reglab/housing_qa huggingface dataset:
RI Gen L § 7-13-28 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-28 - Liability for contribution.

§ 7-13-28. Liability for contribution.(a) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he or she is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the records to be kept pursuant to § 7-13-5) of the stated contribution that has not been made.(b) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or whose claim arises, after the filing of the certificate of limited partnership or an amendment to it that, in either case, reflects the obligation, and before the amendment or cancellation of it to reflect the compromise, may enforce the original obligation.History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1.
RI Gen L § 7-13-29 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-29 - Sharing of profits and losses.

§ 7-13-29. Sharing of profits and losses.The profits and losses of a limited partnership shall be allocated among the partners and the classes of partners in the manner provided in the partnership agreement. If the partnership agreement does not provide for allocation, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to § 7-13-5, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1.
RI Gen L § 7-13-30 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-30 - Sharing of distributions.

§ 7-13-30. Sharing of distributions.Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not provide for allocation, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to § 7-13-5, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1.
RI Gen L § 7-13-31 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-31 - Interim distributions.

§ 7-13-31. Interim distributions.Except as provided in this chapter, a partner is entitled to receive distributions from a limited partnership before his or her withdrawal from the limited partnership and before the dissolution and winding up of the limited partnership to the extent and at the times or upon the happening of the events specified in the partnership agreement.History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1.
RI Gen L § 7-13-32 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-32 - Withdrawal of general partner.

§ 7-13-32. Withdrawal of general partner.A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him or her.History of Section.P.L. 1985, ch. 390, § 2.
RI Gen L § 7-13-33 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-33 - Withdrawal of limited partner.

§ 7-13-33. Withdrawal of limited partner.A limited partner may withdraw from a limited partnership only at the time or upon the occurrence of events specified in writing in the partnership agreement and in accordance with the partnership agreement. Notwithstanding anything to the contrary under applicable law, unless a partnership agreement provides otherwise, a limited partner may not withdraw from a limited partnership prior to the dissolution and winding up of the limited partnership.History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1; P.L. 1989, ch. 379, § 1; P.L. 1997, ch. 188, § 4.
RI Gen L § 7-13-34 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-34 - Distribution upon withdrawal.

§ 7-13-34. Distribution upon withdrawal.Except as provided in this chapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement and, if not otherwise provided in the agreement, he or she is entitled to receive, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal based on his or her right to share in distributions from the limited partnership.History of Section.P.L. 1985, ch. 390, § 2.
RI Gen L § 7-13-35 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-35 - Distribution in kind.

§ 7-13-35. Distribution in kind.Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his or her contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him or her exceeds a percentage of that asset that is equal to the percentage in which he or she shares in distributions from the limited partnership.History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1.
RI Gen L § 7-13-36 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-36 - Right to distribution.

§ 7-13-36. Right to distribution.Subject to §§ 7-13-37 and 7-13-47, and unless otherwise provided in the partnership agreement at the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available to, a creditor of the limited partnership as to the distribution. A partnership may provide for the establishment of a record date with respect to allocations and distributions by a limited partnership.History of Section.P.L. 1985, ch. 390, § 2; P.L. 1989, ch. 379, § 1.
RI Gen L § 7-13-37 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-37 - Limitations on distribution.

§ 7-13-37. Limitations on distribution.(a) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the limited partnership, exceed the fair value of the assets of the limited partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability.(b) A limited partner who received a distribution in violation of subsection (a), and who knew or reasonably should have known at the time of the distribution that the distribution violated subsection (a), is liable to the limited partnership for the amount of the distribution. A limited partner who receives a distribution in violation of subsection (a) and who did not know and reasonably should not have known at the time of the distribution that the distribution violated subsection (a), is not liable for the amount of the distribution. Subject to subsection (c), this subsection does not affect any obligation or liability of a limited partner under a partnership agreement or other applicable law for the amount of a distribution.(c) Unless otherwise agreed, a limited partner who received a distribution from a limited partnership has no liability under this chapter or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.History of Section.P.L. 1985, ch. 390, § 2; P.L. 1989, ch. 379, § 1.
RI Gen L § 7-13-38 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-38 - [Repealed.]

§ 7-13-38. [Repealed.]
RI Gen L § 7-13-39 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-39 - Nature of partnership interest.

§ 7-13-39. Nature of partnership interest.A partnership interest is personal property.History of Section.P.L. 1985, ch. 390, § 2.
RI Gen L § 7-13-40 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-40 - Assignment of partnership interest.

§ 7-13-40. Assignment of partnership interest.Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.History of Section.P.L. 1985, ch. 390, § 2.
RI Gen L § 7-13-41 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-41 - Rights of creditor.

