Source: Rhode Island General Assembly, webserver.rilegislature.gov/Statutes/TITLE7/7-13.1/. Retrieved 2026-07-07. Concatenation of the chapter's official section pages.
§ 7-13.1-101. Short title.
This chapter shall be known and may be cited as the “Uniform Limited Partnership Act”.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-102. Definitions.
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 § 7-13.1-501 which is provided by a person to a limited partnership to become a partner or in the person’s capacity as a partner.
(3) “Debtor in bankruptcy” means a person that is the subject of:
(i) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(ii) A comparable order under federal, state, or foreign law governing insolvency.
(4) “Deliver” means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state. “Delivered” and “delivering” have a corresponding meaning.
(5) “Distribution” means a transfer of money or other property from a limited partnership to a person on account of a transferable interest or in the person’s capacity as a partner. The term:
(i) Includes:
(A) A redemption or other purchase by a limited partnership of a transferable interest; and
(B) A transfer to a partner in return for the partner’s relinquishment of any right to participate as a partner in the management or conduct of the partnership’s activities and affairs or to have access to records or other information concerning the partnership’s activities and affairs; and
(ii) Does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.
(6) “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and renewed by a recipient thereof, and may be directly reproduced in a paper form by such a recipient through an automated process.
(7) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to § 7-13.1-404(c).
(8) “Foreign limited partnership” means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this state. The term includes a foreign limited liability limited partnership.
(9) “General partner” means a person that:
(i) Has become a general partner under § 7-13.1-401 or was a general partner in a partnership when the partnership became subject to this chapter under § 7-13.1-112; and
(ii) Has not dissociated as a general partner under § 7-13.1-603.
(10) “Jurisdiction”, used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
(11) “Jurisdiction of formation” means the jurisdiction whose law governs the internal affairs of an entity.
(12) “Limited liability limited partnership”, except in the phrase “foreign limited liability limited partnership” and in part 11 of this chapter, means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership.
(13) “Limited partner” means a person that:
(i) Has become a limited partner under § 7-13.1-301 or was a limited partner in a limited partnership when the partnership became subject to this chapter under § 7-13.1-112; and
(ii) Has not dissociated under § 7-13.1-601.
(14) “Limited partnership”, except in the phrase “foreign limited partnership” and in part 11 of this chapter, means an entity formed under this chapter or which becomes subject to this chapter under part 11 of this chapter or § 7-13.1-112. The term includes a limited liability limited partnership.
(15) “Partner” means a limited partner or general partner.
(16) “Partnership agreement” means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in § 7-13.1-105(a). The term includes the agreement as amended or restated.
(17) “Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, cooperative housing corporation, workers’ cooperative, producers’ cooperative, consumer’s cooperative, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(18) “Principal office” means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state.
(19) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
(20) “Record”, used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(21) “Registered agent” means an agent of a limited partnership or foreign limited partnership which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership.
(22) “Registered foreign limited partnership” means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state.
(23) “Required information” means the information that a limited partnership is required to maintain under § 7-13.1-108.
(24) “Sign” means, with present intent to authenticate or adopt a record:
(i) To execute or adopt a tangible symbol; or
(ii) To attach to or logically associate with the record an electronic symbol, sound, or process.
(25) “Signature” or “execution” means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state. “Signed” and “executed” have a corresponding meaning.
(26) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(27) “Transfer” includes:
(i) An assignment;
(ii) A conveyance;
(iii) A sale;
(iv) A lease;
(v) An encumbrance, including a mortgage or security interest;
(vi) A gift; and
(vii) A transfer by operation of law.
(28) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a partner, to receive distributions from a limited partnership, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.
(29) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. The term includes a person that owns a transferable interest under § 7-13.1-602(a)(3) or 7-13.1-605(a)(4).
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-103. Knowledge; Notice.
(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; or
(2) Is deemed to have notice of the fact under subsection (c) or (d) of this section.
(c) A certificate of limited partnership on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d) of this section, the certificate is not notice of any other fact.
(d) A person not a partner is deemed to have notice of:
(1) A person’s dissociation as a general partner ninety (90) days after an amendment to the certificate of limited partnership which states that the other person has dissociated becomes effective or ninety (90) days after a statement of dissociation pertaining to the other person becomes effective, whichever occurs first;
(2) A limited partnership’s:
(i) Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective;
(ii) Termination ninety (90) days after a statement of termination under § 7-13.1-802(b)(2)(vi) becomes effective; and
(iii) Participation in a merger, interest exchange, conversion, or domestication, ninety (90) days after articles of merger, interest exchange, conversion, or domestication under part 11 of this chapter become effective.
(e) Subject to § 7-13.1-210(f), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(f) A general partner’s knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner’s knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-104. Governing law.
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.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-105. Partnership agreement; Scope, function, and limitations.
(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 those activities and affairs; and
(3) The means and conditions for amending the partnership agreement.
(b) To the extent the partnership agreement does not provide for a matter described in subsection (a) of this section, this chapter governs the matter.
(c) A partnership agreement may not:
(1) Vary the law applicable under § 7-13.1-104;
(2) Vary a limited partnership’s capacity under § 7-13.1-111 to sue and be sued in its own name;
(3) Vary any requirement, procedure, or other provision of this chapter pertaining to:
(i) Registered agents; or
(ii) The secretary of state, including provisions pertaining to records authorized or required to be delivered to the secretary of state for filing under this chapter;
(4) Vary the provisions of § 7-13.1-204;
(5) Vary the right of a general partner under § 7-13.1-406(b)(2) to vote on or consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership;
(6) Alter or eliminate the duty of loyalty or the duty of care except as otherwise provided in subsection (d) of this section;
(7) Eliminate the contractual obligation of good faith and fair dealing under §§ 7-13.1-305(a) and 7-13.1-409(d), but the partnership agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured;
(8) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of law;
(9) Vary the information required under § 7-13.1-108 or unreasonably restrict the duties and rights under § 7-13.1-304 or 7-13.1-407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(10) Vary the grounds for expulsion specified in § 7-13.1-603(5)(ii);
(11) Vary the power of a person to dissociate as a general partner under § 7-13.1-604(a), except to require that the notice under § 7-13.1-603(1) be in a record;
(12) Vary the causes of dissolution specified in § 7-13.1-801(a)(6);
(13) Vary the requirement to wind up the partnership’s activities and affairs as specified in § 7-13.1-802(a), (b)(1), and (d);
(14) Unreasonably restrict the right of a partner to maintain an action under part 9 of this chapter;
(15) Vary the provisions of § 7-13.1-905, but the partnership agreement may provide that the partnership may not have a special litigation committee;
(16) Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under § 7-13.1-1123(a)(2), 7-13.1-1133(a)(2), 7-13.1-1143(a)(2), or 7-13.1-1153(a)(2);
(17) Vary the required contents of a plan of merger under § 7-13.1-1122(a), plan of interest exchange under § 7-13.1-1132(a), plan of conversion under § 7-13.1-1142(a), or plan of domestication under § 7-13.1-1152(a); or
(18) Except as otherwise provided in §§ 7-13.1-106 and 7-13.1-107(b), restrict the rights under this chapter of a person other than a partner.
(d) Subject to subsection (c)(8) of this section, without limiting other terms that may be included in a partnership agreement, the following rules apply:
(1) The partnership agreement may:
(i) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts; and
(ii) Alter the prohibition in § 7-13.1-504(a)(2) so that the prohibition requires only that the partnership’s total assets not be less than the sum of its total liabilities.
(2) If not manifestly unreasonable, the partnership agreement may:
(i) Alter or eliminate the aspects of the duty of loyalty stated in § 7-13.1-409(b);
(ii) Identify specific types or categories of activities that do not violate the duty of loyalty;
(iii) Alter the duty of care, but may not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and
(iv) Alter or eliminate any other fiduciary duty.
(e) The superior court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under subsection (c)(7) or (d)(2) of this section. The superior court:
(1) Shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and
(2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that:
(i) The objective of the term is unreasonable; or
(ii) The term is an unreasonable means to achieve its objective.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-106. Partnership agreement — Effect on limited partnership and person becoming partner — Preformation agreement.
(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 intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-107. Partnership agreement — Effect on third parties and relationship to records effective on behalf of limited partnership.
(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 condition.
(b) The obligations of a limited partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 7-13.1-703(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and
(2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 7-13.1-105(c) or (d)(2) if contained in the partnership agreement, the provision is ineffective in the record.
(d) Subject to subsection (c) of this section, if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with a provision of the partnership agreement:
(1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and
(2) The record prevails as to other persons to the extent they reasonably rely on the record.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-108. Required information.
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, in alphabetical order;
(2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3) A copy of any filed articles of merger, interest exchange, conversion, or domestication;
(4) A copy of the partnership’s federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6) A copy of any financial statement of the partnership for the three (3) most recent years;
(7) A copy of the three (3) most recent annual reports delivered by the partnership to the secretary of state pursuant to § 7-13.1-212;
(8) A copy of any record made by the partnership during the past three (3) years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9) Unless contained in a partnership agreement made in a record, a record stating:
(i) A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner;
(ii) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(iii) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(iv) Any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-109. Dual capacity.
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 partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-110. Nature, purpose, and duration of limited partnership.
(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, regardless of whether for profit.
(c) A limited partnership has perpetual duration.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-111. Powers.
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.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-112. Application to existing relationships — Effect of repeal of prior acts.
(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 provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
(b) Except as otherwise provided in subsections (c) and (d) of this section, on and after January 1, 2024, this chapter governs all limited partnerships.
(c) With respect to a limited partnership formed before January 1, 2023, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Section 7-13.1-110(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2023.
(2) The limited partnership is not required to amend its certificate of limited partnership to comply with § 7-13.1-201(b)(5).
(3) Sections 7-13.1-601 and 7-13.1-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2023.
(4) Section 7-13.1-603(4) does not apply.
(5) Section 7-13.1-603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2023.
(6) Section 7-13.1-801(a)(3) does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2023.
(d) With respect to a limited partnership that elects pursuant to subsection (a)(2) of this section to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership’s general partners to third parties apply:
(1) Before January 1, 2024, to:
(i) A third party that had not done business with the limited partnership in the year before the election took effect; and
(ii) A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has been notified of the election; and
(2) On and after January 1, 2024, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subsection (d)(1)(ii) of this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-113. Supplemental principles of law.
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-114. Permitted names.
(a) The name of a limited partnership may contain the name of any partner.
(b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “LP” or “L.P.” and may not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”.
(c) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “LP” or “L.P.”.
(d) The name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, must be distinguishable on the records of the secretary of state from any name of an existing person whose formation or qualification required the filing of a record by the secretary of state or any name that is filed, reserved, or registered under this chapter or as permitted by the laws of this state, subject to the following:
(1) This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and
(2) The name may be the same as the name of an existing person, the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from the date of the revocation.
(e) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.
(f) The secretary of state shall promulgate rules and regulations defining the term “distinguishable upon the record” for the administration of this chapter.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-114.1. Fictitious business name.
(a) Any domestic or foreign limited 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 prior to the time it commences to conduct business under the fictitious name.
(b) A fictitious business name statement shall be filed with the secretary of state, and shall be executed, in the case of a domestic limited partnership, by at least one general partner and, in the case of a foreign limited partnership, by a person with authority to do so under the laws of the state or other jurisdiction of its formation, and shall state:
(1) The fictitious business name to be used; and
(2) The name of the applicant limited partnership or foreign limited partnership, and the state and date of its formation.
(c) The fictitious business name statement expires upon the filing of a statement of abandonment of use of a fictitious business name registered in accordance with this section or upon the dissolution of the domestic limited partnership or the cancellation of registration of the foreign limited partnership.
(d) The statement of abandonment of use of a fictitious business name under this section shall be filed with the secretary of state, shall be executed in the same manner provided in subsection (b) of this section, and shall state:
(1) The fictitious business name being abandoned;
(2) The date on which the original fictitious business name statement being abandoned was filed; and
(3) The information presented in subsection (b)(2) of this section.
(e) No domestic or foreign limited partnership transacting business under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of the state until a fictitious business name statement has been filed in accordance with this section.
(f) No domestic or foreign limited partnership may be permitted to transact business under a fictitious business name pursuant to this section that is the same as the name of an existing person whose formation or qualification required the filing of a record by the secretary of state or any name that is filed, reserved, or registered under this title or as permitted by the laws of this state, subject to the following:
(1) This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and
(2) The name may be the same as the name of an existing person, the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from the date of the revocation.
