GA - GAC
Rules and Regulations of the State of Georgia
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Subject 590-7-11 LIMITED PARTNERSHIPS - NAME

Rule 590-7-11-.01 Method of Reserving Limited Partnership Name

(1) A limited partnership name may be reserved by any person pursuant to the Georgia Revised Uniform Limited Partnership Act or any other statute providing for limited partnership filings with Secretary of State.
(2) A limited partnership name may be reserved pursuant to the Code in the following manner:
(a) By delivering an application for name reservation to the Secretary of State, Corporations Division, 2 Martin Luther King, Jr. Drive, Suite 313 West Tower, Atlanta, Georgia 30334;
(b) By mailing an application for name reservation to the Secretary of State at the address referred to in paragraph (2)(a) above; or
(c) By electronic transmission in the manner authorized by the Division on its website.
(3) An application for reservation of a name shall be accompanied by the fee specified in the Code.

Rule 590-7-11-.02 [Repealed]

Rule 590-7-11-.03 Limited Partnership Name

(1) A limited partnership name must contain the words "limited partnership" or the abbreviation "L.P.".
(2) A limited liability limited partnership must contain the words "limited liability limited partnership" or the abbreviation "L.L.L.P." or "LLLP". The word "Limited" may be abbreviated as "Ltd." or "Ltd".
(3) A limited partnership name or a limited liability limited partnership name may not contain the name of a limited partner unless:
(a) it is also the name of a general partner or the corporate name of a corporate general partner; or
(b) the business of the limited partnership has been carried on under that name before the admission of that limited partner.
(4) The name of a limited partnership or limited liability limited partnership shall not contain any words which indicate that the entity is organized other than as a limited partnership or a limited liability limited partnership. Words which shall not be used in the name of a limited partnership or a limited liability limited partnership include "corporation," "incorporated," professional corporation," "limited liability company," "limited liability partnership" and any abbreviation of such words.
(5) The name of a foreign limited liability partnership must contain the words "limited liability partnership" or the abbreviation "L.L.P." or "LLP". The word "Limited" may be abbreviated as "Ltd." or "Ltd". Words which shall not be used in the name of a foreign limited liability partnership include "corporation," "incorporated," professional corporation," "limited liability company," "limited partnership","limited liability limited partnership" and any abbreviation of such words.
(6) The name of a limited partnership, limited liability limited partnership, and foreign limited liability partnership:
(a) Must consist of only English alphabet letters, Arabic numerals, Roman numerals, and symbols and special characters capable of being reproduced on a standard English (U.S.) keyboard;
(b) Must not contain the acronym "DBA" or any variations of such acronym; and
(c) Must not exceed 80 characters, including spaces and punctuation.

Rule 590-7-11-.04 Issuance of Name Reservation Certificate

(1) Following application for a name reservation by any means available, if the name appears to be available, it will be reserved and a name certificate will be promptly sent by mail or by electronic methods, such as email, to the applicant. The applicant may not pickup a name certificate from the Division unless expedited processing is requested and authorized.
(2) A name reservation shall be valid for a nonrenewable period of thirty (30) days from the date of issuance of the name certificate.
(3) Within the thirty (30) day name reservation period, an applicant filing a certificate of limited partnership, certificate of amendment with a name change, or other similar document, may provide the Secretary of State with a name certificate or certification of the availability of a limited liability company name. The Secretary of State may accept a certification, verification, or confirmation number in lieu of a name certificate, provided the Secretary of State's records reveal that the name was reserved by the applicant.
(4) A name reservation may be transferred only by a signed written notice that complies with the requirements of the Code.

Rule 590-7-11-.05 Distinguishable Names

The Secretary of State will deny a request for a name certificate or proposed entity name if such name is identical to or not distinguishable from the name of any existing entity or active name reservation on file and of record with the Secretary of State pursuant to Title 14 of the Code. Without limiting the discretion of the Secretary of State to determine that a name is not distinguishable, a requested name shall be deemed "not distinguishable" from an existing entity name or active name reservation if the difference between the names results from any one or more of the following:

(a) An article (e.g. "a," "an," "the");
(b) Plural or possessive forms of the same word;
(c) Phonetic spelling of the same name or word;
(d) A conjunction or disjunction (e.g. "and," "&," "or");
(e) An abbreviation in place of a complete spelling of the word or name;
(f) A suffix added to a word or any other deviation from or derivative of the same word;
(g) A change in a word or name indicating corporate or business entity status;
(h) The addition or omission of punctuation, symbols, special characters, or spaces;
(i) A symbol or special character in place of a word or name (e.g. "and" and "&"; "at" and "@"); and
(j) A numerical number in Arabic or Roman numeral(s) and the same number spelled out with letters of the alphabet.

