Limited Partnership Name

(1) The name of the limited partnership: (a) shall contain the words "limited partnership" without abbreviation; (b) may not contain the name or surname of a limited partner unless it is also the surname of a general partner, or prior to the admission of the limited partner, the business had been carried on under a name in which his surname appeared; (c) may not indicate that the partnership is organized other than for a purpose stated in a certificate oflimited partnership; and (d) may not be the same as, or deceptively similar to the name of any corporation, limited partnership, or limited liability company reserved or organized under the laws of the Commonwealth or registered as a foreign corporation, foreign limited partnership, or foreign limited liability company in the commonwealth, business trust or trademark/service mark filed with the Division, except with the written consent of the corporation, limited partnership, limited liability company, business trust or owner of the mark previously filed with the Division. 950 CMR- 370 l 08. l 2: continued (2) Any person intending to organize a limited partnership, any domestic limited partnership or foreign limited partnership registered in the Commonwealth or any foreign limited liability company intending to register in the Commonwealth may reserve the exclusive right to use a name, if available under the laws of the Commonwealth. The reservation shall be made by filing an application with the Division specifying the name to be reserved and the name and address of the applicant. The application must be accompanied by a $30.00 filing fee. The name shall be reserved for a period of 60 days. The reservation may be extended for an additional 60 day period upon written request of the applicant and payment of an additional $30.00 fee. The right to the exclusive use of a reserved name may be transferred to any other person by filing a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name and address of the transferee and accompanied by a fee of$30.00. Each domestic and foreign limited partnership authorized to transact business in the Commonwealth must continuously maintain a resident agent and office in the Commonwealth. (2) The office address of the resident agent must be a street address. A post office address is not sufficient. (3) The resident agent may be an individual, a domestic corporation, a domestic not for profit corporation, a domestic other business entity authorized by law, a foreign corporation qualified to do business in the Commonwealth or a foreign other business entity authorized by law and qualified to do business in the Commonwealth. A domestic limited partnership or a foreign limited partnership authorized to transact business in the Commonwealth shall change its resident agent or the street address of the resident agent by filing a certificate of change of agent/office address. Such certificate shall set forth: (a) the exact name of the limited partnership; (b) the current street address of the resident agent; ( c) the new street address of the resident agent; (d) the name of the current resident agent; ( e) the name of the new resident agent if the current resident is to be changed; and (f) the new resident agent's ~Titten consent to the appointment if the certificate sets forth the name of a new resident agent. (5) A resident agent shall change his street address for any domestic limited partnership or foreign limited partnership authorized to transact business in the Commonwealth for which he is a resident by filing a statement of change of resident office. The statement of change shall set forth: (a) the name of the agent; (b) the exact name of each domestic or foreign limited partnership; (c) the current office address; ( d) the new office address; and ( e) a certification that each limited partnership listed herein has been notified in writing of the change as required by M.G.L. c.109, §§ 4 and 52. The Statement of Change must be signed by the resident agent. It is effective on the time and date approved by the Division. ( 6) A resident agent shall resign his appointment by filing a statement of resignation with the Division. The statement of resignation shall set forth: (a) the name of the resident agent; (b) the exact name of the limited partnership; (c) the current office address of the resident agent; ( d) a statement that the agent hereby resigns his appointment as resident agent of the limited partnership; 950 CMR- 371 I 08.13: continued (e) a statement indicating whether the resident agent office address will be discontinued; and (f) a statement that a copy of the resignation has been furnished to the limited partnership. The statement of resignation must be signed by the resident agent. The signature may be original or facsimile. The resignation, and if applicable, the discontinuance of the office address, shall be effective on the 31 st day after the date on which the statement was filed.