§ 7-13-41. Rights of creditor.On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his or her partnership interest.History of Section.P.L. 1985, ch. 390, § 2.
RI Gen L § 7-13-42 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-42 - Rights of assignee to become limited partner.

§ 7-13-42. Rights of assignee to become limited partner.(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:(1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or(2) All other partners consent.(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his or her assignor to make and return contributions as provided in this chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time he or she became a limited partner.(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under §§ 7-13-14 and 7-13-28.History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1.
RI Gen L § 7-13-43 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-43 - Power of estate of deceased or incompetent person.

§ 7-13-43. Power of estate of deceased or incompetent person.If a partner who is an individual dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his or her estate or administering his or her property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.History of Section.P.L. 1985, ch. 390, § 2.
RI Gen L § 7-13-44 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-44 - Nonjudicial dissolution.

§ 7-13-44. Nonjudicial dissolution.A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:(1) At the time or upon the happening of any of the events specified in the partnership agreement;(2) Written consent of all partners;(3) Unless otherwise provided in the partnership agreement, an event of withdrawal of a general partner unless at the time there is at least one other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal, if, within ninety (90) days after the withdrawal, a majority interest of the partners agrees in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or(4) Entry of a decree of judicial dissolution under § 7-13-45.History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1; P.L. 1997, ch. 188, § 4; P.L. 2018, ch. 346, § 13.
RI Gen L § 7-13-45 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-45 - Judicial dissolution.

§ 7-13-45. Judicial dissolution.On application by or for a partner the superior court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.History of Section.P.L. 1985, ch. 390, § 2.
RI Gen L § 7-13-46 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-46 - Winding up.

§ 7-13-46. Winding up.Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs. The superior court may wind up the limited partnership's affairs upon application of any partner, his or her legal representative, or assignee.History of Section.P.L. 1985, ch. 390, § 2.
RI Gen L § 7-13-47 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-47 - Distribution of assets.

§ 7-13-47. Distribution of assets.Upon the winding up of a limited partnership, the assets shall be distributed as follows:(1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under § 7-13-31 or § 7-13-34;(2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under § 7-13-31 or 7-13-34; and(3) Except as provided in the partnership agreement, to partners, first for the return of their contributions and secondly, as to their partnership interests, in the proportions in which the partners share in distributions.History of Section.P.L. 1985, ch. 390, § 2.
RI Gen L § 7-13-48 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-48 - Applicable law.

§ 7-13-48. Applicable law.Subject to the constitution of this state:(1) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, except as to foreign limited-liability partnerships, which shall be treated as if they were foreign limited partnerships;(2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state; and(3) A certificate of registration does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state.History of Section.P.L. 1985, ch. 390, § 2; P.L. 2012, ch. 68, § 1; P.L. 2012, ch. 85, § 1; P.L. 2013, ch. 501, § 2.
RI Gen L § 7-13-49 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-49 - Registration.

§ 7-13-49. Registration.Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:(1) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;(2) The state and date of its formation;(3) The general character of the business it proposes to transact in this state;(4) The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this state, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in this state;(5) A statement that the secretary of state is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subdivision (4) 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;(6) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;(7) The name and business address of each general partner;(8) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn;(9) A mailing address for the foreign limited partnership; and(10) 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 and to determine and assess the fees payable as prescribed in this chapter.History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1; P.L. 1988, ch. 379, § 1; P.L. 1997, ch. 188, § 4.
RI Gen L § 7-13-50 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-50 - Issuance of registration.

§ 7-13-50. Issuance of registration.(a) If the secretary of state finds that an application for registration of a foreign limited partnership conforms to law and all requisite fees have been paid, he or she shall:(1) Endorse on the application the word "Filed", and the month, day, and year of the filing of the application;(2) File in his or her office the original of the application; and(3) Issue a certificate of registration to transact business in this state.(b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his or her representative.History of Section.P.L. 1985, ch. 390, § 2; P.L. 2005, ch. 36, § 8; P.L. 2005, ch. 72, § 8.
RI Gen L § 7-13-51 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-51 - Name of foreign limited partnership.

§ 7-13-51. Name of foreign limited partnership.A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that includes either:(1) without abbreviation the words "limited partnership" or(2) the letters and punctuation "L.P.", and that could be registered by a domestic limited partnership, and(3) Shall be distinguishable upon the records of the secretary of state from the name of any corporation, non-business corporation or other association, domestic or foreign limited-liability company, limited partnership organized under the laws of, or registered or qualified to do business in this 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:(i) 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(ii) The name may be the same as the name of a corporation, non-business corporation or other association 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.(iii) 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.(iv) 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. 1985, ch. 390, § 2; P.L. 1997, ch. 188, § 4; P.L. 2011, ch. 54, § 4; P.L. 2011, ch. 60, § 4.