(g) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.
(h) The secretary of state shall promulgate rules and regulations defining the term “distinguishable upon the record” for the administration of this chapter.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-115. Reservation of name.
(a) A person may reserve the exclusive use of a name that complies with § 7-13.1-114 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 that the name is available, the secretary of state shall reserve the name for the applicant’s exclusive use for one hundred twenty (120) days.
(b) The owner of a reserved name may transfer the reservation to another person by delivering to the secretary of state a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-116. Registration of name.
(a) A foreign limited partnership not registered to do business in this state under part 10 of this chapter may register its name, or an alternate name adopted pursuant to § 7-13.1-1006, if the name is distinguishable on the records of the secretary of state from the names that are not available under § 7-13.1-114.
(b) To register its name or an alternate name adopted pursuant to § 7-13.1-1006, a foreign limited partnership must deliver to the secretary of state for filing an application stating the partnership’s name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to § 7-13.1-1006. If the secretary of state finds that the name applied for is available, the secretary of state shall register the name for the applicant’s exclusive use.
(c) The registration of a name under this section is effective for one year after the date of registration.
(d) A foreign limited partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three (3) months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
(e) A foreign limited partnership whose name registration is effective may register as a foreign limited partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-117. Registered agent.
(a) Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve.
(b) A registered agent for a limited partnership or registered foreign limited partnership must be an existing person and have a place of business in this state.
(c) The only duties under this chapter of a registered agent that has complied with this chapter are:
(1) To forward to the limited partnership or registered foreign limited partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent;
(2) If the registered agent resigns, to provide the notice required by § 7-13.1-119(c) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership; and
(3) To keep current the information with respect to the agent in the records of the secretary of state.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-118. Change of registered agent or address for registered agent by limited partnership.
(a) A limited partnership or registered foreign limited 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 foreign partnership; and
(2) The information that is to be in effect as a result of the filing of the statement of change.
(b) The general or limited partners of a limited partnership need not approve the delivery to the secretary of state for filing of:
(1) A statement of change under this section; or
(2) A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction.
(c) A statement of change under this section designating a new registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve.
(d) Any person who designates a registered agent without the registered agent’s authority is guilty of a misdemeanor and, upon conviction, may be punished by a fine of not more than one thousand dollars ($1,000) or by imprisonment of not more than one year, or both.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-119. Resignation of registered agent.
(a) A registered agent may resign as an agent for a limited partnership or registered foreign limited 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;
(2) The name of the agent;
(3) That the agent resigns from serving as registered agent for the partnership or foreign partnership; and
(4) The address of the partnership or foreign partnership to which the secretary of state will send the notice required by subsection (c) of this section.
(b) A statement of resignation takes effect on the earlier of:
(1) The thirty-first day after the day on which it is filed by the secretary of state; or
(2) The designation of a new registered agent for the limited partnership or registered foreign limited partnership.
(c) A registered agent promptly shall furnish to the limited partnership or registered foreign limited partnership notice in a record of the date on which a statement of resignation was filed.
(d) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited partnership or registered foreign limited partnership. The resignation does not affect any contractual rights the partnership or foreign partnership has against the agent or that the agent has against the partnership or foreign partnership.
(e) A registered agent may resign with respect to a limited partnership or registered foreign limited partnership whether or not the partnership or foreign partnership is in good standing.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-120. Change of name or address by registered agent.
(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 partnership or registered foreign limited partnership represented by the registered agent;
(2) The name of the agent as currently shown in the records of the secretary of state for the partnership or foreign partnership;
(3) If the name of the agent has changed, its new name; and
(4) If the address of the agent has changed, its new address.
(b) A registered agent promptly shall furnish notice to the represented limited partnership or registered foreign limited partnership of the filing by the secretary of state of the statement of change and the changes made by the statement.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-121. Service of process, notice, or demand.
(a) A limited partnership or registered foreign limited partnership may be served with any process, notice, or demand required or permitted by law by serving its registered agent.
(b) If a limited partnership or registered foreign limited partnership fails to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the secretary of state is an agent of the limited partnership or registered foreign limited partnership upon whom any process, notice, or demand may be served. Service on the secretary of state of any process, notice, or demand is made by delivering to and leaving with the secretary of state or with any clerk having charge of the corporation department of the office, duplicate copies of the process, notice, or demand. In the event any process, notice, or demand is served on the secretary of state, the secretary of state shall immediately forward one of the copies by certified mail, addressed to the limited partnership or registered foreign limited partnership at its registered office. Any service upon the secretary of state is returnable in not less than thirty (30) days.
(c) The secretary of state shall maintain a record of any such service setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served upon the secretary of state, the fact that service has been effected pursuant to this section, the return date thereof, and the day and hour when the service was made. The secretary of state shall not be required to retain such information for a period longer than five (5) years from receipt of the service of process.
(d) Service of process, notice, or demand on a registered agent must be in a written record.
(e) Service of process, notice, or demand may be made by other means under law other than this chapter.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
§ 7-13.1-122. Delivery of record.
(a) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
(b) Delivery to the secretary of state is effective only when a record is received by the secretary of state.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-123. Fees for filing documents and issuing certificates.
The secretary of state shall charge and collect for:
(1) Filing a certificate of limited partnership, one hundred dollars ($100);
(2) Filing a certificate of amendment to a certificate of limited partnership, fifty dollars ($50.00);
(3) Filing a certificate of correction to a certificate of limited partnership, fifty dollars ($50.00);
(4) Filing a certificate of dissolution of a certificate of limited partnership, ten dollars ($10.00);
(5) Filing an application to reserve a limited partnership name, fifty dollars ($50.00);
(6) Filing a notice of transfer of a reserved limited partnership name, fifty dollars ($50.00);
(7) Filing a statement of change of address of specified office or change of specified agent, twenty dollars ($20.00);
(8) Filing a statement of change of address only for a specified agent, without fee;
(9) Filing an application of a foreign limited partnership to register as a foreign limited partnership, one hundred dollars ($100);
(10) Filing a certificate of withdrawal of registration as a foreign limited partnership, twenty-five dollars ($25.00);
(11) Filing any other document, statement, or report of a domestic or foreign limited partnership, except an annual report, ten dollars ($10.00);
(12) Filing a certificate of amendment of a foreign limited partnership, fifty dollars ($50.00);
(13) An annual report of a domestic or foreign limited partnership, fifty dollars ($50.00);
(14) To withdraw the certificate of revocation of a limited partnership, whether domestic or foreign, a penalty in the amount of fifty dollars ($50.00) for each year or part of the year that has elapsed since the issuance of the certificate of revocation;
(15) For issuing a certificate of good standing/letter of status, twenty dollars ($20.00).
(16) For issuing a certificate of fact, thirty dollars ($30.00);
(17) For furnishing a certified copy of any document, instrument, or paper relating to a domestic or foreign limited partnership, a fee of fifteen cents ($.15) per page and ten dollars ($10.00) for the certificate and affirming the seal to it; and
(18) Service of process on the secretary of state as registered agent of a limited partnership, fifteen dollars ($15.00) which amount may be recovered as a taxable cost by the party to the suit or action making the service if the party prevails in the suit or action.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
§ 7-13.1-124. Reservation of power to amend or repeal.
The general assembly of this state has power to amend or repeal all or part of this chapter at any time, and all limited partnerships and foreign limited partnerships subject to this chapter are governed by the amendment or repeal.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-201. Formation of limited partnership — Certificate of limited partnership.
(a) To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing.
(b) A certificate of limited partnership must state:
(1) The name of the limited partnership, which must comply with § 7-13.1-114;
(2) The address of the partnership’s principal office;
(3) The name and street address in this state of the partnership’s registered agent;
(4) The name and address of each general partner; and
(5) Whether the limited partnership is a limited liability limited partnership.
(c) A certificate of limited partnership may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in § 7-13.1-105(c) and (d) in a manner inconsistent with that section.
(d) A limited partnership is formed when:
(1) The certificate of limited partnership becomes effective;
(2) At least two (2) persons have become partners;
(3) At least one person has become a general partner; and
(4) At least one person has become a limited partner.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-202. Amendment or restatement of certificate of limited partnership.
(a) A certificate of limited partnership may be amended or restated at any time.
(b) To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating:
(1) The name of the partnership;
(2) The date of filing of its initial certificate; and
(3) The text of the amendment.
(c) To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement, designated as such in its heading.
(d) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:
(1) The admission of a new general partner;
(2) The dissociation of a person as a general partner; or
(3) The appointment of a person to wind up the limited partnership’s activities and affairs under § 7-13.1-802(c) or (d).
(e) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:
(1) Cause the certificate to be amended; or
(2) If appropriate, deliver to the secretary of state for filing a statement of change under § 7-13.1-118 or a statement of correction under § 7-13.1-209.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-203. Signing of records to be delivered for filing to secretary of state.
(a) A record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows:
(1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
(2) An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
(3) An amendment to the certificate of limited partnership designating as general partner a person admitted under § 7-13.1-801(a)(3)(ii) following the dissociation of a limited partnership’s last general partner must be signed by that person.
(4) An amendment to the certificate of limited partnership required by § 7-13.1-802(c) following the appointment of a person to wind up the dissolved limited partnership’s activities and affairs must be signed by that person.
(5) Any other amendment to the certificate of limited partnership must be signed by:
(i) At least one general partner listed in the certificate;
(ii) Each person designated in the amendment as a new general partner; and
(iii) Each person that the amendment indicates has dissociated as a general partner, unless:
(A) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
(B) The person has previously delivered to the secretary of state for filing a statement of dissociation.
(6) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other subsection of this section, the certificate must be signed in a manner that satisfies that subsection.
(7) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 7-13.1-802(c) or (d) to wind up the dissolved limited partnership’s activities and affairs.
(8) Any other record delivered by a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate of limited partnership.
(9) A statement by a person pursuant to § 7-13.1-605(a)(3) stating that the person has dissociated as a general partner must be signed by that person.
(10) A statement of negation by a person pursuant to § 7-13.1-306 must be signed by that person.
(11) Any other record delivered on behalf of a person to the secretary of state for filing must be signed by that person.
(b) Any record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-204. Signing and filing pursuant to judicial order.
(a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the superior court to order:
(1) The person to sign the record;
(2) The person to deliver the record to the secretary of state for filing; or
(3) The secretary of state to file the record unsigned.
(b) If a petitioner under subsection (a) of this section is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner shall make the partnership or foreign partnership a party to the action.
(c) A record filed under subsection (a)(3) of this section is effective without being signed.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-205. Liability for inaccurate information in filed record.
(a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and
(2) A general partner if:
(i) The record was delivered for filing on behalf of the partnership; and
(ii) The general partner knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have:
(A) Effected an amendment under § 7-13.1-202;
(B) Filed a petition under § 7-13.1-204; or
(C) Delivered to the secretary of state for filing a statement of change under § 7-13.1-118 or a statement of correction under § 7-13.1-209.
(b) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-206. Filing requirements.
(a) To be filed by the secretary of state pursuant to this chapter, a record must be received by the secretary of state, must comply with this chapter, and satisfy the following:
(1) The filing of the record must be required or permitted by this chapter.
(2) The record must be physically delivered in written form unless and to the extent the secretary of state permits electronic delivery of records.
(3) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.
(4) The record must be signed under pains and penalties of perjury by a person authorized or required under this chapter to sign the record.
(5) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
(b) If law other than this chapter prohibits the disclosure by the secretary of state of information contained in a record delivered to the secretary of state for filing, the secretary of state shall file the record if the record otherwise complies with this chapter but may redact the information.
(c) When a record is delivered to the secretary of state for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law.
(d) The secretary of state may require that a record delivered in written form be accompanied by an identical or conformed copy.
(e) The secretary of state may provide forms for filings required or permitted to be made by this chapter, but, except as otherwise provided in subsection (f) of this section and § 7-13.1-212, their use is not required.
(f) The secretary of state may require that a cover sheet for a filing be on a form prescribed by the secretary of state.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
§ 7-13.1-207. Effective date and time.
Except as otherwise provided in § 7-13.1-208 and subject to § 7-13.1-209(d), a record filed under this chapter is effective:
(1) On the date and at the time of its filing by the secretary of state, as provided in § 7-13.1-210(b);
(2) On the date of filing and at the time specified in the record as its effective time, if later than the time under subsection (1) of this section;
(3) At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or
(4) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety (90) days after the date of filing.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-208. Withdrawal of filed record before effectiveness.
