Title 7, Title 7 Associations, and Partnerships

(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…

(a) The law of the jurisdiction of formation of a foreign limited partnership governs: (1) The internal affairs of the partnership; (2) The liability of a partner as partner for a debt, obligation, or other liability of the partnership; and (3) The liability of a series of the pa…

(a) A foreign limited partnership may not do business in this state until it registers with the secretary of state under this part. (b) A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do …

To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the secretary of state for filing. The statement must state: (1) The name of the partnership and, if the name does not comply with § 7-13.1-114, an alternate n…

A registered foreign limited partnership shall deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in: (1) The name of the partnership; (2) The alternate name adopted pursuant to § 7-13.1-1006(a); or (3) The general…

(a) Activities of a foreign limited partnership which do not constitute doing business in this state under this part include: (1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding; (2) Carrying on any activity concerning its internal affairs, inc…

(a) A foreign limited partnership whose name does not comply with § 7-13.1-114 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with § 7-13.1-114. After registering to do business in th…

A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the …

(a) A registered foreign limited partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of withd…

(a) When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deli…

This chapter shall be known and may be cited as the “Uniform Limited Partnership Act”.

(a) The registration of a foreign limited partnership may be revoked by the secretary of state under the conditions prescribed in this section when it is established that: (1) The limited partnership procured its certificate of registration through fraud; (2) The limited partners…

(a) Upon revoking any such certificate of registration of limited 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 partnership by regular mai…

(a) Within ten (10) years after issuing a certificate of revocation as provided in § 7-13.1-1011, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited partnership in good standing as if its certificate of registration of limite…

(a) A registered foreign limited partnership may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must state: (1) The name of the partnership and its jurisdiction of formation; (2) That the partner…

The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this chapter.

As used in this chapter: (1) “Certificate of limited partnership” means the certificate required by § 7-13.1-201. The term includes the certificate as amended or restated. (2) “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in §…

(a) A person knows a fact if the person: (1) Has actual knowledge of it; or (2) Is deemed to know it under law other than this chapter. (b) A person has notice of a fact if the person: (1) Has reason to know the fact from all the facts known to the person at the time in question;…

The law of this state governs: (1) The internal affairs of a limited partnership; and (2) The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.

(a) Except as otherwise provided in subsections (c) and (d) of this section, the partnership agreement governs: (1) Relations among the partners as partners and between the partners and the limited partnership; (2) The activities and affairs of the partnership and the conduct of …

(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement. (b) A person that becomes a partner is deemed to assent to the partnership agreement. (c) Two (2) or more persons intendi…

(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condit…

A limited partnership shall maintain at its principal office the following information: (1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners…

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general …

(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (b) A limited partnership may have any lawful purpose,…

As used in this part: (1) “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired e…

(a) This part 11 does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this part 11. (b) A transaction effected under this part 11 may not create or impair a right, duty, or obligation of a person under the statutory law o…

(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication…

The fact that a transaction under this part 11 produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this part 11.

A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or ac…

An interest holder of a domestic merging, acquired, converting, or domesticating limited partnership is entitled to contractual appraisal rights in connection with a transaction under this part 11 to the extent provided in: (1) The partnership agreement; or (2) The plan.

(a) This part 11 may not be used to effect a transaction that is prohibited by law of this state other than this chapter. (b) If law of this state other than this chapter applies to a transaction that is otherwise within the scope of this part 11, the transaction is still subject…

A limited partnership has the capacity to sue and be sued in the name of the partnership and the power to do all things necessary or convenient to carry on the partnership’s activities and affairs.

(a) Before January 1, 2024, this chapter governs only: (1) A limited partnership formed on or after January 1, 2023; and (2) Except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before January 1, 2023, which elects, in the manner p…

(a) By complying with this subpart: (1) One or more domestic limited partnerships may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) Two (2) or more foreign entities may merge into a domestic limited partnership. (b) By co…

(a) A domestic limited partnership may become a party to a merger under this subpart by approving a plan of merger. The plan must be in a record and contain: (1) As to each merging entity, its name, jurisdiction of formation, and type of entity; (2) If the surviving entity is to …

(a) A plan of merger is not effective unless it has been approved: (1) By a domestic merging limited partnership, by all the partners of the partnership entitled to vote on or consent to any matter; and (2) In a record, by each partner of a domestic merging limited partnership wh…

(a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) A domestic merging limited partnership may approve an amendment of a plan of merger: (1) In the same manner as the plan was approved, if the plan doe…

(a) Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing. (b) Articles of merger must contain: (1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; (2) The name,…

(a) When a merger becomes effective: (1) The surviving entity continues or comes into existence; (2) Each merging entity that is not the surviving entity ceases to exist; (3) All property of each merging entity vests in the surviving entity without transfer, reversion, or impairm…

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.