Tennessee § 61-1-1003 - Name.

§ 61-1-1003. Name.

A registered limited liability partnership or foreign registered limited liability partnership name must contain the words “registered limited liability partnership,” or the abbreviation “L.L.P.” or “LLP” or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, that in the case of a foreign registered limited liability partnership, the name may contain, in lieu of the foregoing, the designations allowed by the jurisdiction in which the foreign registered limited liability partnership was registered. Except as authorized by subsection (c), the name of a domestic limited liability partnership, and the name of a foreign limited liability partnership that is registered in this state or is applying for registration in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law. A domestic or foreign limited liability partnership, or person acting on behalf of a limited liability partnership not yet registered, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if: The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; 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; The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent; or In the case of a registered limited liability partnership or a foreign registered limited liability partnership, the name of the partnership is composed solely of the names of the partners in the partnership. A person may reserve the exclusive use of a registered limited liability partnership or foreign registered limited liability partnership name, including an assumed name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the registered limited liability partnership name applied for meets the requirements of this section and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name. The owner of a reserved registered limited liability partnership name, including an assumed name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee. The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee. Acts 1995, ch. 400, § 9; 2001, ch. 353; T.C.A., § 61-1-145 ; Acts 2010, ch. 743, §§ 9, 10. Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148 , (Acts 1917, ch. 140, §§ 2 — 43; Shan., §§ 3141b2 — 3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53 — 3118a93; Acts 1927, ch. 34, §§ 1 — 3; Code 1932, §§ 7841 — 7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101 — 61 — 142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1 — 10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.