RCW 25.10.020
Name. (Effective until July 1, 2010.)
(1)
The name of each limited partnership formed pursuant to this
chapter as set forth in its certificate of limited partnership:
(a) Shall contain the words "limited partnership" or the
abbreviation "LP" or "L.P.";
(b) 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;
(c) May not contain any of the following words or phrases:
"Bank", "banking", "banker", "trust", "cooperative"; or any
combination of the words "industrial" and "loan"; or any
combination of any two or more of the words "building",
"savings", "loan", "home", "association" and "society"; or any
other words or phrases prohibited by any statute of this state;
(d) Except as authorized by subsections (2) and (3) of this
section, must be distinguishable upon the records of the
secretary of state from:
(i) The name or reserved name of a foreign or domestic
limited partnership;
(ii) The name of a limited liability company reserved,
registered, or formed under the laws of this state or qualified
to do business as a foreign limited liability company in this
state under chapter 25.15 RCW;
(iii) The corporate name of a corporation incorporated or
authorized to transact business in this state;
(iv) A corporate name reserved or registered under chapter 23B.04 RCW;
(v) The corporate name or reserved name of a not-for-profit
corporation incorporated or authorized to conduct affairs in this
state under chapter 24.03 RCW;
(vi) The name or reserved name of a mutual corporation or
miscellaneous corporation incorporated or authorized to do
business under chapter 24.06 RCW;
(vii) The fictitious name adopted under RCW 23B.15.060 by a
foreign corporation authorized to transact business in this state
because its real name is unavailable; and
(viii) The name or reserved name of a limited liability
partnership registered under chapter 25.04 RCW.
(2) A limited partnership may apply to the secretary of
state for authorization to use a name that is not distinguishable
upon the records from one or more of the names described in
subsection (1) of this section. The secretary of state shall
authorize use of the name applied for if:
(a) The other limited partnership, company, corporation,
limited liability partnership, or holder consents to the use in
writing and files with the secretary of state documents necessary
to change its name or the name reserved or registered to a name
that is distinguishable upon the records of the secretary of
state from the name of the applying limited partnership; or
(b) 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 the name
applied for in this state.
(3) A limited partnership may use the name, including the
fictitious name, of another domestic or foreign limited
partnership, limited liability company, limited liability
partnership, or corporation that is used in this state if the
other entity is organized, incorporated, formed, or authorized
to transact business in this state and the proposed user limited
partnership:
(a) Has merged with the other limited partnership, limited
liability company, limited liability partnership, or corporation;
or
(b) Results from reorganization with the other limited
partnership, limited liability company, or corporation.
(4) A name shall not be considered distinguishable upon the
records of the secretary of state by virtue of:
(a) A variation in any of the following designations for the
same name: "Corporation," "incorporated," "company," "limited,"
"partnership," "limited partnership," "limited liability
company," or "limited liability partnership," or the
abbreviations "corp.," "inc.," "co.," "ltd.," "LP," "L.P.,"
"LLP," "L.L.P.," "LLC," or "L.L.C.";
(b) The addition or deletion of an article or conjunction
such as "the" or "and" from the same name;
(c) Punctuation, capitalization, or special characters or
symbols in the same name; or
(d) Use of abbreviation or the plural form of a word in the
same name.
(5) This chapter does not control the use of assumed
business names or "trade names."
[1998 c 102 § 8; 1996 c 76 § 1; 1994 c 211 § 1309; 1991 c 269 § 1; (1991 c 72 § 47 repealed by 1991 sp.s. c 11 § 2); 1987 c 55 § 2; 1981 c 51 § 2.]
NOTES:
Effective date -- Severability -- 1994 c 211: See RCW 25.15.900 and 25.15.902.
Name of foreign limited partnership: RCW 25.10.510.