A4932 1R

An Act concerning the use of alternate names by limited liability partnerships and amending P.L.2000, c.161.

Be It Enacted by the Senate and General Assembly of the State of New Jersey:

1. Section 48 of P.L.2000, c.161 (C.42:1A-48) is amended to read as follows:

48. a. The name of a limited liability partnership shall end with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP,” or “LLP”.

b. No domestic limited liability partnership or foreign limited liability partnership which conducts activities in this State shall conduct any activities in this State using an alternate name, including an abbreviation of its name or an acronym unless the limited liability partnership:

(1) also uses its actual name in the transaction of any of its activities in a manner as not to be deceptive as to its actual identity; or

(2) has first registered the alternate name as provided in this section.

c. Any limited liability partnership may adopt and use any alternate name by filing an original and a copy of a certificate of registration of alternate name with the ¹[filing office] State Treasurer¹ executed on behalf of the limited liability partnership. The certificate shall set forth:

(1) the name, jurisdiction and date of establishment of the limited liability partnership;

(2) the alternate name;

(3) a brief statement of the character or nature of the particular activities to be conducted using the alternate name including, but not limited to, the practice of professions requiring licensure or certification including, but not limited to, medicine, dentistry, podiatric medicine, dietetics, nutrition, psychoanalysis, counseling, social work, optometry, osteopathy, chiropractic, acupuncture, law, accounting, real estate brokerage or sales, private detective services, veterinary medicine, engineering, or architecture;

(4) that the limited liability partnership intends to use the alternate name in this State; and

(5) that the limited liability partnership has not previously used the alternate name in this State in violation of this section or, if it has, the month and year in which it commenced the use of the alternative name.

d. The registration shall be effective for five years from the date of filing and may be renewed successively for additional five-year periods by filing an original and a copy of the certificate of renewal executed on behalf of the limited liability partnership any time within ¹[90] 60¹ days prior to, but not later than, the date of expiration of the registration. The certificate of renewal shall set forth the information required in subsection c. of this section, the date of the certificate of registration then in effect and shall confirm that the limited liability partnership is continuing to use the alternate name.

e. This section shall not:

(1) grant to the registrant of an alternate name any right in the name as against any prior or subsequent user of the name, regardless of whether used as a trademark, trade name, business name or corporate name;

(2) interfere with the power of any court to enjoin the use of the name on the basis of the law of unfair competition or on any other basis except the identity or similarity of the alternate name to any other corporate or limited liability partnership name ¹[.] ;¹

(3) permit the use of an alternate name in violation of any applicable federal, state, or local statute, regulation, ordinance, or rule of professional conduct, responsibility or ethics governing any profession, service, or commercial activity, including but not limited to those governing medicine, dentistry, podiatric medicine, dietetics, nutrition, psychoanalysis, counseling, social work, optometry, osteopathy, chiropractic, acupuncture, law, accounting, real estate brokerage or sales, private detective services, veterinary medicine, engineering, or architecture; or

(4) repeal, modify, preempt, or otherwise affect the enforceability and validity of any state, or local statute, regulation, ordinance, or rule of professional conduct, responsibility or ethics governing any profession, service, or commercial activity, including but not limited to those governing medicine, dentistry, podiatric medicine, dietetics, nutrition, psychoanalysis, counseling, social work, optometry, osteopathy, chiropractic, acupuncture, law, accounting, real estate brokerage or sales, private detective services, veterinary medicine, engineering, or architecture.

f. A limited liability partnership which has used an alternate name in this State contrary to the provisions of this section shall, upon filing a certificate of registration of alternate name or an untimely certificate of renewal, pay to the ¹[filing office] State Treasurer¹ the filing fee prescribed for the certificate plus an additional filing fee equal to the full amount of the regular filing fee multiplied by the number of years it has been using the alternate name in violation of this section after the operative date of the prohibitions of this section specified in subsection h. of this section. For the purpose of this subsection, any part of a year shall be considered a full year.

g. The failure of a limited liability partnership to file a certificate of registration or renewal of an alternate name shall not impair the validity of any contract or act of the limited liability partnership and shall not prevent the limited liability partnership from defending any action or proceeding in any court of this State, but the limited liability partnership shall not maintain any action or proceeding in any court of this State arising out of a contract or act in which it used the alternate name until it has filed the certificate.

h. (1) A limited liability partnership which files a certificate of registration of alternate name which contains a false statement or omission regarding the date it first used an alternate name in this State shall, if the false statement or omission reduces the amount of the additional fee it paid or should have paid as provided in subsection f. of this section, forfeit to the State a penalty of not less than $200 and not more than $500.

(2) A limited liability partnership which is required to file a certificate of registration or renewal of alternate name and fails to do so within 60 days ¹[after being notified of the filing requirement by certified or registered mail by the filing office, by any other governmental officer,] prior to, but not later than, the date of expiration of the registration¹ or ¹90 days after having been notified¹ by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200 and not more than $500.

(3) A penalty imposed under this section shall be recovered with costs in an action brought by the Attorney General. The court may proceed on the action in a summary manner.

¹[i. As used in this section, “filing office” means the Division of Revenue in the Department of the Treasury, or other State office as designated by law.]¹

(cf: P.L.2000, c.161, s.48)

2. This act shall take effect immediately.