reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-913. - Annual report for secretary of state.

§ 7-12.1-913. Annual report for secretary of state.
(a)
A limited liability partnership or registered foreign limited liability partnership shall deliver to the secretary of state for filing an annual report that states:
(1)
The name of the partnership or registered foreign partnership;
(2)
The street and mailing addresses of its principal office;
(3)
The name of at least one partner;
(4)
In the case of a foreign partnership, its jurisdiction of formation and any alternate name adopted under § 7-12.1-1006;
(5)
A brief statement of the character of the business in which the limited liability 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 liability partnership or registered foreign limited liability partnership.
(c)
The first annual report must be filed with the secretary of state after February 1, and before May 1, of the year following the calendar year in which the limited liability partnership’s statement of qualification became effective or the registered foreign limited liability partnership registered to do business in this state. Subsequent annual reports must be filed with the secretary of state 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 liability partnership or registered foreign limited liability 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 liability partnership by the secretary of state.
(e)
Each limited liability 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 2, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-914. - Filing of returns with the tax administrator — Annual charge.

§ 7-12.1-914. 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 or 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 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. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-915. - Confirmation of state fees and taxes.

§ 7-12.1-915. Confirmation of state fees and taxes.
(a)
Notwithstanding any other provisions of the Rhode Island general laws, when any section of this chapter refers to state fees and/or taxes paid, 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 liability partnership has failed to pay any fees or taxes due this state, the secretary of state shall begin revocation proceedings in accordance with the provisions of § 7-12.1-903.
(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 § 7-12.1-916 and refrain from disclosing any other specific tax information.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-916. - Revocation of certificate of limited liability partnership or certificate of registration for nonpayment of fees or taxes.

§ 7-12.1-916. Revocation of certificate of limited liability partnership or certificate of registration for nonpayment of fees or taxes.
(a)
The tax administrator may, after July 15 of each year, compile a list of all limited liability partnerships that have failed to pay any state fees and/or taxes for one year after the fees and/or taxes became due and payable, and the failure is not the subject of a pending 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 § 7-12.1-903.
(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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1001. - Governing law.

§ 7-12.1-1001. Governing law.
(a)
The law of the jurisdiction of formation of a foreign limited liability partnership governs:
(1)
The internal affairs of the partnership; and
(2)
The liability of a partner as partner for a debt, obligation, or other liability of the foreign partnership.
(b)
A foreign limited liability 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 liability partnership to do business in this state does not authorize the foreign partnership to engage in any business or exercise any power that a limited liability partnership may not engage in or exercise in this state.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1002. - Registration to do business in this state.

§ 7-12.1-1002. Registration to do business in this state.
(a)
A foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this article.
(b)
A foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.
(c)
The failure of a foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign partnership or preclude it from defending an action or proceeding in this state.
(d)
A limitation on the liability of a partner of a foreign limited liability partnership is not waived solely because the foreign partnership does business in this state without registering to do business in this state.
(e)
Section 7-12.1-1001(a) and (b) applies even if a foreign limited liability partnership fails to register under this article.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1003. - Foreign registration statement.

§ 7-12.1-1003. Foreign registration statement.
To register to do business in this state, a foreign limited liability 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 § 7-12.1-902, an alternate name adopted pursuant to § 7-12.1-1006(a);
(2)
That the partnership is a foreign limited liability 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 at least one 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 liability 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 liability partnership is entitled to a certificate of authority to transact business in this state.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1004. - Amendment of foreign registration statement.

§ 7-12.1-1004. Amendment of foreign registration statement.
A registered foreign limited liability 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 § 7-12.1-1006(a);
(3)
The address required by § 7-12.1-1003(6).
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1005. - Activities not constituting doing business.

§ 7-12.1-1005. Activities not constituting doing business.
(a)
Activities of a foreign limited liability partnership which do not constitute doing business in this state under this article 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 liability 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 liability partnership to service of process, taxation, or regulation under law of this state other than this chapter.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1006. - Noncomplying name of foreign limited liability partnership.

§ 7-12.1-1006. Noncomplying name of foreign limited liability partnership.
(a)
A foreign limited liability partnership whose name does not comply with § 7-12.1-902 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 § 7-12.1-902. A partnership that registers under an alternate name under this subsection need not comply with this state’s fictitious name statute. After registering to do business in the 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 state’s fictitious name statute.
(b)
If a registered foreign limited liability partnership changes its name to one that does not comply with § 7-12.1-902, 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 § 7-12.1-902.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 2, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1007. - Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.

§ 7-12.1-1007. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.
A registered foreign limited liability partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires the 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1008. - Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

§ 7-12.1-1008. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
(a)
A registered foreign limited liability 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 liability 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 liability partnership was authorized to transact business in this state may subsequently be made on the limited liability partnership by service on the secretary of state in accordance with subsection (b) of this section; and
(iv)
The post office address to which the secretary of state may mail a copy of any process against the limited liability partnerships that is served on the secretary of state.
(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; and
(iv)
A mailing address to which service of process may be made under subsection (b) of this section.
(b)
After a withdrawal under this section becomes effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability partnership was registered to do business in this state may be made pursuant to § 7-12.1-912.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1009. - Transfer of registration.

