Section 45-13-04.1 - [See Note] Partnership name1. A partnership name filed in a statement under section 45-13-05: a. Must be in the English language or in any other language expressed in English letters or characters;b. May contain the name of a partner;c. May not contain the word "corporation", "company", "incorporated", "limited liability company", "limited partnership", "limited liability partnership", "limited liability limited partnership", or an abbreviation of these words;d. May not contain a word or phrase that indicates or implies that the partnership:(1) Is organized for a purpose other than a lawful purpose for which a partnership may be organized under this chapter; or(2) May not be formed under this chapter; and e. Must be distinguishable in the records of the secretary of state from: (1) The name, whether foreign and authorized to do business in this state or domestic, unless filed with the statement is a record which complies with subsection 3 of: (b) A limited liability company;(d) A limited partnership;(e) A limited liability partnership; or(f) A limited liability limited partnership;(2) A name, the right of which is, at the time of filing, reserved in the manner provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05;(3) A fictitious name registered in the manner provided in chapter 45-11;(4) A trade name registered in the manner provided in chapter 47-25; or(5) A trademark or service mark registered in the manner provided in chapter 47-22.2. The secretary of state shall determine whether a partnership name is distinguishable in the secretary of state's records from another name for purposes of this chapter and may adopt rules reasonable or necessary for making these determinations.3. If the secretary of state determines a partnership name is indistinguishable in the secretary of state's records from another name for purposes of this chapter, the partnership name may not be used unless there is filed with the statement: a. The written consent of the holder of the rights to the name to which the proposed name is determined to be indistinguishable; orb. A certified copy of a judgment of a court in this state establishing the earlier right of the applicant to the use of the name in this state.4. This section does not affect the right of a partnership existing on July 1, 1999, or a foreign partnership authorized to do business in this state on July 1, 1999, to continue the use of the foreign partnership's name.5. This section and section 45-13-04.2 do not: a. Abrogate or limit the law of unfair competition or unfair practices; chapter 47-25; the laws of the United States with respect to the right to acquire and protect copyrights, trade names, trademarks, service names, service marks; or any other rights to the exclusive use of a name or symbol.b. Derogate the common law or any principle of equity.6. A partnership that is the surviving organization in a merger with one or more other organizations, or that acquires by sale, lease, or other disposition to or exchange with an organization all or substantially all of the assets of another organization including its name, may have the same name, subject to the requirements of subsection 1, as that used in this state by any of the other organizations if the other organization whose name is sought to be used: a. Is formed under the laws of this state;b. Is authorized to transact business or conduct activities in this state;c. Holds a reserved name in the manner provided in section 10-19.1-14, 10-32-11, 10-32.1-12, 45-10.2-11, 45-13-04.2, or 45-22-05;d. Holds a fictitious name registered in the manner provided in chapter 45-11; ore. Holds a trade name registered in the manner provided in chapter 47-25.7. The use of a name by a partnership in violation of this section does not affect or vitiate the partnership existence of the partnership. However, a court in this state may, upon application of the state or of an interested or affected person, enjoin the partnership from doing business under a name assumed in violation of this section, although a statement may have been filed with the secretary of state.8. If the period of existence of the partnership is expired or a statement of a partnership filed under section 45-13-05 is expired, then the partnership may reacquire the right to use that name by refiling a statement pursuant to section 45-13-05, unless the name was adopted for use or reserved by another person, in which case the filing must be rejected unless the filing is accompanied by a written consent or judgment pursuant to subsection 3. A partnership that cannot reacquire the use of its partnership name shall adopt a new partnership name that complies with this section.Amended by S.L. 2019 , ch. 93( HB 1127 ), § 12, eff. upon receipt by the legislative council of certification by secretary of state attesting that all necessary administrative rules and information technology components and systems are ready for implementation of this Act.Amended by S.L. 2015, ch. 87 (HB 1136),§ 31, eff. 7/1/2015.Amended by S.L. 2015, ch. 87 (HB 1136),§ 30, eff. 7/1/2015.This section is set out more than once due to postponed, multiple, or conflicting amendments.