A. The name of a limited partnership may contain the name of any partner. Because each partnership that is formed pursuant to the Uniform Revised Limited Partnership Act or that elects to be governed by that act shall be a limited liability limited partnership, the name of such a limited liability limited partnership shall contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and shall not contain the abbreviation "LP" or "L.P.".

B. Subject to the provisions of Subsection F of this section, the name of a foreign limited partnership that is not a limited liability limited partnership shall contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and shall not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.".

C. Subject to the provisions of Subsection F of this section, the name of a foreign limited liability limited partnership shall contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and shall not contain the abbreviation "L.P." or "LP".

D. Unless authorized by Subsection E of this section, the name of a limited partnership shall be distinguishable in the records of the secretary of state from:

(1) the name of each person other than an individual incorporated, organized or authorized to transact business in this state;

(2) each name reserved pursuant to Section 54-2A-109 NMSA 1978 or Section 53-11-8 or 53-19-4 NMSA 1978; and

(3) each name registered pursuant to Section 53-11-9 NMSA 1978.

E. A limited partnership may apply to the secretary of state for authorization to use a name that does not comply with Subsection D of this section. The secretary of state shall authorize use of the name applied for if, as to each conflicting name:

(1) the present user, registrant or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the secretary of state to change the conflicting name to a name that complies with Subsection D of this section and is distinguishable in the records of the secretary of state from the name applied for;

(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 in this state the name applied for; or

(3) the applicant delivers to the secretary of state proof satisfactory to the secretary of state that the present user, registrant or owner of the conflicting name:

(a) has merged into the applicant;

(b) has been converted into the applicant; or

(c) has transferred substantially all of its assets, including the conflicting name, to the applicant.

F. Subject to Section 54-2A-905 NMSA 1978, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state or applying for a certificate of authority.

History: Laws 2007, ch. 129, § 108; 2009, ch. 181, § 2.

The 2009 amendment, effective January 1, 2010, in Subsection A, added the last sentence; in Subsection B, at the beginning of the sentence, added "Subject to the provisions of Subsection F of this section" and after "the name of a", added "foreign"; and in Subsection C, at the beginning of the sentence, added "Subject to the provisions of Subsection F of this section" and after "the name of a", added "foreign".