N.Y. Partnership Law Section 121-103
Reservation of partnership name


(a)

Subject to § 121-102 (Partnership name)section 121-102 of this article, the exclusive right to the use of a name may be reserved by:

(1)

Any person intending to organize a domestic limited partnership under this article;

(2)

Any domestic limited partnership or any foreign limited partnership authorized to do business in this state intending to change its name;

(3)

Any foreign limited partnership intending to apply for authority to do business in this state and to adopt that name; and

(4)

Any person intending to organize a foreign limited partnership and intending to have it apply for authority to do business in this state.

(b)

A fictitious name for use pursuant to § 121-902 (Application for authority, contents)section 121-902 of this article may be reserved by:

(1)

Any foreign limited partnership intending to apply for authority to do business in this state pursuant to subdivision (a) of § 121-902 (Application for authority, contents)section 121-902 of this article.

(2)

Any authorized foreign limited partnership intending to change its fictitious name under which it does business in this state.

(3)

Any authorized foreign limited partnership which has changed its name in its jurisdiction, such new name not being available in this state.

(c)

Application to reserve a limited partnership name shall be delivered to the department of state. It shall set forth the name and address of the applicant, the name to be reserved, and a statement of the basis for the application under subdivision (a) or (b) of this section. The secretary of state may require that there be included in the application a statement as to the nature of the business to be conducted by the limited partnership. If the name is available for limited partnership use, the department of state shall reserve the name for the use of the applicant for a period of sixty days and issue a certificate of reservation. The restrictions and qualifications set forth in § 121-102 (Partnership name)section 121-102 of this article are not waived by the issuance of a certificate of reservation. The certificate of reservation shall include the name of the applicant, the name reserved, and the date of reservation. The certificate of reservation (or in lieu thereof an affidavit by the applicant or by his or her agent or attorney that the certificate of reservation has been lost or destroyed) shall accompany the certificate of limited partnership or the application for authority when either is delivered to the department of state.

(d)

The secretary of state may extend the reservation for additional periods of not more than sixty days each, upon the written request of the applicant or his or her attorney or agent delivered to the department of state, to be filed before expiration of the reservation period then in effect. Such request shall have attached to it the certificate of reservation of name. No more than two such extensions shall be granted.

Source: Section 121-103 — Reservation of partnership name, https://www.­nysenate.­gov/legislation/laws/PTR/121-103 (updated Sep. 22, 2014; accessed Jul. 13, 2024).

121‑101
Definitions
121‑102
Partnership name
121‑103
Reservation of partnership name
121‑104
Statutory designation of secretary of state as agent for service of process
121‑104‑A
Resignation for receipt of process
121‑105
Registered agent
121‑106
Records
121‑107
Nature of business
121‑108
Business transactions of partner with the partnership
121‑109
Service of process on limited partnerships
121‑109‑A
Electronic service of process
121‑110
The partnership agreement
121‑201
Certificate of limited partnership
121‑202
Amendment of the certificate of limited partnership
121‑202‑A
Certificate of change
121‑203
Cancellation of certificate
121‑204
Execution of certificates
121‑205
Execution, amendment or cancellation by judicial act
121‑206
Filing with the department of state
121‑207
Liability for false statement in certificate
121‑208
Restated certificate of limited partnership
121‑301
Admission of limited partners
121‑302
Classes and voting by limited partners
121‑303
Liability to third parties
121‑304
Person erroneously believing himself a limited partner
121‑401
Admission of additional general partners
121‑402
Events of withdrawal of a general partner
121‑403
General powers and liabilities
121‑404
Contributions by a general partner
121‑405
Classes and voting by general partners
121‑501
Form of contribution
121‑502
Liability for contributions
121‑503
Sharing of profits and losses
121‑504
Sharing of distributions
121‑601
Interim distributions
121‑602
Withdrawal of a general partner
121‑603
Withdrawal of a limited partner
121‑604
Right to distribution upon withdrawal
121‑605
Distribution in kind
121‑606
Right to distribution
121‑607
Limitations on distribution
121‑701
Nature of partnership interest
121‑702
Assignment of partnership interest
121‑703
Rights of creditor
121‑704
Right of assignee to become limited partner
121‑705
Liability upon assignment
121‑706
Power of estate of deceased or incompetent partner
121‑801
Nonjudicial dissolution
121‑802
Judicial dissolution
121‑803
Winding up
121‑804
Distribution of assets
121‑901
Law governing
121‑902
Application for authority, contents
121‑903
Certificate of amendment
121‑903‑A
Certificate of change
121‑904
Application for authority
121‑905
Surrender of certificate of authority
121‑906
Termination of existence
121‑907
Doing business without certificate of authority
121‑908
Violations
121‑1001
Parties to actions
121‑1002
Limited partners’ derivative action
121‑1003
Security for expenses
121‑1004
Indemnification of general partner
121‑1101
Merger and consolidation of limited partnerships
121‑1102
Procedure for merger or consolidation
121‑1103
Certificate of merger or consolidation
121‑1104
Effect of merger or consolidation
121‑1105
Payment for interest of dissenting limited partners
121‑1106
Mergers and consolidations involving other business entities
121‑1201
Existing limited partnership
121‑1202
Adoption by previously formed limited partnerships
121‑1300
Fees

Accessed:
Jul. 13, 2024

Last modified:
Sep. 22, 2014

§ 121-103’s source at nysenate​.gov

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