                                 CODE OF VIRGINIA

NAME (§ 50-73.2)

A. A limited partnership name, as set forth in its certificate of limited
partnership, shall either (i) contain the words &#8220;limited
partnership&#8221; or &#8220;a limited partnership&#8221; or the abbreviations
&#8220;L.P.&#8221; or &#8220;LP&#8221; or (ii) in the case of a limited
partnership that is also a registered limited liability partnership, comply with
the requirements of subdivision A 2 of &#xA7; 50-73.78.

B. A limited partnership name shall not contain:

   1. 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;

   2. Any word, abbreviation, or combination of characters that states or implies
   the limited partnership is a corporation, a limited liability company, a
   protected series of a limited liability company, or a registered limited
   liability partnership, unless it is so registered; or

   3. Any word or phrase the use of which is prohibited by law for such limited
   partnership.

C. Except as authorized by subsection D, a limited partnership name shall be
distinguishable upon the records of the Commission from:

   1. The name of a domestic limited partnership or a foreign limited partnership
   registered pursuant to this chapter;

   2. A limited partnership name reserved under this chapter;

   3. The designated name adopted by a foreign limited partnership because its
   real name is unavailable for use in the Commonwealth;

   4. The name of any corporation, whether issuing shares or not issuing shares,
   existing under the laws of the Commonwealth or authorized to transact business
   in the Commonwealth;

   5. A corporate name reserved or registered under &#xA7; 13.1-631, 13.1-632,
   13.1-830 or 13.1-831;

   6. The designated name adopted by a foreign corporation, whether issuing
   shares or not issuing shares, because its real name is unavailable for use in
   the Commonwealth;

   7. The name of a domestic limited liability company or a foreign limited
   liability company registered to transact business in the Commonwealth;

   8. A limited liability company name reserved under &#xA7; 13.1-1013;

   9. The designated name adopted by a foreign limited liability company because
   its real name is unavailable for use in the Commonwealth;

   10. The name of a domestic business trust or a foreign business trust
   registered to transact business in the Commonwealth;

   11. A business trust name reserved under &#xA7; 13.1-1215; and

   12. The designated name adopted by a foreign business trust because its real
   name is unavailable for use in the Commonwealth.

D. A domestic limited partnership may apply to the Commission for authorization
to use a name that is not distinguishable upon its records from one or more of
the names described in subsection C. The Commission shall authorize use of the
name applied for if the other domestic or foreign limited partnership or other
business entity consents to the use in writing and submits an undertaking in a
form satisfactory to the Commission to change its name to a name that is
distinguishable upon the records of the Commission from the name of the applying
limited partnership.

E. The use of assumed names or fictitious names, as provided for in Chapter 5
(&#xA7; 59.1-69 et seq.) of Title 59.1, is not affected by this chapter.

F. The Commission, in determining whether the name of a limited partnership is
distinguishable upon its records from the name of any of the business entities
listed in subsection C, shall not consider any word, phrase, abbreviation, or
designation required or permitted under this section and &#xA7; 13.1-544.1,
subsection A of &#xA7; 13.1-630, subsection A of &#xA7; 13.1-1012, &#xA7;
13.1-1104, and subdivision A 2 of &#xA7; 50-73.78 to be contained in the name of
a business entity formed or organized under the laws of the Commonwealth or
authorized or registered to transact business in the Commonwealth.

HISTORY: 1985, c. 607; 1987, c. 702; 1998, c. 163; 2003, cc. 340, 592; 2005, c.
379; 2012, c. 63; 2021, Sp. Sess. I, c. 487.