(a) Except as otherwise provided in §§ 7-13.1-1124, 7-13.1-1134, 7-13.1-1144, and 7-13.1-1154, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal.
(b) A statement of withdrawal must:
(1) Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons;
(2) Identify the record to be withdrawn; and
(3) If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
(c) On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-209. Correcting filed record.
(a) A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if:
(1) The record at the time of filing was inaccurate;
(2) The record was defectively signed; or
(3) The electronic transmission of the record to the secretary of state was defective.
(b) To correct a filed record, a person on whose behalf the record was delivered to the secretary of state must deliver to the secretary of state for filing a statement of correction.
(c) A statement of correction:
(1) May not state a delayed effective date;
(2) Must be signed by the person correcting the filed record;
(3) Must identify the filed record to be corrected;
(4) Must specify the inaccuracy or defect to be corrected; and
(5) Must correct the inaccuracy or defect.
(d) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of § 7-13.1-103(d) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-210. Duty of secretary of state to file — Review of refusal to file — Delivery of record by secretary of state.
(a) The secretary of state shall file a record delivered to the secretary of state for filing which satisfies this chapter. The duty of the secretary of state under this section is ministerial.
(b) When the secretary of state files a record, the secretary of state shall record it as filed on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing.
(c) If the secretary of state refuses to file a record, the secretary of state shall, not later than fifteen (15) business days after the record is delivered:
(1) Return the record or notify the person that submitted the record of the refusal; and
(2) Provide a brief explanation in a record of the reason for the refusal.
(d) If the secretary of state refuses to file a record, the person that submitted the record may petition the superior court to compel filing of the record. The record and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
(e) The filing of or refusal to file a record does not:
(1) Affect the validity or invalidity of the record in whole or in part; or
(2) Create a presumption that the information contained in the record is correct or incorrect.
(f) Except as otherwise provided by § 7-13.1-121 or by law other than this chapter, the secretary of state may deliver any record to a person by delivering it:
(1) In person to the person that submitted it;
(2) To the address of the person’s registered agent;
(3) To the principal office of the person;
(4) To an electronic address the person provides to the secretary of state for delivery; or
(5) By providing, at no cost to the filer, access to a downloadable copy of the record from the secretary of state’s online corporate database.
(g) Notwithstanding that any instrument authorized to be filed with the secretary of state under this chapter is filed inaccurately, defectively or erroneously executed, sealed or acknowledged, or otherwise defective in any respect, the secretary of state has no liability to any individual for the preclearance for filing, the acceptance for filing or the filing and indexing of such instrument by the secretary of state.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-211. Certificate of good standing or registration.
On request of any person, the secretary of state shall issue a certificate of good standing for a limited partnership or a certificate of registration for a registered foreign limited partnership. The format of the certificate will be prescribed by the secretary of state.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-212. Annual report for secretary of state.
(a) A limited partnership or registered foreign limited partnership shall deliver to the secretary of state for filing an annual report that states:
(1) The name of the partnership or foreign partnership;
(2) The addresses of its principal office;
(3) The name and address of each general partner;
(4) In the case of a foreign partnership, its jurisdiction of formation and any alternate name adopted under § 7-13.1-1006(a);
(5) A brief statement of the character of the business in which the limited partnership is actually engaged in this state; and
(6) Any additional information that is required by the secretary of state.
(b) The annual report must be made on forms prescribed and furnished by the secretary of state, and the information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership.
(c) The first annual report must be delivered to the secretary of state for filing after February 1 and before May 1 of the year following the calendar year in which the limited partnership’s certificate of limited partnership became effective or the registered foreign limited partnership registered to do business in this state. Subsequent annual reports must be delivered to the secretary of state for filing after February 1 and before May 1 of each calendar year thereafter. Proof to the satisfaction of the secretary of state that prior to May 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be a compliance with this requirement.
(d) If the secretary of state finds that the annual report conforms to the requirements of this chapter, the secretary of state shall file the report. If an annual report does not contain the information required by this section, the secretary of state promptly shall notify the reporting limited partnership or registered foreign limited partnership in a record and return the report for correction, in which event the penalties subsequently prescribed for failure to file the report within the time previously provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the limited partnership by the secretary of state.
(e) Each limited partnership, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) per year.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
§ 7-13.1-213. Filing of returns with the tax administrator — Annual charge.
(a) A limited partnership certified under this chapter 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 partnership is the calendar year, on or before the fifteenth day of April in the year following the close of the fiscal year; and
(2) If the fiscal year of the limited partnership is not a calendar year, on or before the fifteenth day of the fourth month following the close of the fiscal year.
(b) For tax years beginning after December 31, 2015, a limited partnership certified under this chapter shall file a return, in the form and containing the information as prescribed by the tax administrator, and shall be filed on or before the date a federal tax return is due to be filed, without regard to extension.
(c) An annual charge, equal to the minimum tax imposed upon a corporation under § 44-11-2(e), shall be due on the filing of the limited partnership’s return filed with the tax administrator and shall be paid to the division of taxation.
(d) The annual charge is delinquent if not paid by the due date for the filing of the return and an addition of one hundred dollars ($100) to the charge is then due.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
§ 7-13.1-214. Confirmation of state fees and taxes.
(a) Notwithstanding any other provisions of the general laws, when any section of this chapter refers to state fees and/or taxes paid as required by § 7-13.1-213, the division of taxation is authorized to respond and share tax information with the secretary of state’s office in response to a request from that office regarding an entity’s tax status as compliant or noncompliant.
(b) If the secretary of state’s office receives notice from the division of taxation that the limited partnership has failed to pay any fees or taxes due this state, the secretary of state shall issue notice and begin revocation proceedings in accordance with the provisions of § 7-13.1-811.
(c) The notice of revocation may state as the basis for revocation that the taxpayer failed to pay state fees and/or taxes to the division of taxation. However, the secretary of state’s office must otherwise protect all state and federal tax information in its custody as required by § 7-13.1-215 and refrain from disclosing any other specific tax information.
(d) The secretary of state’s office may request from the division of taxation a tax status check as outlined in subsection (a) of this section. If the secretary of state’s office receives notice from the division of taxation that the limited partnership has failed to pay any fees or taxes due to this state as required by § 7-13.1-213, the secretary of state shall issue notice and begin revocation proceedings in accordance with subsections (b) and (c) of this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2024, ch. 148, § 3, effective January 1, 2025; P.L. 2024, ch.
150, § 3, effective January 1, 2025.
§ 7-13.1-215. Revocation of certificate of limited partnership or certificate of registration for nonpayment of fee.
(a) The tax administrator may, after July 15 of each year, compile a list of all limited 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 appeal. The tax administrator shall certify to the correctness of the list. Upon receipt of the certified list, the secretary of state may initiate revocation proceedings as defined in § 7-13.1-811.
(b) With respect to any information provided by the division of taxation to the secretary of state’s office pursuant to this chapter, the secretary of state, together with the employees or agents thereof, shall be subject to all state and federal tax confidentiality laws applying to the division of taxation and the officers, agents, and employees thereof, and which restrict the acquisition, use, storage, dissemination, or publication of confidential taxpayer data.
(c) Notwithstanding the foregoing, the notice of revocation may state as the basis for revocation that the taxpayer has failed to pay state fees and/or taxes to the division of taxation. However, the secretary of state’s office must otherwise protect all state and federal tax information in its custody as required by subsection (b) of this section and refrain from disclosing any other specific tax information.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-301. Becoming limited partner.
(a) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.
(b) After formation, a person becomes a limited partner:
(1) As provided in the partnership agreement;
(2) As the result of a transaction effective under part 11 of this chapter;
(3) With the affirmative vote or consent of all the partners; or
(4) As provided in § 7-13.1-801(a)(4) or (a)(5).
(c) A person may become a limited partner without:
(1) Acquiring a transferable interest; or
(2) Making or being obligated to make a contribution to the limited partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-302. No agency power of limited partner as limited partner.
(a) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.
(b) A person’s status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person’s conduct.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-303. No liability as limited partner for limited partnership obligations.
(a) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection applies regardless of the dissolution of the partnership.
(b) The failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-304. Rights to information of limited partner and person dissociated as limited partner.
(a) On ten (10) days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership’s principal office. The limited partner need not have any particular purpose for seeking the information.
(b) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may inspect and copy information regarding the activities, affairs, financial condition, and other circumstances of the limited partnership as is just and reasonable if:
(1) The limited partner seeks the information for a purpose reasonably related to the partner’s interest as a limited partner;
(2) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and
(3) The information sought is directly connected to the limited partner’s purpose.
(c) Not later than ten (10) days after receiving a demand pursuant to subsection (b) of this section, the limited partnership shall inform in a record the limited partner that made the demand of:
(1) What information the partnership will provide in response to the demand and when and where the partnership will provide the information; and
(2) The partnership’s reasons for declining, if the partnership declines to provide any demanded information.
(d) Whenever this chapter or a partnership agreement provides for a limited partner to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information that is known to the partnership and is material to the limited partner’s decision.
(e) Subject to subsection (j) of this section, on ten (10) days’ demand made in a record received by a limited partnership, a person dissociated as a limited partner may have access to information to which the person was entitled while a limited partner if:
(1) The information pertains to the period during which the person was a limited partner;
(2) The person seeks the information in good faith; and
(3) The person satisfies the requirements imposed on a limited partner by subsection (b) of this section.
(f) A limited partnership shall respond to a demand made pursuant to subsection (e) of this section in the manner provided in subsection (c) of this section.
(g) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(h) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under subsection (j) of this section applies both to the agent or legal representative and to the limited partner or person dissociated as a limited partner.
(i) Subject to § 7-13.1-704, the rights under this section do not extend to a person as transferee.
(j) In addition to any restriction or condition stated in its partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-305. Limited duties of limited partners.
(a) A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.
(b) Except as otherwise provided in subsection (a) of this section, a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.
(c) If a limited partner enters into a transaction with a limited partnership, the limited partner’s rights and obligations arising from the transaction are the same as those of a person that is not a partner.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-306. Person erroneously believing self to be limited partner.
(a) Except as otherwise provided in subsection (b) of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or
(2) Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of negation under this section.
(b) A person that makes an investment described in subsection (a) of this section is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) of this section and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) of this section even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-401. Becoming general partner.
(a) Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.
(b) After formation of a limited partnership, a person becomes a general partner:
(1) As provided in the partnership agreement;
(2) As the result of a transaction effective under part 11 of this chapter;
(3) With the affirmative vote or consent of all the partners; or
(4) As provided in § 7-13.1-801(a)(3)(ii).
(c) A person may become a general partner without:
(1) Acquiring a transferable interest; or
(2) Making or being obligated to make a contribution to the partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-402. General partner agent of limited partnership.
(a) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the partnership’s activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.
(b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-403. Limited partnership liable for general partner’s actionable conduct.
(a) A limited 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 general partner acting in the ordinary course of activities and affairs of the partnership or with the actual or apparent authority of the partnership.
(b) If, in the course of a limited partnership’s activities and affairs or while acting with actual or apparent authority of the partnership, a general partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the partnership is liable for the loss.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-404. General partner’s liability.
(a) Except as otherwise provided in subsections (b) and (c) of this section, all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b) A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner.
(c) A debt, obligation, or other liability of a limited partnership incurred while the partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner. This subsection applies:
(1) Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under § 7-13.1-406(b)(2); and
(2) Regardless of the dissolution of the partnership.
(d) The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership.
(e) An amendment of a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-405. Actions by and against partnership and partners.
(a) To the extent not inconsistent with § 7-13.1-404, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a partnership may not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.
(c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under § 7-13.1-404 and:
(1) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) The partnership is a debtor in bankruptcy;
(3) The general partner has agreed that the creditor need not exhaust partnership assets;
(4) A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or
(5) Liability is imposed on the general partner by law or contract independent of the existence of the partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-406. Management rights of general partner.
(a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners.
(b) The affirmative vote or consent of all the partners is required to:
(1) Amend the partnership agreement;
(2) Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and
(3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities and affairs.
(c) A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.
(d) A payment or advance made by a general partner which gives rise to a limited partnership obligation under subsection (c) of this section or § 7-13.1-408(a) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(e) A general partner is not entitled to remuneration for services performed for the limited partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-407. Rights to information of general partner and person dissociated as general partner.
(a) A general partner may inspect and copy required information during regular business hours in the limited partnership’s principal office, without having any particular purpose for seeking the information.
