Nevada Revised Statutes 88.320 – Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations
1. Except as otherwise provided in NRS 88.6065, the name proposed for a limited partnership as set forth in its certificate of limited partnership:
Terms Used In Nevada Revised Statutes 88.320
- Certificate of limited partnership: means the certificate referred to in Nevada Revised Statutes 88.315
- 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 Nevada Revised Statutes 88.315
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Nevada Revised Statutes 88.315
- Partner: means a limited or general partner. See Nevada Revised Statutes 88.315
- 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.
- person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
- State: means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. See Nevada Revised Statutes 88.315
(a) Must contain the words ‘Limited Partnership,’ or the abbreviation ‘LP’ or ‘L.P.’;
(b) May not contain the name of a limited partner unless:
(1) It is also the name of a general partner or the corporate name of a corporate general partner; or
(2) The business of the limited partnership had been carried on under that name before the admission of that limited partner; and
(c) Must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If the name on the certificate of limited partnership submitted to the Secretary of State is not distinguishable from any name on file or reserved name, the Secretary of State shall return the certificate to the filer, unless the written, acknowledged consent to the use of the same or the requested similar name of the holder of the name on file or reserved name accompanies the certificate of limited partnership.
2. For the purposes of this section, a proposed name is not distinguished from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.
3. The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the word ‘accountant,’ ‘accounting,’ ‘accountancy,’ ‘auditor’ or ‘auditing’ unless the Nevada State Board of Accountancy certifies that the limited partnership:
(a) Is registered pursuant to the provisions of chapter 628 of NRS; or
(b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the limited partnership is not engaged in the practice of accounting and is not offering to practice accounting in this State.
4. The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the word ‘bank’ or ‘trust’ unless:
(a) It appears from the certificate of limited partnership that the limited partnership proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank, savings and loan association, savings bank or thrift company; and
(b) The certificate of limited partnership is first approved by the Commissioner of Financial Institutions.
5. The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the provisions of this chapter if it appears from the certificate of limited partnership that the business to be carried on by the limited partnership is subject to supervision by the Commissioner of Insurance or by the Commissioner of Financial Institutions, unless the certificate of limited partnership is approved by the Commissioner who will supervise the business of the limited partnership.
6. Except as otherwise provided in subsection 5, the Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the words ‘engineer,’ ‘engineered,’ ‘engineering,’ ‘professional engineer,’ ‘registered engineer’ or ‘licensed engineer’ unless:
(a) The State Board of Professional Engineers and Land Surveyors certifies that the principals of the limited partnership are licensed to practice engineering pursuant to the laws of this State; or
(b) The State Board of Professional Engineers and Land Surveyors certifies that the limited partnership is exempt from the prohibitions of NRS 625.520.
7. Except as otherwise provided in subsection 5, the Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the words ‘architect,’ ‘architecture,’ ‘registered architect,’ ‘licensed architect,’ ‘registered interior designer,’ ‘registered interior design,’ ‘residential designer,’ ‘registered residential designer,’ ‘licensed residential designer’ or ‘residential design’ unless the State Board of Architecture, Interior Design and Residential Design certifies that:
(a) The principals of the limited partnership are holders of a certificate of registration to practice architecture or residential design or to practice as a registered interior designer, as applicable, pursuant to the laws of this State; or
(b) The limited partnership is qualified to do business in this State pursuant to NRS 623.349.
8. The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the words ‘common-interest community,’ ‘community association,’ ‘master association,’ ‘unit-owners’ association’ or ‘homeowners’ association’ or if it appears in the certificate of limited partnership that the purpose of the limited partnership is to operate as a unit-owners’ association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the limited partnership has:
(a) Registered with the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and
(b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620.
9. The name of a limited partnership whose right to transact business has been forfeited, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.
10. The Secretary of State may adopt regulations that interpret the requirements of this section.