73.2: Name
A. A limited partnership name, as set forth in its certificate of limited partnership, shall either (i) contain the words “limited partnership” or “a limited partnership” or the abbreviations “L.P.” or “LP” or (ii) in the case of a limited partnership that is also a registered limited liability partnership, comply with the requirements of subdivision A 2 of § 50-73.78.
Terms Used In Virginia Code 50-73.2
- Certificate of limited partnership: means the certificate referred to in § 50-73. See Virginia Code 50-73.1
- Commission: means the State Corporation Commission. See Virginia Code 50-73.1
- 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.
- Entity: includes any domestic or foreign limited partnership or other business entity, any estate or trust, and any state, the United States, and any foreign government. See Virginia Code 50-73.1
- Foreign limited partnership: means a partnership formed under the laws of any state or jurisdiction other than the Commonwealth and having as partners one or more general partners and one or more limited partners. See Virginia Code 50-73.1
- 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 Virginia Code 50-73.1
- in writing: include any representation of words, letters, symbols, numbers, or figures, whether (i) printed or inscribed on a tangible medium or (ii) stored in an electronic or other medium and retrievable in a perceivable form and whether an electronic signature authorized by Chapter 42. See Virginia Code 1-257
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Virginia Code 50-73.1
- Partner: means a limited or general partner. See Virginia Code 50-73.1
- 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.
- Registered limited liability partnership: means a limited partnership or general partnership formed under the laws of the Commonwealth that is registered under § 50-73. See Virginia Code 50-73.1
B. A limited partnership name shall not contain:
1. The name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner;
2. Any word, abbreviation, or combination of characters that states or implies the limited partnership is a corporation, a limited liability company, a protected series of a limited liability company, or a registered limited liability partnership, unless it is so registered; or
3. Any word or phrase the use of which is prohibited by law for such limited partnership.
C. Except as authorized by subsection D, a limited partnership name shall be distinguishable upon the records of the Commission from:
1. The name of a domestic limited partnership or a foreign limited partnership registered pursuant to this chapter;
2. A limited partnership name reserved under this chapter;
3. The designated name adopted by a foreign limited partnership because its real name is unavailable for use in the Commonwealth;
4. The name of any corporation, whether issuing shares or not issuing shares, existing under the laws of the Commonwealth or authorized to transact business in the Commonwealth;
5. A corporate name reserved or registered under § 13.1-631, 13.1-632, 13.1-830 or 13.1-831;
6. The designated name adopted by a foreign corporation, whether issuing shares or not issuing shares, because its real name is unavailable for use in the Commonwealth;
7. The name of a domestic limited liability company or a foreign limited liability company registered to transact business in the Commonwealth;
8. A limited liability company name reserved under § 13.1-1013;
9. The designated name adopted by a foreign limited liability company because its real name is unavailable for use in the Commonwealth;
10. The name of a domestic business trust or a foreign business trust registered to transact business in the Commonwealth;
11. A business trust name reserved under § 13.1-1215; and
12. The designated name adopted by a foreign business trust because its real name is unavailable for use in the Commonwealth.
D. A domestic limited partnership may apply to the Commission for authorization to use a name that is not distinguishable upon its records from one or more of the names described in subsection C. The Commission shall authorize use of the name applied for if the other domestic or foreign limited partnership or other business entity consents to the use in writing and submits an undertaking in a form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying limited partnership.
E. The use of assumed names or fictitious names, as provided for in Chapter 5 of Title 59.1, is not affected by this chapter.
F. The Commission, in determining whether the name of a limited partnership is distinguishable upon its records from the name of any of the business entities listed in subsection C, shall not consider any word, phrase, abbreviation, or designation required or permitted under this section and § 13.1-544.1, subsection A of § 13.1-630, subsection A of § 13.1-1012, § 13.1-1104, and subdivision A 2 of § 50-73.78 to be contained in the name of a business entity formed or organized under the laws of the Commonwealth or authorized or registered to transact business in the Commonwealth.
1985, c. 607; 1987, c. 702; 1998, c. 163; 2003, cc. 340, 592; 2005, c. 379; 2012, c. 63; 2021, Sp. Sess. I, c. 487.