(b) On reasonable notice, a general partner may inspect and copy during regular business hours, at a reasonable location specified by the limited partnership, any record maintained by the partnership regarding the partnership’s activities, affairs, financial condition, and other circumstances, to the extent the information is material to the general partner’s rights and duties under the partnership agreement or this chapter.
(c) A limited partnership shall furnish to each general partner:
(1) Without demand, any information concerning the partnership’s activities, affairs, financial condition, and other circumstances which the partnership knows and is material to the proper exercise of the general partner’s rights and duties under the partnership agreement or this chapter, except to the extent the partnership can establish that it reasonably believes the general partner already knows the information; and
(2) On demand, any other information concerning the partnership’s activities, affairs, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(d) The duty to furnish information under subsection (c) of this section also applies to each general partner to the extent the general partner knows any of the information described in subsection (b) of this section.
(e) Subject to subsection (j) of this section, on ten (10) days’ demand made in a record received by a limited partnership, a person dissociated as a general partner may have access to the information and records described in subsections (a) and (b) of this section at the locations specified in those subsections if:
(1) The information or record pertains to the period during which the person was a general partner;
(2) The person seeks the information or record in good faith; and
(3) The person satisfies the requirements imposed on a limited partner by § 7-13.1-304(b).
(f) A limited partnership shall respond to a demand made pursuant to subsection (e) of this section in the manner provided in § 7-13.1-304(c).
(g) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.
(h) A general partner or person dissociated as a general partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under subsection (j) of this section applies both to the agent or legal representative and to the general partner or person dissociated as a general partner.
(i) The rights under this section do not extend to a person as transferee, but if:
(1) A general partner dies, § 7-13.1-704 applies; and
(2) An individual dissociates as a general partner under § 7-13.1-603(6)(ii) or (6)(iii), the legal representative of the individual may exercise the rights under subsection (c) of this section of a person dissociated as a general partner.
(j) In addition to any restriction or condition stated in its partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-408. Reimbursement — Indemnification — Advancement — Insurance.
(a) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner’s activities on behalf of the partnership, if the general partner complied with §§ 7-13.1-406, 7-13.1-409, and 7-13.1-504 in making the payment.
(b) A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of § 7-13.1-406, 7-13.1-409, or 7-13.1-504.
(c) In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorneys’ fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b) of this section.
(d) A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under § 7-13.1-105(c)(8), the partnership agreement could not eliminate or limit the person’s liability to the partnership for the conduct giving rise to the liability.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-409. Standards of conduct for general partners.
(a) A general partner owes to the limited partnership and, subject to § 7-13.1-901, 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 general partner includes the duties:
(1) To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner:
(i) In the conduct or winding up of the partnership’s activities and affairs;
(ii) From a use by the general partner of the partnership’s property; or
(iii) From the appropriation of a partnership opportunity;
(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership’s activities and affairs as or on behalf of a person having an interest adverse to the partnership; and
(3) To refrain from competing with the partnership in the conduct or winding up of the partnership’s activities and affairs.
(c) The duty of care of a general partner in the conduct or winding up of the limited partnership’s activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law.
(d) A general partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
(e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner’s conduct furthers the general partner’s own interest.
(f) All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty.
(g) It is a defense to a claim under subsection (b)(2) of this section and any comparable claim in equity or at common law that the transaction was fair to the limited partnership.
(h) If, as permitted by subsection (f) of this section or the partnership agreement, a general partner enters into a transaction with the limited partnership which otherwise would be prohibited by subsection (b)(2) of this section, the general partner’s rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-501. Form of contribution.
A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-502. Liability for contribution.
(a) A person’s obligation to make a contribution to a limited 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 obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution which has not been made.
(c) The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-503. Sharing of and right to distributions before dissolution.
(a) Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under § 7-13.1-702 or charging order in effect under § 7-13.1-703.
(b) A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution.
(c) A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in § 7-13.1-810(f), a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions.
(d) If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the partnership’s obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-504. Limitations on distributions.
(a) A limited partnership may not make a distribution, including a distribution under § 7-13.1-810, 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 activities and affairs; or
(2) The partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the rights of persons receiving the distribution.
(b) A limited partnership may base a determination that a distribution is not prohibited under subsection (a) of this section on:
(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or
(2) A fair valuation or other method that is reasonable under the circumstances.
(c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured:
(1) In the case of a distribution as defined in § 7-13.1-102(5)(i), as of the earlier of:
(i) The date money or other property is transferred or debt is incurred by the limited partnership; or
(ii) The date the person entitled to the distribution ceases to own the interest or right being acquired by the partnership in return for the distribution;
(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
(3) In all other cases, as of the date:
(i) The distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or
(ii) The payment is made, if the payment occurs more than one hundred twenty (120) days after the distribution is authorized.
(d) A limited partnership’s indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the partnership’s indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.
(e) A limited partnership’s indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.
(f) In measuring the effect of a distribution under § 7-13.1-810, the liabilities of a dissolved limited partnership do not include any claim that has been disposed of under § 7-13.1-806, 7-13.1-807, or 7-13.1-808.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-505. Liability for improper distributions.
(a) If a general partner consents to a distribution made in violation of § 7-13.1-504 and in consenting to the distribution fails to comply with § 7-13.1-409, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of § 7-13.1-504.
(b) A person that receives a distribution knowing that the distribution violated § 7-13.1-504 is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 7-13.1-504.
(c) A general partner against which an action is commenced because the general partner is liable under subsection (a) of this section may:
(1) Implead any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and
(2) Implead any person that received a distribution in violation of subsection (b) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b) of this section.
(d) An action under this section is barred unless commenced not later than two (2) years after the distribution.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-601. Dissociation as limited partner.
(a) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership.
(b) A person is dissociated as a limited partner when:
(1) The limited partnership knows or has notice of the person’s express will to withdraw as a limited 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 stated in the partnership agreement as causing the person’s dissociation as a limited partner occurs;
(3) The person is expelled as a limited partner pursuant to the partnership agreement;
(4) The person is expelled as a limited partner by the affirmative vote or consent of all the other partners if:
(i) It is unlawful to carry on the limited partnership’s activities and affairs with the person as a limited partner;
(ii) There has been a transfer of all the person’s transferable interest in the partnership, other than:
(A) A transfer for security purposes; or
(B) A charging order in effect under § 7-13.1-703 which has not been foreclosed;
(iii) The person is an entity and:
(A) The partnership notifies the person that it will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person’s charter or the equivalent has been revoked, or the person’s right to conduct business has been suspended by the person’s jurisdiction of formation; and
(B) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person’s charter or the equivalent or right to conduct business has not been reinstated; or
(iv) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
(5) On application by the limited partnership or a partner in a direct action under § 7-13.1-901, the person is expelled as a limited partner by judicial order because the person:
(i) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership’s activities and affairs;
(ii) Has committed willfully or persistently, or is committing willfully and persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under § 7-13.1-305(a); or
(iii) Has engaged or is engaging in conduct relating to the partnership’s activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner;
(6) In the case of an individual, the individual dies;
(7) In the case of a person that is a testamentary or inter vivos trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited partnership is distributed;
(8) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited partnership is distributed;
(9) In the case of a person that is not an individual, the existence of the person terminates;
(10) The limited partnership participates in a merger under part 11 of this chapter and:
(i) The partnership is not the surviving entity; or
(ii) Otherwise as a result of the merger, the person ceases to be a limited partner;
(11) The limited partnership participates in an interest exchange under part 11 of this chapter and, as a result of the interest exchange, the person ceases to be a limited partner;
(12) The limited partnership participates in a conversion under part 11 of this chapter;
(13) The limited partnership participates in a domestication under part 11 of this chapter and, as a result of the domestication, the person ceases to be a limited partner; or
(14) The limited partnership dissolves and completes winding up.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-602. Effect of dissociation as limited partner.
(a) If a person is dissociated as a limited partner:
(1) Subject to § 7-13.1-704, the person does not have further rights as a limited partner;
(2) The person’s contractual obligation of good faith and fair dealing as a limited partner under § 7-13.1-305(a) ends with regard to matters arising and events occurring after the person’s dissociation; and
(3) Subject to § 7-13.1-704 and part 11 of this chapter, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.
(b) A person’s dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-603. Dissociation as general partner.
A person is dissociated as a general partner when:
(1) The limited partnership knows or has notice of the person’s express will to withdraw as a general 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 stated in the partnership agreement as causing the person’s dissociation as a general partner occurs;
(3) The person is expelled as a general partner pursuant to the partnership agreement;
(4) The person is expelled as a general partner by the affirmative vote or consent of all the other partners if:
(i) It is unlawful to carry on the limited partnership’s activities and affairs with the person as a general partner;
(ii) There has been a transfer of all the person’s transferable interest in the partnership, other than:
(A) A transfer for security purposes; or
(B) A charging order in effect under § 7-13.1-703 which has not been foreclosed;
(iii) The person is an entity and:
(A) The partnership notifies the person that it will be expelled as a general partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person’s charter or the equivalent has been revoked, or the person’s right to conduct business has been suspended by the person’s jurisdiction of formation; and
(B) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person’s charter or the equivalent or right to conduct business has not been reinstated; or
(iv) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
(5) On application by the limited partnership or a partner in a direct action under § 7-13.1-901, the person is expelled as a general partner by judicial order because the person:
(i) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership’s activities and affairs;
(ii) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under § 7-13.1-409; or
(iii) Has engaged or is engaging in conduct relating to the partnership’s activities and affairs which makes it not reasonably practicable to carry on the activities and affairs of the limited partnership with the person as a general partner;
(6) In the case of an individual:
(i) The individual dies;
(ii) A guardian or general conservator for the individual is appointed; or
(iii) A court orders that the individual has otherwise become incapable of performing the individual’s duties as a general partner under this chapter or the partnership agreement;
(7) The person:
(i) Becomes a debtor in bankruptcy;
(ii) Executes an assignment for the benefit of creditors; or
(iii) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person’s property;
(8) In the case of a person that is a testamentary or inter vivos trust or is acting as a general partner by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited partnership is distributed;
(9) In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited partnership is distributed;
(10) In the case of a person that is not an individual, the existence of the person terminates;
(11) The limited partnership participates in a merger under part 11 of this chapter and:
(i) The partnership is not the surviving entity; or
(ii) Otherwise as a result of the merger, the person ceases to be a general partner;
(12) The limited partnership participates in an interest exchange under part 11 of this chapter and, as a result of the interest exchange, the person ceases to be a general partner;
(13) The limited partnership participates in a conversion under part 11 of this chapter;
(14) The limited partnership participates in a domestication under part 11 of this chapter and, as a result of the domestication, the person ceases to be a general partner; or
(15) The limited partnership dissolves and completes winding up.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-604. Power to dissociate as general partner — Wrongful dissociation.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under § 7-13.1-603(1).
(b) A person’s dissociation as a general partner is wrongful only if the dissociation:
(1) Is in breach of an express provision of the partnership agreement; or
(2) Occurs before the completion of the winding up of the limited partnership, and:
(i) The person withdraws as a general partner by express will;
(ii) The person is expelled as a general partner by judicial order under § 7-13.1-603(5);
(iii) The person is dissociated as a general partner under § 7-13.1-603(7); or
(iv) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to § 7-13.1-901, to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-605. Effect of dissociation as general partner.
(a) If a person is dissociated as a general partner:
(1) The person’s right to participate as a general partner in the management and conduct of the limited partnership’s activities and affairs terminates;
(2) The person’s duties and obligations as a general partner under § 7-13.1-409 end with regard to matters arising and events occurring after the person’s dissociation;
(3) The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and
(4) Subject to § 7-13.1-704 and part 11 of this chapter, any transferable interest owned by the person in the person’s capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.
(b) A person’s dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a general partner.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-606. Power to bind and liability of person dissociated as general partner.
(a) After a person is dissociated as a general partner and before the limited partnership is merged out of existence, converted, or domesticated under part 11 of this chapter, or dissolved, the partnership is bound by an act of the person only if:
(1) The act would have bound the partnership under § 7-13.1-402 before the dissociation; and
(2) At the time the other party enters into the transaction:
(i) Less than two (2) years has passed since the dissociation; and
(ii) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.
(b) If a limited partnership is bound under subsection (a) of this section, the person dissociated as a general partner which caused the partnership to be bound is liable:
(1) To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a) of this section; and
(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-607. Liability of person dissociated as general partner to other persons.
