reglab/housing_qa huggingface dataset:
RI Gen L § 7-12-43 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-43 - Dissolution by decree of court.

§ 7-12-43. Dissolution by decree of court.(a) On application by or for a partner, the court shall decree a dissolution whenever:(1) A partner has been declared mentally incompetent in any judicial proceeding or is shown to be of unsound mind;(2) A partner becomes in any other way incapable of performing his or her part of the partnership contract;(3) A partner has been guilty of any conduct that tends to affect prejudicially the carrying on of the business;(4) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts him or herself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him or her;(5) The business of the partnership can only be carried on at a loss;(6) Other circumstances render a dissolution equitable.(b) On the application of the purchaser of a partner's interest under §§ 7-12-38 and 7-12-39, the court shall decree a dissolution:(1) After the termination of the specified term or particular undertaking;(2) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.History of Section.R.P.L. 1957, ch. 74, § 32; P.L. 1999, ch. 83, § 4; P.L. 1999, ch. 130, § 4.
RI Gen L § 7-12-44 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-44 - General effect of dissolution on authority of partner.

§ 7-12-44. General effect of dissolution on authority of partner.Except insofar as is necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:(1) Regarding the partners:(i) When the dissolution is not by the act, bankruptcy, or death of a partner; or(ii) When the dissolution is by the act, bankruptcy, or death of a partner, in cases where § 7-12-45 so requires.(2) With respect to persons not partners, as declared in § 7-12-46.History of Section.R.P.L. 1957, ch. 74, § 33.
RI Gen L § 7-12-45 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-45 - Right of partner to contribution from copartners after dissolution.

§ 7-12-45. Right of partner to contribution from copartners after dissolution.Where the dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to his or her copartners for his or her share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved, unless:(1) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution;(2) The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy; or(3) The liability is for a debt or obligation for which the partner is not liable as provided in § 7-12-26(b).History of Section.R.P.L. 1957, ch. 74, § 34; P.L. 1996, ch. 270, § 1.
RI Gen L § 7-12-46 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-46 - Power of partner to bind partnership to third persons after dissolution.

§ 7-12-46. Power of partner to bind partnership to third persons after dissolution.(a) After dissolution, a partner can bind the partnership except as provided in subsection (c) by:(1) Any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;(2) Any transaction that would bind the partnership if dissolution had not taken place, provided the other party to the transaction:(i) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or(ii) Though he or she had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.(b) The liability of a partner under subsection (a)(2) shall be satisfied out of partnership assets alone, when the partner had been, prior to dissolution:(1) Unknown as a partner to the person with whom the contract is made; and(2) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his or her connection with it.(c) The partnership is in no case bound by any act of a partner after dissolution where:(1) The partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs;(2) The partner has become bankrupt; or(3) The partner has no authority to wind up partnership affairs, except by a transaction with one who:(i) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his or her want of authority; or(ii) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his or her want of authority, the fact of his or her want of authority has not been advertised in the manner provided for advertising the fact of dissolution in subsection (a)(2)(ii).(d) Nothing in this section affects the liability under § 7-12-27 of any person who after dissolution represents him or herself or consents to another representing him or her as a partner in a partnership engaged in carrying on business.History of Section.R.P.L. 1957, ch. 74, § 35.
RI Gen L § 7-12-47 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-47 - Effect of dissolution on partner's existing liability.

§ 7-12-47. Effect of dissolution on partner's existing liability.(a) The dissolution of the partnership does not of itself discharge the existing liability of any partner.(b) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself or herself, the partnership creditor, and the person or partnership continuing the business. An agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.(c) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed are discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of the obligations.(d) The individual property of a deceased partner is liable for those obligations of the partnership incurred while he or she was a partner and for which he or she is liable under § 7-12-26, but subject to the prior payment of his or her separate debts.History of Section.R.P.L. 1957, ch. 74, § 36; P.L. 1996, ch. 270, § 1.
RI Gen L § 7-12-48 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-48 - Right to wind up.

§ 7-12-48. Right to wind up.Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, that any partner, his or her legal representative, or his or her assignee may obtain winding up by the court upon cause shown.History of Section.R.P.L. 1957, ch. 74, § 37.
RI Gen L § 7-12-49 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-49 - Rights of partners to application of partnership property.

