2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 9 - Revised Uniform Limited Partnership Act
Article 1 - General Provisions
§ 14-9-102. Partnership Name

Universal Citation: GA Code § 14-9-102 (2020)
  1. The name of each limited partnership shall be as set forth in its certificate of limited partnership and:
    1. Must contain the words "limited partnership" or the abbreviation "L.P.";
    2. Must be distinguishable on the records of the Secretary of State from the name of any active limited partnership which is organized under this chapter or which has elected to adopt this chapter pursuant to subsection (b) of Code Section 14-9-1201; and any active foreign limited partnership having a certificate of authority in this state; and any corporation, professional corporation, or professional association on file with the Secretary of State pursuant to this title; and
    3. May not contain any words indicating that the business is organized other than as a limited partnership.
  2. If by reason of paragraph (1) or (3) of subsection (a) of this Code section a name would otherwise be unavailable to a limited partnership which files with the Secretary of State under the provisions of subsection (b) of Code Section 14-9-1201, such name shall nonetheless be available to such limited partnership, but such limited partnership shall be distinguished on the records of the Secretary of State by the Secretary of State's adding as necessary:
    1. "(L.P.)" to the name of the partnership on its records; and
    2. Adding to the name of such partnership on its records in parentheses the name of the county in which it was organized and, if necessary to distinguish multiple partnerships making such filings that were organized in the same county, by adding a numerical distinction to the county name. Such addition of a county name and numerical distinction to a limited partnership name by the Secretary of State shall be solely for the purpose of distinguishing limited partnerships on the files of the Secretary of State, shall not constitute a change in the name of the limited partnership, and shall have no effect whatsoever on the authority of the limited partnership to use its name.
  3. This chapter does not control the use of fictitious or trade names. Issuance of a name under this chapter means that the name is distinguishable for filing purposes on the records of the Secretary of State pursuant to paragraph (2) of subsection (a) of this Code section. Issuance of a limited partnership name does not affect the commercial availability of the name.

(Code 1981, §14-9-102, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 1; Ga. L. 1990, p. 257, § 34.)

Law reviews.

- For note on 1989 amendment to this Code section, see 6 Ga. St. U. L. Rev. 184 (1989).

COMMENT

Note to Georgia Revised Uniform Partnership Act This section requires that the partnership name contain "limited partnership" or "l.p."; not contain a limited partner's name except in designated circumstances; be "distinguishable on the records of the Secretary of State" from the names of other firms listed on those records; and not contain words indicating that the business is organized other than as a limited partnership.

Prior Georgia Law Section 14-9A-22 prohibits the inclusion of the surname of a limited partner.

Comparison With Official RULPA Official RULPA prohibits the use of a name that is "deceptively similar to" the name of another corporation or limited partnership organized or qualified in the state. This test was rejected as too vague. The test adopted serves the principal concern from the standpoint of the limited partnership statute - facilitating the maintenance and distribution of records concerning limited liability firms. Note that the Section does not preclude liability under the law of unfair trade practices for use of a deceptively similar name.

Subsection (b) permits a limited partnership that was formed prior to July 1, 1988 and that elects to adopt this Act to adopt a name that would otherwise be unavailable to the partnership by adding as necessary "(L.P.)" or certain marks that would distinguish the name on the records of the Secretary of State.

Note to 1990 Amendment The 1990 amendment deleted an extraneous clause at the end of subsection (a)(3).

Cross-Reference Election by pre-existing partnership to adopt this Act: § 14-9-1201(b).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 778.

C.J.S.

- 68 C.J.S., Partnership, § 562.

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