In North Carolina, can a limited partnership do business under an assumed (DBA) name, or does it have to use its registered partnership name?

Plain-English summary

The Deputy Secretary of State asked the AG four related questions about whether limited partnerships (LPs) could use assumed names (DBAs) under North Carolina law.

Associate Attorney General L. Darlene Graham answered no to the first two questions (and therefore did not reach the follow-on questions).

Question 1: Can a North Carolina limited partnership formed under Article 5 of Chapter 59 do business under an assumed name?

Answer: No. The general rule under Articles 14 and 15 of Chapter 66 is that businesses operating under an assumed name must register an assumed name certificate with the Register of Deeds in any county where they operate under that name. § 66-68 specifically excludes limited partnerships from that statute. The exclusion is not a license to use unregistered assumed names; it is a signal that limited partnerships are governed by a different regime.

The other regime is Article 5 of Chapter 59. § 59-103 deals with limited partnership names. § 59-104 covers registration. § 59-201(a)(1) requires the certificate of limited partnership to set forth the name of the limited partnership. All these provisions speak of one name (not "names"), and none authorizes use of an assumed name.

The AG concluded that the General Assembly's two-part structure (excluding LPs from the general Assumed Name Statute and setting up a Chapter 59 system that contemplates only one name) means LPs are required to use their registered name. The reason cited by the AG is the same reason Price v. Edwards (1919) gives for the general Assumed Name Statute: protecting creditors and others doing business with a concern from being misled about the entity they are dealing with.

Question 2: Can a foreign limited partnership authorized to do business in North Carolina use more than one assumed name?

Answer: No. § 59-902(a)(1) governs the assumed name a foreign LP must register with the Secretary of State when authorized to transact business in North Carolina. The statute uses the singular ("name") and contains no authorization for multiple assumed names. § 59-104(a)(4) allows a foreign LP to change its name, but the change replaces the old name; it does not add a second name.

Questions 3 and 4 (whether the assumed name must include the words "limited partnership" and whether the assumed name should be filed under § 66-68) were not reached because the answers to 1 and 2 were no.

Currency note

This opinion was issued in 1987. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here. North Carolina enacted a comprehensive new business entity statutes framework in subsequent decades, including the Revised Uniform Limited Partnership Act (Chapter 59A in some periods) and the Assumed Business Name Act in 2017 (replacing Chapter 66 Articles 14-15 with Chapter 66 Article 14A). The 2017 act allows business entities, including limited partnerships, to file assumed business name certificates centrally with the Secretary of State. Modern researchers should consult the current Chapter 59 and Chapter 66 statutes before applying this 1987 opinion to a present-day naming question.

Background and statutory framework

Limited partnerships in North Carolina occupy a structural middle ground between general partnerships and corporations. Unlike general partnerships (no formal filing required, partners individually liable for partnership debts), LPs are creatures of statute, with a filed certificate of formation and limited liability for limited partners. Unlike corporations, the partnership name is typically tied to the partners' names rather than being a freely chosen brand.

The 1987 question reflects the tension between LP naming conventions and modern business branding. A limited partnership formed to operate a chain of restaurants might want to do business under the chain's trade name rather than its statutory partnership name. The Deputy Secretary of State's question was whether this was allowed.

The AG's answer turned on statutory structure. The general Assumed Name Statute (§ 66-68 and Articles 14-15 of Chapter 66) was the obvious DBA framework for sole proprietors, general partnerships, and corporations. By excluding limited partnerships from § 66-68, the legislature carved them out of the general framework. The question was whether the carve-out meant "LPs have their own DBA framework somewhere else" or "LPs may not use DBAs at all." The AG read it as the latter, because Chapter 59 nowhere authorized DBAs.

The 1919 case Price v. Edwards is the policy backbone. Assumed-name rules exist to prevent fraud on creditors. A creditor lending to "Smith Restaurants" needs to know whose actual liability stands behind that name. The 1987 AG opinion applied the same policy: LPs operating under unregistered DBAs would create the same risk of creditor confusion, and the General Assembly's statutory framework was best read to prevent it.

The opinion's strict reading is consistent with the era's textual approach to corporate law. The General Assembly later modernized the framework, but in 1987 the answer was a clear "use the registered name."

Common questions

What about an LP that operates several distinct businesses?

Under the 1987 framework, an LP operating multiple distinct businesses had to operate each under the partnership's registered name. The practical workaround was to create separate LPs (or other entities) for separate business lines. Modern North Carolina law (under the 2017 Assumed Business Name Act) permits LPs to register assumed business names.

What about a foreign LP whose home-state name is already in use in North Carolina?

§ 59-902(a)(1) anticipates this by providing for a registered assumed name for a foreign LP whose actual name conflicts with a name already on file. The foreign LP can register one assumed name with the Secretary of State for use in North Carolina, but only one.

Does this apply to limited liability limited partnerships (LLLPs)?

