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LP Names

June 20, 2016

Can a corporate general partner of an LP have the same name as the limited partnership, except for the organizational identifier, i.e., “Co.,” “Corp.,” or “Inc.”?

No. Filing entities cannot have names that are the same or deceptively similar, even if they are related companies or can obtain a letter of consent. Organizational identifiers, such as “Corporation,” “Inc.,” “Ltd.,” “L.L.C.,” etc., do not distinguish names that are otherwise the same or deceptively similar. A general partner’s name cannot be the same as or deceptively similar to the name of an LP.

Entities can have similar names if the proposed entity’s certificate of formation is accompanied by a letter of consent from the existing entity; for example, Dallas Enterprises GP, Inc. could consent to an LP being formed with the similar name of Dallas Enterprises, LP.

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