(a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section, the person is not liable for a partnership obligation incurred after dissociation.
(b) A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership’s activities and affairs is liable on an obligation incurred by the partnership under § 7-13.1-805 to the same extent as a general partner under § 7-13.1-404.
(c) A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership’s activities and affairs is liable on a transaction entered into by the partnership after the dissociation only if:
(1) A general partner would be liable on the transaction; and
(2) At the time the other party enters into the transaction:
(i) Less than two (2) years has passed since the dissociation; and
(ii) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.
(d) By agreement with a creditor of a limited partnership and the partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership.
(e) A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership’s creditor, with knowledge or notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other liability.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-701. Nature of transferable interest.
A transferable interest is personal property.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-702. Transfer of transferable interest.
(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 limited partnership’s activities and affairs; and
(3) Subject to § 7-13.1-704, does not entitle the transferee to:
(i) Participate in the management or conduct of the partnership’s activities and affairs; or
(ii) Except as otherwise provided in subsection (c) of this section, have access to required information, records, or other information concerning the partnership’s activities and affairs.
(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the partnership’s transactions only from the date of dissolution.
(d) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e) A limited partnership need not give effect to a transferee’s rights under this section until the partnership knows or has notice of the transfer.
(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
(g) Except as otherwise provided in §§ 7-13.1-601(b)(4)(ii) and 7-13.1-603(4)(ii), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.
(h) If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor’s obligations under §§ 7-13.1-502 and 7-13.1-505 known to the transferee when the transferee becomes a partner.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-703. Charging order.
(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 interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may:
(1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(2) Make all other orders necessary to give effect to the charging order.
(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to § 7-13.1-702.
(d) At any time before foreclosure under subsection (c) of this section, the partner or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(e) At any time before foreclosure under subsection (c) of this section, a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(f) This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.
(g) This section provides the exclusive remedy by which a person seeking in the capacity of a judgment creditor to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor’s transferable interest.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-704. Power of legal representative of deceased partner.
If a partner dies, the deceased partner’s legal representative may exercise:
(1) The rights of a transferee provided in § 7-13.1-702(c); and
(2) For the purposes of settling the estate, the rights of a current limited partner under § 7-13.1-304.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-801. Events causing dissolution.
(a) A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:
(1) An event or circumstance that the partnership agreement states causes dissolution;
(2) The affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective;
(3) After the dissociation of a person as a general partner:
(i) If the partnership has at least one remaining general partner, the affirmative vote or consent to dissolve the partnership not later than ninety (90) days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or
(ii) If the partnership does not have a remaining general partner, the passage of ninety (90) days after the dissociation, unless before the end of the period:
(A) Consent to continue the activities and affairs of the partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(B) At least one person is admitted as a general partner in accordance with the consent;
(4) The passage of ninety (90) consecutive days after the dissociation of the partnership’s last limited partner, unless before the end of the period the partnership admits at least one limited partner;
(5) The passage of ninety (90) consecutive days during which the partnership has only one partner, unless before the end of the period:
(i) The partnership admits at least one person as a partner;
(ii) If the previously sole remaining partner is only a general partner, the partnership admits the person as a limited partner; and
(iii) If the previously sole remaining partner is only a limited partner, the partnership admits a person as a general partner;
(6) On application by a partner, the entry by the superior court of an order dissolving the partnership on the grounds that:
(i) The conduct of all or substantially all the partnership’s activities and affairs is unlawful; or
(ii) It is not reasonably practicable to carry on the partnership’s activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or
(7) The signing and filing of a certificate of revocation by the secretary of state under § 7-13.1-811.
(b) If an event occurs that imposes a deadline on a limited partnership under subsection (a) of this section and before the partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under subsection (a) of this section:
(1) The occurrence of the second event does not affect the deadline caused by the first event; and
(2) The partnership’s meeting of the requirements of the first deadline does not extend the second deadline.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-802. Winding up.
(a) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 7-13.1-803, the partnership continues after dissolution only for the purpose of winding up.
(b) In winding up its activities and affairs, the limited partnership:
(1) Shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s activities and affairs, and marshal and distribute the assets of the partnership; and
(2) May:
(i) Amend its certificate of limited partnership to state that the partnership is dissolved;
(ii) Preserve the partnership activities, affairs, and property as a going concern for a reasonable time;
(iii) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(iv) Transfer the partnership’s property;
(v) Settle disputes by mediation or arbitration;
(vi) Deliver to the secretary of state for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved; and
(vii) Perform other acts necessary or appropriate to the winding up.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership’s activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection:
(1) Has the powers of a general partner under § 7-13.1-804 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved partnership’s activities and affairs; and
(2) Shall deliver promptly to the secretary of state for filing an amendment to the partnership’s certificate of limited partnership stating:
(i) That the partnership does not have a general partner;
(ii) The name and street and mailing addresses of the person; and
(iii) That the person has been appointed pursuant to this subsection to wind up the partnership.
(d) On the application of a partner, the superior court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership’s activities and affairs, if:
(1) The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or
(2) The applicant establishes other good cause.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-803. Rescinding dissolution.
(a) A limited partnership may rescind its dissolution, unless a statement of dissolution applicable to the partnership has become effective, the superior court has entered an order under § 7-13.1-801(a)(6) dissolving the partnership, or the secretary of state has revoked the partnership under § 7-13.1-811.
(b) Rescinding dissolution under this section requires:
(1) The affirmative vote or consent of each partner; and
(2) If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and:
(i) The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under § 7-13.1-208 applicable to the amendment; or
(ii) The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(c) If a limited partnership rescinds its dissolution:
(1) The partnership resumes carrying on its activities and affairs as if dissolution had never occurred;
(2) Subject to subsection (c)(3) of this section, any liability incurred by the partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and
(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-804. Power to bind partnership after dissolution.
(a) A limited partnership is bound by a general partner’s act after dissolution which:
(1) Is appropriate for winding up the partnership’s activities and affairs; or
(2) Would have bound the partnership under § 7-13.1-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1) At the time the other party enters into the transaction:
(i) Less than two (2) years has passed since the dissociation; and
(ii) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) The act:
(i) Is appropriate for winding up the partnership’s activities and affairs; or
(ii) Would have bound the partnership under § 7-13.1-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-805. Liability after dissolution of general partner and person dissociated as general partner.
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 7-13.1-804(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable:
(1) To the partnership for any damage caused to the partnership arising from the obligation; and
(2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 7-13.1-804(b), the person is liable:
(1) To the partnership for any damage caused to the partnership arising from the obligation; and
(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-806. Known claims against dissolved limited partnership.
(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited 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 partnership may in a record notify its known claimants of the dissolution. The notice must:
(1) Specify the information required to be included in a claim;
(2) State that a claim must be in writing and provide a mailing address to which the claim is to be sent;
(3) State the deadline for receipt of a claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant;
(4) State that the claim will be barred if not received by the deadline; and
(5) Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 7-13.1-404.
(c) A claim against a dissolved limited partnership is barred if the requirements of subsection (b) of this section are met and:
(1) The claim is not received by the specified deadline; or
(2) If the claim is timely received but rejected by the partnership:
(i) The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than ninety (90) days after the claimant receives the notice; and
(ii) The claimant does not commence the required action not later than ninety (90) days after the claimant receives the notice.
(d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-807. Other claims against dissolved limited partnership.
(a) A dissolved limited 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 newspaper of general circulation in the county in this state in which the dissolved limited partnership’s principal office is or, if the principal office is not located in this state, in the county in which the office of the partnership’s registered agent is or was last located;
(2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;
(3) State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice; and
(4) Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 7-13.1-404.
(c) If a dissolved limited partnership publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than three (3) years after the publication date of the notice:
(1) A claimant that did not receive notice in a record under § 7-13.1-806;
(2) A claimant whose claim was timely sent to the partnership but not acted on; and
(3) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
(d) A claim not barred under this section or § 7-13.1-806 may be enforced:
(1) Against the dissolved limited partnership, to the extent of its undistributed assets;
(2) Except as otherwise provided in § 7-13.1-808, if assets of the partnership have been distributed after dissolution, against a partner or transferee to the extent of that person’s proportionate share of the claim or of the partnership’s assets distributed to the partner or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution; and
(3) Against any person liable on the claim under §§ 7-13.1-404 and 7-13.1-607.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-808. Court proceedings.
(a) A dissolved limited partnership that has published a notice under § 7-13.1-807 may file an application with the superior court in the county where the partnership’s principle office is located or, if the principal office in not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the date of dissolution but which, based on the facts known to the partnership, are reasonably expected to arise after the date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 7-13.1-807.
(b) Not later than ten (10) days after the filing of an application under subsection (a) of this section, the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.
(c) In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.
(d) A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the partnership’s obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-809. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
If a claim against a dissolved limited partnership is barred under § 7-13.1-806, 7-13.1-807, or 7-13.1-808, any corresponding claim under § 7-13.1-404 or 7-13.1-607 is also barred.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-810. Disposition of assets in winding up — When contributions required.
(a) In winding up its activities and affairs, a limited 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 limited partnership complies with subsection (a) of this section, any surplus must be distributed in the following order, subject to any charging order in effect under § 7-13.1-703:
(1) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) Among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the partnership.
(c) If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection (a) of this section, with respect to each unsatisfied obligation incurred when the partnership was not a limited liability limited partnership, the following rules apply:
(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under § 7-13.1-607 shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those persons when the obligation was incurred.
(2) If a person does not contribute the full amount required under subsection (c)(1) of this section with respect to an unsatisfied obligation of the partnership, the other persons required to contribute by subsection (c)(1) of this section on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those other persons when the obligation was incurred.
(3) If a person does not make the additional contribution required by subsection (c)(2) of this section, further additional contributions are determined and due in the same manner as provided in that subsection.
(d) A person that makes an additional contribution under subsection (c)(2) or (c)(3) of this section may recover from any person whose failure to contribute under subsection (c)(1) or (c)(2) of this section necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.
(e) All distributions made under subsections (b) and (c) of this section must be paid in money.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-811. Revocation of a certificate of limited partnership.
(a) The certificate of 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 limited partnership through fraud;
(2) The limited partnership has continued to exceed or abuse the authority conferred upon it by law;
(3) The limited partnership has failed to file its annual report within the time required by this chapter;
(4) The limited partnership has failed to pay any required fees to the secretary of state when they have become due and payable;
(5) The secretary of state has received notice from the division of taxation, in accordance with § 7-13.1-215, that the limited partnership has failed to pay any fees or taxes due this state;
(6) The limited partnership has failed for thirty (30) days to appoint and maintain a registered agent in this state as required by this chapter;
(7) The limited partnership has failed, after change of its registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;
(8) The limited partnership has failed to file in the office of the secretary of state any amendment to its certificate of limited partnership or any articles of dissolution, merger, or consolidation as prescribed by this chapter; or
(9) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the limited partnership pursuant to this chapter.
(b) No certificate of limited partnership of a limited partnership shall be revoked by the secretary of state unless:
(1) The secretary of state shall have given the limited partnership notice thereof not less than sixty (60) days prior to such revocation by regular mail addressed to the registered agent in this state on file with the secretary of state’s office, which notice shall specify the basis for the revocation; provided, however, that if a prior mailing addressed to the address of the registered agent of the limited partnership in this state currently on file with the secretary of state’s office has been returned as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) To the limited partnership at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) In the case of a limited partnership that has not yet filed an annual report, then to the limited partnership at the principal office in the certificate of limited partnership and no further notice shall be required; and
(2) The limited partnership fails prior to revocation to file the annual report, pay the fees or taxes, file the required statement of change of registered agent, file the articles of amendment or amendment to its registration or articles of dissolution, cancellation of registration, merger, or consolidation, or correct the misrepresentation.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-812. Issuance of certificates of revocation.
(a) Upon revoking any such certificate 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 mail a certificate of revocation, addressed to the registered agent of the limited partnership in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the address of the registered agent of the limited partnership in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) To the limited partnership at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) In the case of a limited partnership that has not yet filed an annual report, then to the domestic limited partnership at the principal office in the certificate of limited partnership or to the authorized person listed on the certificate of limited partnership, and no further notice shall be required.
(b) A limited partnership that is revoked continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under §§ 7-13.1-802, 7-13.1-806, 7-13.1-807, 7-13.1-808, and 7-13.1-810, or to apply for reinstatement under § 7-13.1-813.