In 1987, the LLLP form did not yet exist in North Carolina. It was added later. The 1987 analysis would apply to the traditional LP form; modern LLLPs are governed by current statute.

Can an LP register a trademark that differs from the partnership name?

Trademark law (federal under the Lanham Act and state under Chapter 80) is separate from the entity-name framework. An LP can hold a trademark in a brand name that differs from the partnership name; the trademark protects the brand from infringement. What the LP cannot do under the 1987 framework is hold itself out to the public as doing business under the brand name without using the partnership name. (Modern law allows this through registered assumed business names.)

What if a third party doing business with an unregistered-DBA LP sues for breach?

The opinion does not address remedies for third parties dealing with an LP operating under an unauthorized name. General principles would suggest the partnership is still bound by contracts it entered into through whatever name was used; the legal-entity status does not vanish because of a naming violation. The naming violation could create separate consequences (e.g., the partnership may not be able to bring suit in its own name without first registering, depending on the specific defect).

Source

• Landing page: https://ncdoj.gov/opinions/business-and-commerce/

Citations

• N.C.G.S. § 59-103 (LP names)
• N.C.G.S. § 59-104 (registration; § 59-104(a)(4) name change)
• N.C.G.S. § 59-201(a)(1) (certificate of LP)
• N.C.G.S. § 59-902(a)(1) (foreign LP assumed name)
• N.C.G.S. § 66-68 (Assumed Name Statute; excludes LPs)
• Articles 14 and 15 of Chapter 66 (general assumed-name regulation)
• Price v. Edwards, 178 N.C. 493, 101 S.E. 33 (1919)

Original opinion text

Requested By:

Mr. Clyde Smith Deputy Secretary of State

Questions:

• (1)
• May a North Carolina limited partnership formed under Article 5 of Chapter 59 of the General Statutes do business under an assumed name?
• (2)
• May a foreign limited partnership authorized to transact business in North Carolina under Article 5 of Chapter 59 of the General Statutes use more than the one assumed name permitted by G.S. 59-902(a)(1)?
• (3)
• If the answer to either question (1) or (2) is yes, must the assumed name contain the words "limited partnership?"
• (4)
• If the answer to either question (1) or (2) is yes, is the limited partnership required or permitted to file its assumed name under G.S. 66-68?

Conclusions:

• (1)
• No
• (2)
• No
• (3)
• and (4)

Since the answer to Questions (1) and (2) is no, it is not necessary to answer these questions.

Discussion of Question 1

Businesses operating under assumed names are regulated by Articles 14 and 15 of Chapter 66 of the North Carolina General Statutes. These statutes require all persons, partnerships or corporations not excluded by the statute and operating under an assumed name to register an assumed name certificate with the Register of Deeds in any county where they operate under such assumed name. The statute specifically excludes limited partnerships from its coverage. G.S. 66-68.

The Courts of this State have long held that the intent of this statute is to prevent fraud or imposition upon those dealing with a business conducted under an assumed name, and to afford them means for knowing the status and responsibility of the concern with which they deal. Price v. Edwards, 178 N.C. 493, 101 S.E.33 (1919). Limited partnerships operating under assumed names have the same potential to mislead creditors and others dealing with them as do individuals, partnerships and corporations operating under assumed names. Since limited partnerships were specifically excluded from the provisions of the Assumed Name Statute, G.S. 66-68 et. seq., the logical conclusion is that these limited partherships may not operate under assumed names.

G.S. 59-103 and 59-104 deal specifically with the names of limited partnership and registration requirements. Each of these provisions speaks of only one name for the limited partnership, thus indicating that assumed names may not be used by limited partherships. Further, G.S. 59-201(a)(1) requires a certificate of limited partnership to be executed and filed setting forth the name of the limited partnership, again indicating that only one name may be used by such entities.

Thus domestic limited partnerships may not operate under assumed names in this state.

Discussion of Question 2

G.S. 59-902(a)(1), strictly construed, suggests that a foreign limited partnership may only use one assumed name, by using the singular form of the word "name." The foreign limited partnership may change its name in accordance with G.S. 59-104(a)(4), but nothing in Article 5, Chapter 59, expressly or implicitly authorizes the use of more than one assumed name by a foreign limited partnership.

Furthermore, the general provisions on use of assumed names by businesses, G.S. 66-68, specifically exclude limited partnerships from its terms. There is, therefore, no authority in the statute for allowing a foreign limited partnership to operate under any more than one assumed name, and the assumed name under which it operates must be the one registered with the Secretary of State pursuant to G.S. 59-902(a)(1).

Discussion of Question 3

Since Questions (1) and (2) were answered no, no response is given to this question.

Discussion of Question 4

Since Questions (1) and (2) were answered no, no response is given to this question.

LACY H. THORNBURG ATTORNEY GENERAL

L. Darlene Graham Associate Attorney General