§ 7-12-49. Rights of partners to application of partnership property.(a) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his or her copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by the expulsion of a bona fide partner under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under § 7-12-47(b), he or she receives in cash only the net amount due him or her from the partnership.(b) When dissolution is caused in contravention of the partnership agreement, the rights of the partners are as follows:(1) Each partner who has not wrongfully caused dissolution has:(i) All the rights specified in subsection (a); and(ii) The right, as against each partner who has wrongfully caused the dissolution, to damages for breach of the agreement.(2) The partners who have not wrongfully caused the dissolution, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has wrongfully caused the dissolution, the value of his or her interest in the partnership at the dissolution, less any damages recoverable under subsection (b)(1)(ii), and in like manner indemnify him or her against all present or future partnership liabilities.(3) A partner who has wrongfully caused the dissolution has:(i) If the business is not continued under the provisions of subsection (b)(2), all the rights of a partner under subsection (a), subject to subsection (b)(1)(ii);(ii) If the business is continued under subsection (b)(2), the right as against his or her copartners, and all claiming through them as to their interests in the partnership, to have the value of his or her interest in the partnership, less any damages caused to his or her copartners by the dissolution, ascertained and paid to him or her in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest, the value of the good will of the business is not considered.History of Section.R.P.L. 1957, ch. 74, § 38; P.L. 2018, ch. 346, § 12.
RI Gen L § 7-12-50 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-50 - Rights where partnership is dissolved for fraud or misrepresentation.

§ 7-12-50. Rights where partnership is dissolved for fraud or misrepresentation.Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties to the contract, the party entitled to rescind is, without prejudice to any other right, entitled to:(1) A lien on, or right of retention of, the surplus of the partnership property, after satisfying the partnership liabilities to third persons, for any sum of money paid by him or her for the purchase of an interest in the partnership and for any capital or advances contributed by him; and(2) Stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him or her as to the partnership liabilities; and(3) Indemnification by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.History of Section.R.P.L. 1957, ch. 74, § 39.
RI Gen L § 7-12-51 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-51 - Rules for distribution.

§ 7-12-51. Rules for distribution.In settling accounts between the partners after dissolution, the following rules are observed, subject to any agreement to the contrary:(1) The assets of the partnership are:(i) The partnership property;(ii) The contributions of the partners specified in subdivision (4).(2) The liabilities of the partnership rank in order of payment, as follows:(i) Those owing to creditors other than partners;(ii) Those owing to partners other than for capital and profits;(iii) Those owing to partners in respect of capital;(iv) Those owing to partners in respect of profits.(3) The assets are applied in the order of their declaration in subdivision (1) to the satisfaction of the liabilities.(4) Except as provided in § 7-12-26(b), the partners shall contribute, as provided by § 7-12-29(1), the amount necessary to satisfy the liabilities; but if any, but not all, of the partners are insolvent, or not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.(5) An assignee for the benefit of creditors of any person appointed by the court has the right to enforce the contributions specified in subdivision (4).(6) Any partner, or his or her legal representative, has the right to enforce the contributions specified in subdivision (4), to the extent of the amount that he or she has paid in excess of his or her share.(7) The individual property of a deceased partner is liable for the contributions specified in subdivision (4).(8) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as previously.(9) Where a partner has become bankrupt, or his or her estate is insolvent, the claims against his or her separate property rank in the following order:(i) Those owing to separate creditors;(ii) Those owing to partnership creditors;(iii) Those owing to partners by way of contribution.History of Section.R.P.L. 1957, ch. 74, § 40; P.L. 1996, ch. 270, § 1.
RI Gen L § 7-12-53 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-53 - Rights of retiring or estate of deceased partner when the business is continued.