(c) The revocation of a limited partnership does not terminate the authority of its registered agent.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023; P.L.
2024, ch. 403, art. 2, § 2, effective June 26, 2024.
§ 7-13.1-813. Reinstatement.
(a) Within ten (10) years after issuing a certificate of revocation as provided in § 7-13.1-812, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited partnership in good standing as if its certificate of limited partnership had not been revoked except as subsequently provided:
(1) On the filing by the limited partnership of the documents it had previously failed to file as set forth in § 7-13.1-811(a)(3) through (6);
(2) On the payment by the limited partnership of a penalty in the amount of fifty dollars ($50.00) for each year or part of year that has elapsed since the issuance of the certificate of revocation; and
(3) Upon the filing by the limited partnership of a certificate of good standing from the Rhode Island division of taxation.
(b) If, as permitted by the provisions of this chapter or chapter 1.2, 6, or 12.1 of this title, another limited liability company, business or nonprofit corporation, registered limited liability partnership or a limited partnership, or in each case domestic or foreign, authorized and qualified to transact business in this state, bears or has filed a fictitious business name statement as to or reserved or registered a name that is the same as, the name of the limited partnership with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation on the reinstated limited partnership amending its certificate of limited partnership so as to designate a name that is not the same as its former name.
(c) When reinstatement under this section has become effective, the following rules apply:
(1) The reinstatement relates back to and takes effect as of the effective date of the certificate of revocation.
(2) The limited partnership resumes carrying on its activities and affairs as if the revocation had not occurred.
(3) The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are not affected.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-814. Judicial review of denial of reinstatement.
(a) If the secretary of state denies a limited partnership’s application for reinstatement following administrative dissolution, the secretary of state shall serve the partnership with a notice in a record that explains the reasons for the denial.
(b) A limited partnership may seek judicial review of denial of reinstatement in the superior court not later than thirty (30) days after service of the notice of denial.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-901. Direct action by partner.
(a) Subject to subsection (b) of this section, a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s rights and otherwise protect the partner’s interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b) A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c) A right to an accounting on a dissolution and winding up does not revive a claim barred by law.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-902. Derivative action.
A partner may maintain a derivative action to enforce a right of a limited partnership if:
(1) The partner first makes a demand on the general partners, requesting that they cause the partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
(2) A demand under subsection (1) of this section would be futile.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-903. Proper plaintiff.
A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and:
(1) Was a partner when the conduct giving rise to the action occurred; or
(2) Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-904. Pleading.
In a derivative action, the complaint must state with particularity:
(1) The date and content of plaintiff’s demand and the response to the demand by the general partner; or
(2) Why the demand should be excused as futile.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-905. Special litigation committee.
(a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from:
(1) Enforcing a person’s right to information under § 7-13.1-304 or 7-13.1-407; or
(2) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee must be composed of one or more disinterested and independent individuals, who may be partners.
(c) A special litigation committee may be appointed:
(1) By a majority of the general partners not named as parties in the proceeding; or
(2) If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding:
(1) Continue under the control of the plaintiff;
(2) Continue under the control of the committee;
(3) Be settled on terms approved by the committee; or
(4) Be dismissed.
(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-906. Proceeds and expenses.
(a) Except as otherwise provided in subsection (b) of this section:
(1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and
(2) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the partnership.
(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorneys’ fees and costs, from the recovery of the limited partnership.
(c) A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the court’s approval.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1001. Governing law.
(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 partnership.
(b) A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state.
(c) Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1002. Registration to do business in this state.
(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 business in this state.
(c) The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the partnership or preclude it from defending an action or proceeding in this state.
(d) A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the partnership does business in this state without registering to do business in this state.
(e) Section 7-13.1-1001(a) and (b) applies even if the foreign limited partnership fails to register under this part.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1003. Foreign registration statement.
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 name adopted pursuant to § 7-13.1-1006(a);
(2) That the partnership is a foreign limited partnership;
(3) The partnership’s jurisdiction of formation;
(4) The general character of the business it proposes to transact in this state;
(5) The name and business address of each general partner;
(6) The street and mailing addresses of the partnership’s principal office and, if the law of the partnership’s jurisdiction of formation requires the partnership to maintain an office in that jurisdiction, the street and mailing addresses of the required office;
(7) The name and street and mailing addresses of the partnership’s registered agent in this state;
(8) A statement that the secretary of state is appointed the agent of a foreign limited partnership for service of process if no agent has been appointed, or, if appointed, the agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence; and
(9) Additional information as may be necessary or appropriate in order to enable the secretary of state to determine whether the foreign limited partnership is entitled to a certificate of authority to transact business in this state.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1004. Amendment of foreign registration statement.
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 partners of record.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1005. Activities not constituting doing business.
(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, including holding meetings of its partners;
(3) Maintaining accounts in financial institutions;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, mortgages, or security interests in property;
(8) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property;
(9) Conducting an isolated transaction that is not in the course of similar transactions;
(10) Owning, without more, property; and
(11) Doing business in interstate commerce.
(b) A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this chapter.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1006. Noncomplying name of foreign limited partnership.
(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 this state with an alternate name, a partnership shall do business in this state under:
(1) The alternate name;
(2) The partnership’s name, with the addition of its jurisdiction of formation; or
(3) A name the partnership is authorized to use under the law of this state other than this chapter.
(b) If a registered foreign limited partnership changes its name to one that does not comply with § 7-13.1-114, it may not do business in this state until it complies with subsection (a) of this section by amending its registration to adopt an alternate name that complies with § 7-13.1-114.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1007. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.
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 conversion.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1008. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
(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 withdrawal to the secretary of state for filing. The statement must state:
(1) In the case of a partnership that has completed winding up:
(i) Its name and jurisdiction of formation;
(ii) That the partnership surrenders its registration to do business in this state;
(iii) That the limited partnership revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the limited partnership was authorized to transact business in this state may subsequently be made on the limited partnership by service on the secretary of state in accordance with subsection (b) of this section;
(iv) The post office address to which the secretary of state may mail a copy of any process against the limited partnerships that is served on the secretary of state; and
(v) A statement that the limited partnership certifies that it has no outstanding tax obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes.
(2) In the case of a partnership that has converted:
(i) The name of the converting partnership and its jurisdiction of formation;
(ii) The type of entity to which the partnership has converted and its jurisdiction of formation;
(iii) That the converted entity surrenders the converting partnership’s registration to do business in this state and revokes the authority of the converting partnership’s registered agent to act as registered agent in this state on behalf of the partnership or the converted entity;
(iv) A mailing address to which service of process may be made under subsection (b), of this section; and
(v) A statement that the limited partnership certifies that it has no outstanding tax obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes.
(b) After a withdrawal under this section has become effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to § 7-13.1-121.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1009. Transfer of registration.
(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 deliver to the secretary of state for filing an application for transfer of registration. The application must state:
(1) The name of the registered foreign limited partnership before the merger or conversion;
(2) That before the merger or conversion the registration pertained to a foreign limited partnership;
(3) The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with § 7-13.1-114, an alternate name adopted pursuant to § 7-13.1-1006(a);
(4) The type of entity of the applicant foreign entity and its jurisdiction of formation;
(5) The street and mailing addresses of the principal office of the applicant foreign entity and, if the law of the entity’s jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and
(6) The name and street and mailing addresses of the applicant foreign entity’s registered agent in this state.
(b) When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1010. Revocation of registration.
(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 partnership has continued to exceed or abuse the authority conferred upon it by law;
(3) The limited partnership has failed to file its annual report within the time required by this chapter;
(4) The limited partnership has failed to pay any required fees to the secretary of state when they have become due and payable;
(5) The secretary of state has received notice from the division of taxation, in accordance with § 7-13.1-214, that the limited partnership has failed to pay any fees or taxes due this state;
(6) The limited partnership has failed for thirty (30) days to appoint and maintain a registered agent in this state as required by this chapter;
(7) The limited partnership has failed, after change of its registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;
(8) The limited partnership has failed to file in the office of the secretary of state any amendment to its certificate of registration or any articles of dissolution, merger, or consolidation as prescribed by this chapter; or
(9) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the limited partnership pursuant to this chapter.
(b) No certificate of registration of a limited partnership shall be revoked by the secretary of state unless:
(1) The secretary of state shall have given the limited partnership notice thereof not less than sixty (60) days prior to such revocation by regular mail addressed to the registered agent in this state on file with the secretary of state’s office, which notice shall specify the basis for the revocation; provided, however, that if a prior mailing addressed to the address of the registered agent of the limited partnership in this state currently on file with the secretary of state’s office has been returned as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) To the limited partnership at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) In the case of a limited partnership that has not yet filed an annual report, then to the limited partnership at the principal office in the certificate of registration of limited partnership and no further notice shall be required; and
(2) The limited partnership fails prior to revocation to file the annual report, pay the fees or taxes, file the required statement of change of registered agent, file the amendment to its registration or certificate of withdrawal of registration, merger, or consolidation, or correct the misrepresentation.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1011. Issuance of certificates of revocation.
(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 mail a certificate of revocation, addressed to the registered agent of the limited partnership in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the address of the registered agent of the limited partnership in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) To the limited partnership at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) In the case of a limited partnership that has not yet filed an annual report, then to the principal office listed in the certificate of registration, and no further notice shall be required.
(b) The authority of the registered foreign limited partnership to do business in this state ceases on the effective date of the certificate of revocation, unless before that date the partnership cures each ground for revocation stated in the notice.
(c) The revocation of a limited partnership does not terminate the authority of its registered agent.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
§ 7-13.1-1012. Reinstatement.
(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 limited partnership had not been revoked except as subsequently provided:
(1) On the filing by the limited partnership of the documents it had previously failed to file as set forth in § 7-13.1-1010(a)(3) through (a)(8) and payment of any fees or taxes it had previously failed to pay;
(2) On the payment by the limited partnership of a penalty in the amount of fifty dollars ($50.00) for each year or part of year that has elapsed since the issuance of the certificate of revocation; and
(3) Upon the filing by the limited partnership of a certificate of good standing from the Rhode Island division of taxation.
(b) If, as permitted by the provisions of this chapter or chapter 1.2, 6, or 12.1 of this title, another limited liability company, business or nonprofit corporation, registered limited liability partnership or a limited partnership, or in each case domestic or foreign, authorized and qualified to transact business in this state, bears or has filed a fictitious business name statement as to or reserved or registered a name that is the same as, the name of the limited partnership with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation on the reinstated limited partnership amending its certificate of registration so as to designate a name that meets the requirements of § 7-13.1-114 by adopting an alternate name pursuant to § 7-13.1-1006(a).
(c) When reinstatement under this section has become effective, the following rules apply:
(1) The reinstatement relates back to and takes effect as of the effective date of the certificate of revocation.
(2) The limited partnership resumes carrying on its activities and affairs as if the revocation had not occurred.
(3) The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are not affected.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
§ 7-13.1-1013. Withdrawal of registration of registered foreign limited partnership.
(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 partnership is not doing business in this state and that it withdraws its registration to do business in this state;
(3) That the limited partnership revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the limited partnership was authorized to transact business in this state may subsequently be made on the limited partnership by service on the secretary of state in accordance with subsection (b) of this section;
(4) The post office address to which the secretary of state may mail a copy of any process against the limited partnership that is served on the secretary of state; and
(5) A statement that the limited partnership certifies that it has no outstanding tax obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes.
(b) After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the partnership was registered to do business in this state may be made pursuant to § 7-13.1-121.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1014. Action by attorney general.
The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this chapter.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1101. Definitions.
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 entity in an interest exchange.
(3) “Articles of merger” means a statement under § 7-13.1-1125.
(4) “Conversion” means a transaction authorized by subpart 4.
(5) “Converted entity” means the converting entity as it continues in existence after a conversion.
(6) “Converting entity” means the domestic entity that approves a plan of conversion pursuant to § 7-13.1-1143 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation.
(7) “Distributional interest” means the right under an unincorporated entity’s organic law and organic rules to receive distributions from the entity.
(8) “Domestic”, with respect to an entity, means governed as to its internal affairs by the law of this state.
(9) “Domesticated limited partnership” means the domesticating limited partnership as it continues in existence after a domestication.
(10) “Domesticating limited partnership” means the domestic limited partnership that approves a plan of domestication pursuant to § 7-13.1-1153 or the foreign limited partnership that approves a domestication pursuant to the law of its jurisdiction of formation.
(11) “Domestication” means a transaction authorized by subpart 5.
