Title 7, Title 7 Associations, and Partnerships

(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with the actual or apparent authority…

(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person that becomes a …

(a) A partnership may sue and be sued in the name of the partnership. (b) To the extent not inconsistent with § 7-12.1-306, a partner may be joined in an action against the partnership or named in a separate action. (c) A judgment against a partnership is not by itself a judgment…

(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, rel…

(a) Each partner is entitled to an equal share of the partnership distributions and, except in the case of a limited liability partnership, is chargeable with a share of the partnership losses in proportion to the partner’s share of the distributions. (b) A partnership shall reim…

(a) Upon formation of a partnership, a person becomes a partner under § 7-12.1-202(a). (b) After formation of a partnership, a person becomes a partner: (1) As provided in the partnership agreement; (2) As a result of a transaction effective under Article 11 of this chapter; or (…

A contribution may consist of property transferred to, services performed for, or another benefit provided to the partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.

(a) A person’s obligation to make a contribution to a partnership is not excused by the person’s death, disability, termination, or other inability to perform personally. (b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligat…

(a) Any distribution made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under § 7-12.1-503 or charging order in effect under § 7-12.1-504. (b) Subject to § 7-12.1-7…

(a) A limited liability partnership may not make a distribution, including a distribution under § 7-12.1-806, if after the distribution: (1) The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership’s business; or (2) The part…

(a) Except as otherwise provided in subsection (b) of this section, if a partner of a limited liability partnership consents to a distribution made in violation of § 7-12.1-406 and in consenting to the distribution fails to comply with § 7-12.1-409, the partner is personally liab…

(a) A partnership shall keep its books and records, if any, at its principal office. (b) On reasonable notice, a partner may inspect and copy during regular business hours, at a reasonable location specified by the partnership, any record maintained by the partnership regarding t…

(a) A partner owes to the partnership and the other partners the duties of loyalty and care stated in subsections (b) and (c) of this section. (b) The fiduciary duty of loyalty of a partner includes the duties: (1) To account to the partnership and hold as trustee for it any prop…

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner, with or witho…

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so…

A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.

A transferable interest is personal property.

(a) A transfer, in whole or in part, of a transferable interest: (1) Is permissible; (2) Does not by itself cause a person’s dissociation as a partner or a dissolution and winding up of the partnership business; and (3) Subject to § 7-12.1-505, does not entitle the transferee to:…

(a) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor’s transferable in…

If a partner dies, the deceased partner’s legal representative may exercise: (1) The rights of a transferee provided in § 7-12.1-503(c); and (2) For purposes of settling the estate, the rights the deceased partner had under § 7-12.1-408.

A person is dissociated as a partner when: (1) The partnership knows or has notice of the person’s express will to withdraw as a partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date; (2) An event st…

(a) A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under § 7-12.1-601(1). (b) A person’s dissociation as a partner is wrongful only if the dissociation: (1) Is in breach of an express provision …

(a) If a person’s dissociation results in a dissolution and winding up of the partnership business, Article 8 of this chapter applies; otherwise, Article 7 of this chapter applies. (b) If a person is dissociated as a partner: (1) The person’s right to participate in the managemen…

(a) If a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business under § 7-12.1-801, the partnership shall cause the person’s interest in the partnership to be purchased for a buyout price determined pursua…

(a) After a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business and before the partnership is merged out of existence, converted, or domesticated under Article 11, or dissolved, the partnership is bound…

(a) Except as otherwise provided in subsection (b) of this section, a person dissociated as a partner is not liable for a partnership obligation incurred after dissociation. (b) A person that is dissociated as a partner is liable on a transaction entered into by the partnership a…

(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…