How Do I Change the Name and Business Purpose of a Limited Partnership?
Full Question:
Answer:
The answer will depend on whether the new line of business can be conducted in accord with the partnership agreement. If not, it is possible to create a amended partnership agreement. A partner may petition a court torder dissolution of a limitedn partnership if it is
not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
A name can be reserved for a period of 60 days. Fees and instructions for reserving a name are included on the Name Reservation Request Form (pdf ~79KB). Email or online requests for name reservations cannot be accepted at this time.
The reservation can be renewed to the same applicant or for the benefit of the same party, but not for consecutive periods. (California Corporations Code section 201(c), 5122(c), 7122(d), 9122(c), 12302(d), 15901.09 or 17053.) Limited partnership names can no longer be reserved by phone due to additional information required by California Corporations Code section 15901.09 at the time of reservation.
For further information, please see:
http://www.sos.ca.gov/business/be/name-availability.htm
Please see the following CA statutes:
15901.08. (a) The name of a limited partnership may contain the
name of any partner.
(b) The name of a limited partnership must contain the phrase
"limited partnership" or the abbreviation "L.P." or "LP" at the end
of its name.
(c) The name of a foreign limited liability limited partnership
that is applying for a certificate of registration pursuant to
Section 15909.02 must contain the phrase "limited liability limited
partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not
contain the abbreviation "L.P." or "LP."
(d) Unless authorized by subdivision (e), the name of a limited
partnership must be distinguishable in the records of the Secretary
of State from:
(1) the name of any limited partnership that has previously filed
a certificate pursuant to Section 15902.01 or any foreign limited
partnership registered pursuant to Section 15909.01; and
(2) each name reserved under Section 15901.09.
(e) A limited partnership may apply to the Secretary of State for
authorization to use a name that does not comply with subdivision
(d). The Secretary of State shall authorize use of the name applied
for if, as to each conflicting name:
(1) the present user, registrant, or owner of the conflicting name
consents in a signed record to the use and submits an undertaking in
a form satisfactory to the Secretary of State to change the
conflicting name to a name that complies with subdivision (d) and is
distinguishable in the records of the Secretary of State from the
name applied for;
(2) 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 in this state the name
applied for; or
(3) the applicant delivers to the Secretary of State proof
satisfactory to the Secretary of State that the present user,
registrant, or owner of the conflicting name:
(A) has merged into the applicant;
(B) has been converted into the applicant; or
(C) has transferred substantially all of its assets, including the
conflicting name, to the applicant.
(f) Subject to Section 15909.05, this section applies to any
foreign limited partnership transacting business in this state,
having a certificate of registration to transact business in this
state, or applying for a certificate of registration.
(g) The name of a limited partnership may not contain the words
"bank," "insurance," "trust," "trustee," "incorporated," "inc.,"
"corporation" or "corp."
15901.09. (a) The exclusive right to the use of a name that
complies with Section 15901.08 may be reserved by:
(1) a person intending to organize a limited partnership under
this chapter and to adopt the name;
(2) a limited partnership or a foreign limited partnership
authorized to transact business in this state intending to adopt the
name;
(3) a foreign limited partnership intending to obtain a
certificate of registration to transact business in this state and
adopt the name;
(4) a person intending to organize a foreign limited partnership
and intending to have it obtain a certificate of registration to
transact business in this state and adopt the name;
(5) a foreign limited partnership formed under the name; or
(6) a foreign limited partnership formed under a name that does
not comply with subdivision (b) or (c) of Section 15901.08, but the
name reserved under this paragraph may differ from the foreign
limited partnership's name only to the extent necessary to comply
with subdivision (b) or (c) of Section 15901.08.
(b) A person may apply to reserve a name under subdivision (a) by
delivering to the Secretary of State an application that states the
name to be reserved and the paragraph of subdivision (a) which
applies. If the Secretary of State finds that the name is available
for use by the applicant, the Secretary of State shall issue a
certificate of name reservation and thereby reserve the name for the
exclusive use of the applicant for 60 days.
(c) An applicant that has reserved a name pursuant to subdivision
(b) may reserve the same name for an additional 60-day period. The
Secretary of State shall not issue a certificate reserving the same
name for two or more consecutive 60-day periods to the same applicant
or for the use or benefit of the same person.
(d) A person that has reserved a name under this section may
transfer the reserved name to another person, effective upon delivery
to the Secretary of State of a notice of transfer that states the
reserved name, the name and address of the person to which the
reservation is to be transferred, and the paragraph of subdivision
(a) which applies to the other person.