(12) “Entity”:
(i) Means:
(A) A business corporation;
(B) A nonprofit corporation;
(C) A general partnership, including a limited liability partnership;
(D) A limited partnership, including a limited liability limited partnership;
(E) A limited liability company;
(F) A general cooperative association;
(G) A limited cooperative association;
(H) An unincorporated nonprofit association;
(I) A statutory trust, business trust, or common-law business trust; or
(J) Any other person that has:
(I) A legal existence separate from any interest holder of that person; or
(II) The power to acquire an interest in real property in its own name; and
(ii) Does not include:
(A) An individual;
(B) A trust with a predominantly donative purpose or a charitable trust;
(C) An association or relationship that is not an entity listed in subsection (12)(i) of this section and is not a partnership under the rules stated in § 7-12.1-202 or a similar provision of the law of another jurisdiction;
(D) A decedent’s estate; or
(E) A government or a governmental subdivision, agency, or instrumentality.
(13) “Filing entity” means an entity whose formation requires the filing of a public organic record. The term does not include a limited liability partnership.
(14) “Foreign”, with respect to an entity, means an entity governed as to its internal affairs by the law of a jurisdiction other than this state.
(15) “Governance interest” means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
(i) Receive or demand access to information concerning, or the books and records of, the entity;
(ii) Vote for or consent to the election of the governors of the entity; or
(iii) Receive notice of or vote on or consent to an issue involving the internal affairs of the entity.
(16) “Governor” means:
(i) A director of a business corporation or an officer of a business corporation that has no board of directors;
(ii) A director or trustee of a nonprofit corporation;
(iii) A general partner of a general partnership;
(iv) A general partner of a limited partnership;
(v) A manager of a manager-managed limited liability company;
(vi) A member of a member-managed limited liability company;
(vii) A director of a general cooperative association;
(viii) A director of a limited cooperative association;
(ix) A manager of an unincorporated nonprofit association;
(x) A trustee of a statutory trust, business trust, or common-law business trust; or
(xi) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
(17) “Interest” means:
(i) A share in a business corporation;
(ii) A membership in a nonprofit corporation;
(iii) A partnership interest in a general partnership;
(iv) A partnership interest in a limited partnership;
(v) A membership interest in a limited liability company;
(vi) A share in a general cooperative association;
(vii) A member’s interest in a limited cooperative association;
(viii) A membership in an unincorporated nonprofit association;
(ix) A beneficial interest in a statutory trust, business trust, or common-law business trust; or
(x) A governance interest or distributional interest in any other type of unincorporated entity.
(18) “Interest exchange” means a transaction authorized by subpart 3.
(19) “Interest holder” means:
(i) A shareholder of a business corporation;
(ii) A member of a nonprofit corporation;
(iii) A general partner of a general partnership;
(iv) A general partner of a limited partnership;
(v) A limited partner of a limited partnership;
(vi) A member of a limited liability company;
(vii) A shareholder of a general cooperative association;
(viii) A member of a limited cooperative association;
(ix) A member of an unincorporated nonprofit association;
(x) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or
(xi) Any other direct holder of an interest.
(20) “Interest holder liability” means:
(i) Personal liability for a liability of an entity which is imposed on a person:
(A) Solely by reason of the status of the person as an interest holder; or
(B) By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
(ii) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.
(21) “Merger” means a transaction authorized by subpart 2.
(22) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.
(23) “Organic law” means the law of an entity’s jurisdiction of formation governing the internal affairs of the entity.
(24) “Organic rules” means the public organic record and private organic rules of an entity.
(25) “Plan” means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication.
(26) “Plan of conversion” means a plan under § 7-13.1-1142.
(27) “Plan of domestication” means a plan under § 7-13.1-1152.
(28) “Plan of interest exchange” means a plan under § 7-13.1-1132.
(29) “Plan of merger” means a plan under § 7-13.1-1122.
(30) “Private organic rules” means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes:
(i) The bylaws of a business corporation;
(ii) The bylaws of a nonprofit corporation;
(iii) The partnership agreement of a general partnership;
(iv) The partnership agreement of a limited partnership;
(v) The operating agreement of a limited liability company;
(vi) The bylaws of a general cooperative association;
(vii) The bylaws of a limited cooperative association;
(viii) The governing principles of an unincorporated nonprofit association; and
(ix) The trust instrument of a statutory trust or similar rules of a business trust or a common-law business trust.
(31) “Protected agreement” means:
(i) A record evidencing indebtedness and any related agreement in effect on January 1, 2023;
(ii) An agreement that is binding on an entity on January 1, 2023;
(iii) The organic rules of an entity in effect on January 1, 2023; or
(iv) An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2023.
(32) “Public organic record” means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. The term includes:
(i) The articles of incorporation of a business corporation;
(ii) The articles of incorporation of a nonprofit corporation;
(iii) The certificate of limited partnership of a limited partnership;
(iv) The certificate of organization of a limited liability company;
(v) The articles of incorporation of a general cooperative association;
(vi) The articles of organization of a limited cooperative association; and
(vii) The certificate of trust of a statutory trust or similar record of a business trust.
(33) “Registered foreign entity” means a foreign entity that is registered to do business in this state pursuant to a record filed by the secretary of state.
(34) “Statement of conversion” means a statement under § 7-13.1-1145.
(35) “Statement of domestication” means a statement under § 7-13.1-1155.
(36) “Statement of interest exchange” means a statement under § 7-13.1-1135.
(37) “Surviving entity” means the entity that continues in existence after or is created by a merger.
(38) “Type of entity” means a generic form of entity:
(i) Recognized at common law; or
(ii) Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
§ 7-13.1-1102. Relationship of part 11 to other laws.
(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 of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless:
(1) If the corporation does not survive the transaction, the transaction satisfies any requirements of the law; or
(2) If the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty, or obligation directly under the law.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1103. Required notice or approval.
(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.
(b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part 11 becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the superior court specifying the disposition of the property.
(c) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to a merging entity that is not the surviving entity and which takes effect or remains payable after the merger inures to the surviving entity.
(d) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1104. Nonexclusivity.
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.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1105. Reference to external facts.
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 action is within the control of a party to the transaction.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1106. Appraisal rights.
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.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1107. Excluded entities and transactions; other applicable law
(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 to such other law.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1121. Merger authorized.
(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 complying with the provisions of this subpart applicable to foreign entities, a foreign entity may be a party to a merger under this subpart or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity’s jurisdiction of formation.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1122. Plan of merger.
(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 be created in the merger, a statement to that effect and the entity’s name, jurisdiction of formation, and type of entity;
(3) The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) If the surviving entity exists before the merger, any proposed amendments to:
(i) Its public organic record, if any; and
(ii) Its private organic rules that are, or are proposed to be, in a record;
(5) If the surviving entity is to be created in the merger:
(i) Its proposed public organic record, if any; and
(ii) The full text of its private organic rules that are proposed to be in a record;
(6) The other terms and conditions of the merger; and
(7) Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity.
(b) In addition to the requirements of subsection (a) of this section, a plan of merger may contain any other provision not prohibited by law.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1123. Approval of merger.
(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 which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless:
(i) The partnership agreement of the partnership provides in a record for the approval of a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and
(ii) The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(b) A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with its organic law.
(c) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1124. Amendment or abandonment of plan of merger.
(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 does not provide for the manner in which it may be amended; or
(2) By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:
(i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;
(ii) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
(iii) Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(c) After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited partnership may abandon the plan in the same manner as the plan was approved.
(d) If a plan of merger is abandoned after a statement of merger has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:
(1) The name of each party to the plan of merger;
(2) The date on which the statement of merger was filed by the secretary of state; and
(3) A statement that the merger has been abandoned in accordance with this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1125. Articles of merger — Effective date of merger.
(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, jurisdiction of formation, and type of entity of the surviving entity;
(3) A statement that the merger was approved by each domestic merging entity, if any, in accordance with this subpart and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
(4) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
(5) If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and
(6) If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment.
(c) In addition to the requirements of subsection (b) of this section, a statement of merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
(e) If the surviving or resulting entity is not a domestic limited partnership or another filing entity of record in the office of the secretary of state, the articles of merger must contain a statement that the surviving or resulting other entity agrees that it may be served with process in Rhode Island in any action, suit or proceeding for the enforcement of any obligation of any domestic limited partnership that is to merge, irrevocably appointing the secretary of state as its agent to accept service of process in the action, suit or proceeding and specifying the address to which a copy of the process is to be mailed to it by the secretary of state. In the event of service under this section on the secretary of state, the procedures set forth in § 7-13.1-121 are applicable, except that the plaintiff in any action, suit or proceeding shall furnish the secretary of state with the address specified in the articles of merger provided for in this section and any other address that the plaintiff elects to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the surviving or resulting other business entity at all addresses furnished by the plaintiff in accordance with the procedures set forth in § 7-13.1-121.
(f) The articles of merger must contain a statement that the merging entity certifies that it has no outstanding tax obligations. As required by §§ 7-13.1-213, 7-16-67 and 44-11-26.1, the merging entity has paid all fees and taxes.
(g) If the surviving entity is a domestic limited partnership, the merger becomes effective when the articles of merger are effective. In all other cases, the merger becomes effective on the later of:
(1) The date and time provided by the organic law of the surviving entity; and
(2) When the articles of merger are effective.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
§ 7-13.1-1126. Effect of merger.
(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 impairment;
(4) All debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity;
(5) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity;
(6) If the surviving entity exists before the merger:
(i) All its property continues to be vested in it without transfer, reversion, or impairment;
(ii) It remains subject to all its debts, obligations, and other liabilities; and
(iii) All its rights, privileges, immunities, powers, and purposes continue to be vested in it;
(7) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;
(8) If the surviving entity exists before the merger:
(i) Its public organic record, if any, is amended to the extent provided in the statement of merger; and
(ii) Its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger;
(9) If the surviving entity is created by the merger, its private organic rules become effective and:
(i) If it is a filing entity, its public organic record becomes effective; and
(ii) If it is a limited liability partnership, its statement of qualification becomes effective; and
(10) The interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under § 7-13.1-1106 and the merging entity’s organic law.
(b) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity.
(c) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective.
(d) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging limited partnership with respect to which the person had interest holder liability is subject to the following rules:
(1) The merger does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the merger became effective.
(2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the merger becomes effective.
(3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subsection (d)(1) of this section as if the merger had not occurred.
(4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the partnership agreement of the domestic merging limited partnership with respect to any interest holder liability preserved under subsection (d)(1) of this section as if the merger had not occurred.
(e) When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited partnership as provided in § 7-13.1-121.
(f) When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is canceled.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1131. Interest exchange authorized.
(a) By complying with this subpart:
(1) A domestic limited partnership may acquire all of one or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or
(2) All of one or more classes or series of interests of a domestic limited partnership may be acquired by another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
(b) By complying with the provisions of this subpart applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under this subpart if the interest exchange is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited partnership is the acquired entity as if the interest exchange were a merger until the provision is amended after January 1, 2023.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1132. Plan of interest exchange.
(a) A domestic limited partnership may be the acquired entity in an interest exchange under this subpart by approving a plan of interest exchange. The plan must be in a record and contain:
(1) The name of the acquired entity;
(2) The name, jurisdiction of formation, and type of entity of the acquiring entity;
(3) The manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) Any proposed amendments to:
(i) The certificate of limited partnership of the acquired entity; and
(ii) The partnership agreement of the acquired entity that are, or are proposed to be, in a record;
(5) The other terms and conditions of the interest exchange; and
(6) Any other provision required by the law of this state or the partnership agreement of the acquired entity.
(b) In addition to the requirements of subsection (a) of this section, a plan of interest exchange may contain any other provision not prohibited by law.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1133. Approval of interest exchange.
(a) A plan of interest exchange is not effective unless it has been approved:
(1) By all the partners of a domestic acquired limited partnership entitled to vote on or consent to any matter; and
(2) In a record, by each partner of the domestic acquired limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the interest exchange becomes effective, unless:
(i) The partnership agreement of the partnership provides in a record for the approval of an interest exchange or a merger in which some or all its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all of the partners; and
(ii) The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(b) An interest exchange involving a domestic acquired entity that is not a limited partnership is not effective unless it is approved by the domestic entity in accordance with its organic law.
(c) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
(d) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1134. Amendment or abandonment of plan of interest exchange.
