2003 Minnesota Statutes

     322A.02 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 
 abbreviation "LP" or "L.P." or in the case of a limited 
 liability limited partnership shall contain: 

    (i) the words "limited liability limited partnership" or 
 the abbreviation "LLLP" or "L.L.L.P."; or 

    (ii) the words "limited partnership" or the abbreviation 
 "LP" or "L.P." plus the words "Registered Limited Liability 
 Partnership" or "Limited Liability Partnership" or the 
 abbreviation "R.L.L.P.," "L.L.P.," "RLLP," or "LLP"; 

    (2) may not contain 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; 

    (3) must be distinguishable from the name of a domestic 
 corporation or limited partnership, whether profit or nonprofit, 
 or a foreign corporation or limited partnership authorized or 
 registered to do business in this state, whether profit or 
 nonprofit, a limited liability company, whether domestic or 
 foreign, a limited liability partnership, whether domestic or 
 foreign, or a name the right to which is reserved or provided 
 for in the manner provided for in sections 302A.117, 322A.03, 
 322B.125, or 333.001 to 333.54, unless there is filed with the 
 certificate a written consent, court decree of prior right, or 
 affidavit of nonuse, of the kind required by section 302A.115, 
 subdivision 1, paragraph (d); and 

    (4) may not contain the following words:  corporation, 
 incorporated. 

    The secretary of state shall determine whether a name is 
 "distinguishable" from another name for purposes of this section 
 and section 322A.03.  This section does not abrogate or limit 
 the law of unfair competition or unfair practices, nor sections 
 333.001 to 333.54, nor the laws of the United States with 
 respect to the right to acquire and protect copyrights, 
 trademarks, service names, service marks, or any other rights to 
 the exclusive use of names or symbols, nor derogate the common 
 law or principles of equity.  

    (b) A person doing business in this state may contest the 
 subsequent registration of a name with the Office of the 
 Secretary of State as provided in section 5.22. 

    HIST: 1980 c 582 art 5 s 2; 1984 c 618 s 32; 1986 c 430 s 2; 
 1989 c 292 s 15; 1992 c 517 art 1 s 31; 1995 c 58 s 4; 1995 c 
 128 art 2 s 4; 1999 c 85 art 3 s 12