Title 7, Title 7 Associations, and Partnerships

(a) A person dissociated as a partner or the partnership may deliver to the secretary of state for filing a statement of dissociation stating the name of the partnership and that the person has dissociated from the partnership. (b) A statement of dissociation is a limitation on t…

Continued use of a partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership conti…

A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following: (1) In a partnership at will, the partnership knows or has notice of a person’s express will to withdraw as a partner, other than a partner that has dissociated under § 7-1…

(a) A dissolved partnership shall wind up its business and, except as otherwise provided in § 7-12.1-803, the partnership continues after dissolution only for the purpose of winding up. (b) In winding up its business, the partnership: (1) Shall discharge the partnership’s debts, …

(a) A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective or the superior court has entered an order under § 7-12.1-801(4) or (5) dissolving the partnership. (b) Rescinding dissolution under this section re…

(a) A partnership is bound by a partner’s act after dissolution which: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under § 7-12.1-301 before dissolution if, at the time the other party enters into the transaction, the other …

(a) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under § 7-12.1-804(a) by an act that is not appropriate for winding up the partnership business, the partner is liable: (1) To the partnership for any damage caused to the partnership…

(a) In winding up its business, a partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to creditors, including partners that are creditors. (b) After a partnership complies with subsection (a) of this…

(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section. (b) A dissolved limited liability …

(a) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice. (b) A notice under subsection (a) of this section must: (1) Be published at least once in a…

(a) A dissolved limited liability partnership that has published a notice under § 7-12.1-808 may file an application with the Providence County superior court for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected …

If a claim against a dissolved partnership is barred under § 7-12.1-807, 7-12.1-808, or 7-12.1-809, any corresponding claim under § 7-12.1-306, 7-12.1-703, or 7-12.1-805 is also barred.

(a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the affirmative vote or consent necessary to amend the partnership agreement exce…

(a) The name of a partnership that is not a limited liability partnership may not contain the phrase “Registered Limited Liability Partnership” or “Limited Liability Partnership” or the abbreviation “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”. (b) The name of a limited liability partn…

(a) Any domestic or foreign limited liability partnership formed under the laws of, or registered to do business in this state may transact business in this state under a fictitious name provided that it files a fictitious business name statement in accordance with this section p…

(a) The statement of qualification of a limited liability partnership may be revoked by the secretary of state under the conditions prescribed in this section when it is established that: (1) The limited liability partnership procured its statement of qualification through fraud;…

(a) Upon revoking any such certificate of a limited liability partnership, the secretary of state shall: (1) Issue a certificate of revocation in duplicate; (2) File one of the certificates in the secretary of state’s office; (3) Send to the limited liability partnership by regul…

(a) A partnership whose statement of qualification has been revoked administratively under § 7-12.1-903 may apply to the secretary of state for reinstatement of the statement of qualification not later than two (2) years after the effective date of the revocation. The application…

(a) If the secretary of state denies a partnership’s application for reinstatement following administrative revocation of the partnership’s statement of qualification, the secretary of state shall serve the partnership with a notice in a record that explains the reasons for the d…

(a) A person may reserve the exclusive use of a name that complies with § 7-12.1-902 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds th…

(a) A foreign limited liability partnership not registered to do business in this state under Article 10 of this chapter may register its name, or an alternate name adopted pursuant to § 7-12.1-902, if the name is distinguishable on the records of the secretary of state from the …

(a) Each limited liability partnership and each registered foreign limited liability partnership shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the partnership or foreign partnership that the agent…

(a) A limited liability partnership or registered foreign limited liability partnership may change its registered agent or the address of its registered agent by delivering to the secretary of state for filing a statement of change that states: (1) The name of the partnership or …

(a) A registered agent may resign as an agent for a limited liability partnership or registered foreign limited liability partnership by delivering to the secretary of state for filing a statement of resignation that states: (1) The name of the partnership or foreign partnership;…

(a) If a registered agent changes its name or address, the agent may deliver to the secretary of state for filing a statement of change that states: (1) The name of the limited liability partnership or registered foreign limited liability partnership represented by the registered…

(a) A limited liability partnership or registered foreign limited liability partnership may be served with any process, notice, or demand required or permitted by law by serving its registered agent. (b) If a limited liability partnership or registered foreign limited liability p…

(a) A limited liability partnership or registered foreign limited liability partnership shall deliver to the secretary of state for filing an annual report that states: (1) The name of the partnership or registered foreign partnership; (2) The street and mailing addresses of its …

(a) For tax years beginning on or after January 1, 2012, a limited liability partnership registered under § 7-12-56 shall file a return in the form and containing the information as prescribed by the tax administrator as follows: (1) If the fiscal year of the limited liability pa…

(a) Notwithstanding any other provisions of the Rhode Island general laws, when any section of this chapter refers to state fees and/or taxes paid as required by § 7-12.1-914, the division of taxation is authorized to respond and share tax information with the secretary of state’…

(a) The tax administrator may, after July 15 of each year, compile a list of all limited liability partnerships that have failed to pay any state fees and/or taxes for one year after the fees and/or taxes became due and payable, and the failure is not the subject of a pending app…