(a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b) A domestic acquired limited partnership may approve an amendment of a plan of interest exchange:
(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change:
(i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the acquired partnership under the plan;
(ii) The certificate of limited partnership or partnership agreement of the acquired partnership that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the partners of the acquired partnership under this chapter or the partnership agreement; or
(iii) Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(c) After a plan of interest exchange has been approved and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic acquired limited partnership may abandon the plan in the same manner as the plan was approved.
(d) If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the acquired limited partnership, must be delivered to the secretary of state for filing before the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain:
(1) The name of the acquired partnership;
(2) The date on which the statement of interest exchange was filed by the secretary of state; and
(3) A statement that the interest exchange has been abandoned in accordance with this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1135. Statement of interest exchange — Effective date of interest exchange.
(a) A statement of interest exchange must be signed by a domestic acquired limited partnership and delivered to the secretary of state for filing.
(b) A statement of interest exchange must contain:
(1) The name of the acquired limited partnership;
(2) The name, jurisdiction of formation, and type of entity of the acquiring entity;
(3) A statement that the plan of interest exchange was approved by the acquired limited partnership in accordance with this subpart; and
(4) Any amendments to the acquired limited partnership’s certificate of limited partnership approved as part of the plan of interest exchange.
(c) In addition to the requirements of subsection (b) of this section, a statement of interest exchange may contain any other provision not prohibited by law.
(d) An interest exchange becomes effective when the statement of interest exchange is effective.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1136. Effect of interest exchange.
(a) When an interest exchange in which the acquired entity is a domestic limited partnership becomes effective:
(1) The interests in the acquired partnership which are the subject of the interest exchange are converted, and the partners holding those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under § 7-13.1-1106;
(2) The acquiring entity becomes the interest holder of the interests in the acquired partnership stated in the plan of interest exchange to be acquired by the acquiring entity;
(3) The certificate of limited partnership of the acquired partnership is amended to the extent provided in the statement of interest exchange; and
(4) The provisions of the partnership agreement of the acquired partnership that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange.
(b) Except as otherwise provided in the certificate of limited partnership or partnership agreement of a domestic acquired limited partnership, the interest exchange does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the acquired partnership.
(c) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to a domestic acquired limited partnership and becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the interest exchange becomes effective.
(d) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired limited partnership with respect to which the person had interest holder liability is subject to the following rules:
(1) The interest exchange does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the interest exchange became effective.
(2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the interest exchange becomes effective.
(3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subsection (d)(1) of this section as if the interest exchange had not occurred.
(4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the partnership agreement of the domestic acquired partnership with respect to any interest holder liability preserved under subsection (d)(1) of this section as if the interest exchange had not occurred.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1141. Conversion authorized.
(a) By complying with this subpart, a domestic limited partnership may become:
(1) A domestic entity that is a different type of entity; or
(2) A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.
(b) By complying with the provisions of this subpart applicable to foreign entities, a foreign entity that is not a foreign limited partnership may become a domestic limited partnership if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a conversion, the provision applies to a conversion of the partnership as if the conversion were a merger until the provision is amended after January 1, 2023.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1142. Plan of conversion.
(a) A domestic limited partnership may convert to a different type of entity under this subpart by approving a plan of conversion. The plan must be in a record and contain:
(1) The name of the converting limited partnership;
(2) The name, jurisdiction of formation, and type of entity of the converted entity;
(3) The manner of converting the interests in the converting limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) The proposed public organic record of the converted entity if it will be a filing entity;
(5) The full text of the private organic rules of the converted entity which are proposed to be in a record;
(6) The other terms and conditions of the conversion; and
(7) Any other provision required by the law of this state or the partnership agreement of the converting limited partnership.
(b) In addition to the requirements of subsection (a) of this section, a plan of conversion may contain any other provision not prohibited by law.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1143. Approval of conversion.
(a) A plan of conversion is not effective unless it has been approved:
(1) By a domestic converting limited partnership, by all the partners of the limited partnership entitled to vote on or consent to any matter; and
(2) In a record, by each partner of a domestic converting limited partnership which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless:
(i) The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and
(ii) The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(b) A conversion involving a domestic converting entity that is not a limited partnership is not effective unless it is approved by the domestic converting entity in accordance with its organic law.
(c) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1144. Amendment or abandonment of plan of conversion.
(a) A plan of conversion of a domestic converting limited partnership may be amended:
(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:
(i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the converting partnership under the plan;
(ii) The public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(iii) Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(b) After a plan of conversion has been approved by a domestic converting limited partnership and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited partnership may abandon the plan in the same manner as the plan was approved.
(c) If a plan of conversion is abandoned after a statement of conversion has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the secretary of state for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(1) The name of the converting limited partnership;
(2) The date on which the statement of conversion was filed by the secretary of state; and
(3) A statement that the conversion has been abandoned in accordance with this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1145. Statement of conversion — Effective date of conversion.
(a) A statement of conversion must be signed by the converting entity and delivered to the secretary of state for filing.
(b) A statement of conversion must contain:
(1) The name, jurisdiction of formation, and type of entity of the converting entity;
(2) The name, jurisdiction of formation, and type of entity of the converted entity;
(3) If the converting entity is a domestic limited partnership, a statement that the plan of conversion was approved in accordance with this subpart or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
(4) If the converted entity is a domestic filing entity, its public organic record, as an attachment; and
(5) If the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment.
(c) In addition to the requirements of subsection (b) of this section, a statement of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
(e) If the converted entity is a domestic limited partnership, the conversion becomes effective when the statement of conversion is effective. In all other cases, the conversion becomes effective on the later of:
(1) The date and time provided by the organic law of the converted entity; and
(2) When the statement is effective.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1146. Effect of conversion.
(a) When a conversion becomes effective:
(1) The converted entity is:
(i) Organized under and thereafter subject to the organic law of the converted entity; and
(ii) The same entity without interruption as the converting entity;
(2) All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment;
(3) All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity;
(4) Except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;
(5) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;
(6) The certificate of limited partnership of the converted entity becomes effective;
(7) The provisions of the partnership agreement of the converted entity which are to be in a record, if any, approved as part of the plan of conversion become effective; and
(8) The interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under § 7-13.1-1106.
(b) Except as otherwise provided in the partnership agreement of a domestic converting limited partnership, the conversion does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the converting entity.
(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective.
(d) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting limited partnership with respect to which the person had interest holder liability is subject to the following rules:
(1) The conversion does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the conversion became effective.
(2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the conversion becomes effective.
(3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subsection (d)(1) of this section as if the conversion had not occurred.
(4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the organic rules of the converting entity with respect to any interest holder liability preserved under subsection (d)(1) of this section as if the conversion had not occurred.
(e) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in § 7-13.1-121.
(f) If the converting entity is a registered foreign entity, its registration to do business in this state is canceled when the conversion becomes effective.
(g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1151. Domestication authorized.
(a) By complying with this subpart, a domestic limited partnership may become a foreign limited partnership if the domestication is authorized by the law of the foreign jurisdiction.
(b) By complying with the provisions of this subpart applicable to foreign limited partnerships, a foreign limited partnership may become a domestic limited partnership if the domestication is authorized by the law of the foreign limited partnership’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a domestication, the provision applies to a domestication of the limited partnership as if the domestication were a merger until the provision is amended after January 1, 2023.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1152. Plan of domestication.
(a) A domestic limited partnership may become a foreign limited partnership in a domestication by approving a plan of domestication. The plan must be in a record and contain:
(1) The name of the domesticating limited partnership;
(2) The name and jurisdiction of formation of the domesticated limited partnership;
(3) The manner of converting the interests in the domesticating limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) The proposed certificate of limited partnership of the domesticated limited partnership;
(5) The full text of the provisions of the partnership agreement of the domesticated limited partnership, that are proposed to be in a record;
(6) The other terms and conditions of the domestication; and
(7) Any other provision required by the law of this state or the partnership agreement of the domesticating limited partnership.
(b) In addition to the requirements of subsection (a) of this section, a plan of domestication may contain any other provision not prohibited by law.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1153. Approval of domestication.
(a) A plan of domestication of a domestic domesticating limited partnership is not effective unless it has been approved:
(1) By all the partners entitled to vote on or consent to any matter; and
(2) In a record, by each partner that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the domestication becomes effective, unless:
(i) The partnership agreement of the domesticating partnership in a record provides for the approval of a domestication or merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and
(ii) The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(b) A domestication of a foreign domesticating limited partnership is not effective unless it is approved in accordance with the law of the foreign limited partnership’s jurisdiction of formation.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1154. Amendment or abandonment of plan of domestication.
(a) A plan of domestication of a domestic domesticating limited partnership may be amended:
(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:
(i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the domesticating limited partnership under the plan;
(ii) The certificate of limited partnership or partnership agreement of the domesticated limited partnership that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the partners of the domesticated limited partnership under its organic law or partnership agreement; or
(iii) Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(b) After a plan of domestication has been approved by a domestic domesticating limited partnership and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating limited partnership may abandon the plan in the same manner as the plan was approved.
(c) If a plan of domestication is abandoned after a statement of domestication has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the domesticating limited partnership, must be delivered to the secretary of state for filing before the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:
(1) The name of the domesticating limited partnership;
(2) The date on which the statement of domestication was filed by the secretary of state; and
(3) A statement that the domestication has been abandoned in accordance with this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1155. Statement of domestication — Effective date of domestication.
(a) A statement of domestication must be signed by the domesticating limited partnership and delivered to the secretary of state for filing.
(b) A statement of domestication must contain:
(1) The name and jurisdiction of formation of the domesticating limited partnership;
(2) The name and jurisdiction of formation of the domesticated limited partnership;
(3) If the domesticating limited partnership is a domestic limited partnership, a statement that the plan of domestication was approved in accordance with this subpart or, if the domesticating limited partnership is a foreign limited partnership, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation; and
(4) The certificate of limited partnership of the domesticated limited partnership, as an attachment.
(c) In addition to the requirements of subsection (b) of this section, a statement of domestication may contain any other provision not prohibited by law.
(d) The certificate of limited partnership of a domesticated domestic limited partnership must satisfy the requirements of this chapter, but the certificate does not need to be signed.
(e) If the domesticated entity is a domestic limited partnership, the domestication becomes effective when the statement of domestication is effective. If the domesticated entity is a foreign limited partnership, the domestication becomes effective on the later of:
(1) The date and time provided by the organic law of the domesticated entity; and
(2) When the statement is effective.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1156. Effect of domestication.
(a) When a domestication becomes effective:
(1) The domesticated entity is:
(i) Organized under and thereafter subject to the organic law of the domesticated entity; and
(ii) The same entity without interruption as the domesticating entity;
(2) All property of the domesticating entity continues to be vested in the domesticated entity without transfer, reversion, or impairment;
(3) All debts, obligations, and other liabilities of the domesticating entity continue as debts, obligations, and other liabilities of the domesticated entity;
(4) Except as otherwise provided by law or the plan of domestication, all the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity;
(5) The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding;
(6) The certificate of limited partnership of the domesticated entity becomes effective;
(7) The provisions of the partnership agreement of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication become effective; and
(8) The interests in the domesticating entity are converted to the extent and as approved in connection with the domestication, and the partners of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under § 7-13.1-1116.
(b) Except as otherwise provided in the organic law or partnership agreement of the domesticating limited partnership, the domestication does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the domesticating partnership.
(c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating limited partnership and becomes subject to interest holder liability with respect to a domestic limited partnership as a result of the domestication has interest holder liability only to the extent provided by this chapter and only for those debts, obligations, and other liabilities that are incurred after the domestication becomes effective.
(d) When a domestication becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic domesticating limited partnership with respect to which the person had interest holder liability is subject to the following rules:
(1) The domestication does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the domestication became effective.
(2) A person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the domestication becomes effective.
(3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subsection (d)(1) of this section as if the domestication had not occurred.
(4) A person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the partnership agreement of the domestic domesticating limited partnership with respect to any interest holder liability preserved under subsection (d)(1) of this section as if the domestication had not occurred.
(e) When a domestication becomes effective, a foreign limited partnership that is the domesticated partnership may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in § 7-13.1-121.
(f) If the domesticating limited partnership is a registered foreign entity, the registration of the partnership is canceled when the domestication becomes effective.
(g) A domestication does not require a domestic domesticating limited partnership to wind up its affairs and does not constitute or cause the dissolution of the partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1201. Uniformity of application and construction.
In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1202. Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. § 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. § 7003(b).
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1203. Savings clause.
This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2023.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
§ 7-13.1-1204. Severability clause.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.