§ 7-12-53. Rights of retiring or estate of deceased partner when the business is continued.When any partner retires or dies, and the business is continued under any of the conditions described in subsection (a), (b), (c), (e) or (f) of § 7-12-52, or § 7-12-49(b)(2), without any settlement of accounts as between him or her or his or her estate and the person or partnership continuing the business, unless otherwise agreed, he or she or his or her legal representative as against the persons or partnership may have the value of his or her interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his or her interest in the dissolved partnership with interest, or, at his or her option or at the option of his or her legal representative, in lieu of interest, the profits attributable to the use of his or her right in the property of the dissolved partnership; provided, that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, have priority on any claim arising under this section as provided by § 7-12-52(h).History of Section.R.P.L. 1957, ch. 74, § 42.
RI Gen L § 7-12-54 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-54 - Accrual of actions.

§ 7-12-54. Accrual of actions.The right to an account of his or her interest accrues to any partner, or his or her legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.History of Section.R.P.L. 1957, ch. 74, § 43.
RI Gen L § 7-12-55 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-55 - Other laws preserved.

§ 7-12-55. Other laws preserved.Nothing contained in §§ 7-12-12 — 7-12-55 affects the provisions of §§ 7-12-1 — 7-12-11 or of chapter 13 of this title.History of Section.R.P.L. 1957, ch. 74, § 44.
RI Gen L § 7-12-57 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-57 - Name of registered limited-liability partnerships.

§ 7-12-57. Name of registered limited-liability partnerships.(a) The name of a registered limited-liability partnership contains the words "registered limited-liability partnership" or the abbreviation "L.L.P" or "LLP" as the last words or letters of its name.(b) The name shall be distinguishable upon the records of the secretary of state from the name of any domestic for-profit or nonprofit corporation, or any domestic limited partnership, or any domestic limited-liability company or any registered limited-liability partnership existing under the laws of the state, or the name of any foreign for-profit or nonprofit corporation, or foreign limited partnership, or foreign limited-liability company, or foreign registered limited-liability partnership authorized to transact business in this state, or a name the exclusive right to which is, at the time filed, reserved or registered in the manner provided under this title, 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 a corporation, or limited-liability company, or registered limited-liability partnership, the certificate of incorporation, authority, organization, or registration 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.(3) 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.(4) 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. 1996, ch. 270, § 2; P.L. 1998, ch. 235, § 1; P.L. 2005, ch. 36, § 7; P.L. 2005, ch. 72, § 7; P.L. 2011, ch. 54, § 3; P.L. 2011, ch. 60, § 3.
RI Gen L § 7-12-60 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-12 - Partnerships|Section 7-12-60 - Filing of returns with the tax administrator - Annual charge.

§ 7-12-60. Filing of returns with the tax administrator — Annual charge.(a) For tax years beginning on or after January 1, 2012, a limited-liability partnership registered under § 7-12-56, shall file a return in the form and containing the information as prescribed by the tax administrator as follows:(1) If the fiscal year of the limited-liability 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-liability 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-liability partnership registered under § 7-12-56, 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-liability 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. 2011, ch. 151, art. 19, § 1; P.L. 2016, ch. 142, art. 13, § 4.
RI Gen L § 7-13-3 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-3 - Reservation of name.

§ 7-13-3. Reservation of name.(a) The exclusive right to the use of a name may be reserved by:(1) Any person intending to organize a limited partnership under this chapter and to adopt that name;(2) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;(3) Any foreign limited partnership intending to register in this state and adopt that name; and(4) Any person intending to organize a foreign limited partnership and intending to have it register in this state and adopt that name.(b) The reservation is made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership, he or she reserves the name for the exclusive use of the applicant for a period of one hundred and twenty (120) days. Once having reserved a name, that applicant may not again reserve the same name until more than sixty (60) days after the expiration of the last one hundred and twenty-day (120) period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.History of Section.P.L. 1985, ch. 390, § 2.
RI Gen L § 7-13-4 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-13 - Limited Partnerships|Section 7-13-4 - Specified office and agent.

§ 7-13-4. Specified office and agent.Each limited partnership shall continuously maintain in this state:(1) An office, which may but need not be a place of its business in this state, at which is kept the records required by § 7-13-5 to be maintained; and(2) An agent for service of process on the limited partnership, which agent must be an individual resident of this state, a domestic corporation, or a foreign corporation authorized to do business in this state.History of Section.P.L. 1985, ch. 390, § 2.