Rule 590-7-11-.06 Restricted Names

(1) The Secretary of State may refuse to grant a request for a name certificate or a proposed entity name if such requested name contains the name of any entity on file with the Secretary of State pursuant to Title 14 of the Code. A request for a name certificate or proposed entity name may be granted if the applicant obtains express written permission from the entity regarding the use of the name, and the names are otherwise distinguishable or the other entity files with the Secretary of State an appropriate document to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying limited partnership.
(2) The Secretary of State may refuse to grant a request for a name certificate or a proposed entity name if such requested name contains any word whose use is restricted by any provision of the Official Code of Georgia Annotated.
(3) The Secretary of State may restrict from use, require consent, or require further information before certain terms shall be used in a limited partnership or foreign limited partnership name. A list of said terms shall be posted in the same public access area of the Division offices as the fee and penalty listing maintained pursuant to Rule 590-7-10-.07. Said list shall be available upon request. The restricted terms shall be deemed to include the name of any well-known trademark, tradename, governmental agency, educational organization or institution, charitable organization, or professional organization.

Rule 590-7-11-.07 Contested Cases

(1) The Secretary of State is not authorized to intervene in a private name infringement action. The Secretary of State may provide certified copies of any public document filed pursuant to the Code and the rules promulgated thereunder.
(2) The Secretary of State may, prior to the issuance of a certificate of limited partnership or a certificate of authority by the Secretary of State, revoke a name certificate if the certificate is issued for a name which is not distinguishable from the name of another entity filed with the Secretary of State or the name contains any word whose use is restricted by any provision of the Code and rules promulgated thereunder.
(3) In the event that a certificate of limited partnership or certificate of authority has been issued by the Secretary of State and the name is not distinguishable from the name of another entity filed with the Secretary of State under Title 14 of the Official Code of Georgia Annotated, or the name contains any word whose use is restricted by any provision of the Code or rules promulgated thereunder, the following actions may be taken:
(a) The Secretary of State may issue an order directing the limited partnership to file an amended certificate of limited partnership or articles of correction changing its name to a name that is available for use in this state or directing a foreign limited partnership to file an application for amended certificate of authority changing its name to a name that is available for use in this state. Since this is a ministerial correction of documents, the limited partnership shall not be required to pay a fee to the Secretary of State for such filing.
(b) In the event that the domestic or foreign limited partnership fails to file the appropriate documents to change its name, the Secretary of State may mark the records maintained by the Secretary of State to show the entity's noncompliance and may certify the record to the Attorney General of Georgia and request that the Attorney General begin proceedings to terminate the limited partnership or restrain it from transacting business in this state pursuant to the Code.

Rule 590-7-11-.08 Prohibited Acts

(1) No person shall reserve a limited partnership name in this State unless such name is reserved in compliance with O.C.G.A. Section 14-9-103.
(2) No person shall register a foreign limited partnership name in this State unless such is registered in compliance with O.C.G.A. Sections 14-9-102, 14-9-103 and 14-9-904.

Rule 590-7-11-.09 Foreign/Domestic Limited Partnerships Distinguished

(1) In an application for a certificate of authority, a foreign limited partnership may distinguish its name from that of a domestic limited partnership by adding a distinguishing element, such as the name of the state where it is organized, in parentheses to its name in such application.
(2) The name in a certificate issued to a foreign limited partnership shall include such distinguishing element and such name shall be used by the foreign limited partnership in all dealings with the Secretary of State and in the conduct of its affairs in this State.
(3) A foreign limited partnership which was organized and transacting business in this State prior to the effective date of the Georgia Revised Uniform Limited Partnership Act may apply for a certificate of authority provided that, if necessary, its name shall be distinguished on the records of the Secretary of State by adding to such name the name of the state in which it was organized and, if necessary, by adding a numerical distinction to the name. Such distinction(s) shall be solely for the purpose of distinguishing limited partnerships on the files of the Secretary of State.

Rule 590-7-11-.10 Domestic Limited Partnerships Distinguished

(1) The name of a place or location attached to one or more otherwise indistinguishable or identical names may sufficiently distinguish between two domestic limited partnerships.
(2) A name which is otherwise unavailable to a limited partnership which files with the Secretary of State under O.C.G.A. Section 14-9-1201(b)may be distinguished by adding:
(a) "(L.P.)" to the name of the limited partnership on the Secretary's records; and
(b) In parentheses, the name of the county in which it was organized. A numerical distinction shall be added to the county name to distinguish any multiple filings of limited partnerships organized in the same county.

These distinctions shall be solely to distinguish limited partnerships on the files of the Secretary of State and shall have no effect otherwise on the authority to use the name under which it was organized.