§ 7-12.1-1009. Transfer of registration.
(a)
When a registered foreign limited liability 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 liability partnership before the merger or conversion;
(2)
That before the merger or conversion the registration pertained to a foreign limited liability partnership;
(3)
The name of the applicant foreign entity into which the foreign limited liability partnership has merged or to which it has been converted and, if the name does not comply with § 7-12.1-902, an alternate name adopted pursuant to § 7-12.1-1006(a); and
(4)
The type of entity of the applicant foreign entity and its jurisdiction of formation.
(b)
An application for authority to transact business in the state of Rhode Island for the resulting entity type and a certificate of legal existence or good standing issued by the proper officer of the state or country under the laws of which the resulting entity has been formed must accompany the application for transfer of registration.
(c)
When an application for transfer of registration takes effect, the registration of the foreign limited liability 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 2, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1011. - Issuance of certificates of revocation.

§ 7-12.1-1011. Issuance of certificates of revocation.
(a)
Upon revoking any such certificate of registration of limited liability partnership, the secretary of state shall:
(1)
Issue a certificate of revocation in duplicate;
(2)
File one of the certificates in the secretary of state’s office;
(3)
Send to the limited liability partnership by regular mail a certificate of revocation, addressed to the registered agent of the limited liability 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 liability 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 liability 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 liability 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 liability 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 liability partnership does not terminate the authority of its registered agent.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 2, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1012. - Reinstatement.

§ 7-12.1-1012. Reinstatement.
(a)
Within two (2) years after issuing a certificate of revocation as provided in § 7-12.1-1011, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited liability partnership in good standing as if its certificate of registration of limited liability partnership had not been revoked except as subsequently provided:
(1)
On the filing by the limited liability partnership of the documents it had previously failed to file and payment of any fees it had previously failed to pay as set forth in § 7-12.1-1010(a)(3) through (a)(7).
(2)
On the payment by the limited liability 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.
(b)
If, as permitted by the provisions of this chapter or chapter 1.2, 6, 12, or 13.1 of this title, another limited liability company, business or nonprofit corporation, registered limited liability partnership or a limited liability 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 liability 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 liability partnership amending its certificate of registration so as to designate a name that meets the requirements of § 7-12.1-902 by adopting an alternate name pursuant to § 7-12.1-1006(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 liability 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 2, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1013. - Withdrawal of registration of registered foreign limited liability partnership.

§ 7-12.1-1013. Withdrawal of registration of registered foreign limited liability partnership.
(a)
A registered foreign limited liability 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 liability 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 liability 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; and
(4)
The post office address to which the secretary of state may mail a copy of any process against the limited liability partnership that is served on the secretary of state.
(b)
After the withdrawal of the registration of a foreign limited liability 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 § 7-12.1-912.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 10 - Foreign Limited Liability Partnership › Section 7-12.1-1014. - Action by attorney general.

§ 7-12.1-1014. Action by attorney general.
The attorney general may maintain an action to enjoin a foreign limited liability partnership from doing business in this state in violation of this article of this chapter.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 1 - General Provisions › Section 7-12.1-1102. - Relationship of article to other laws.

§ 7-12.1-1102. Relationship of article to other laws.
(a)
This article does not authorize an act prohibited by, and does not affect the application or requirements of, any law other than this article.
(b)
A transaction effected under this chapter 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 1 - General Provisions › Section 7-12.1-1103. - Required notice or approval.

§ 7-12.1-1103. 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 article 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 1 - General Provisions › Section 7-12.1-1104. - Nonexclusivity.

§ 7-12.1-1104. Nonexclusivity.
The fact that a transaction under this article produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this article.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 1 - General Provisions › Section 7-12.1-1105. - Reference to external facts.

§ 7-12.1-1105. 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 1 - General Provisions › Section 7-12.1-1106. - Appraisal rights.

§ 7-12.1-1106. Appraisal rights.
An interest holder of a domestic merging, acquired, converting, or domesticating partnership is entitled to contractual appraisal rights in connection with a transaction under this article to the extent provided in:
(1)
The partnership’s organic rules; or
(2)
The plan.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 1 - General Provisions › Section 7-12.1-1107. - Excluded entities and transactions — Other applicable law.

§ 7-12.1-1107. Excluded entities and transactions — Other applicable law.
(a)
This Part 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, the transaction is still subject to such other law.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 2 - Merger › Section 7-12.1-1121. - Merger authorized.

§ 7-12.1-1121. Merger authorized.
(a)
By complying with this part:
(1)
One or more domestic 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 partnership.
(b)
By complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 2 - Merger › Section 7-12.1-1122. - Plan of merger.

§ 7-12.1-1122. Plan of merger.
(a)
A domestic partnership may become a party to a merger under this part 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; or
(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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 2 - Merger › Section 7-12.1-1123. - Approval of merger.

§ 7-12.1-1123. Approval of merger.
(a)
A plan of merger is not effective unless it has been approved:
(1)
By a domestic merging 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 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 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 2 - Merger › Section 7-12.1-1124. - Amendment or abandonment of plan of merger.

§ 7-12.1-1124. 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 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 be 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 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 filed with the secretary of state and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be filed with the secretary of state 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 3 - Interest Exchange › Section 7-12.1-1131. - Interest exchange authorized.

§ 7-12.1-1131. Interest exchange authorized.
(a)
By complying with this part:
(1)
A domestic 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 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 part applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under this part 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 partnership but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 3 - Interest Exchange › Section 7-12.1-1132. - Plan of interest exchange.

§ 7-12.1-1132. Plan of interest exchange.
(a)
A domestic partnership may be the acquired entity in an interest exchange under this part 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 the partnership agreement that are, or are proposed to be, in a record of the acquired entity;
(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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 11 - Merger, Interest Exchange, Conversion, and Domestication › Part 3 - Interest Exchange › Section 7-12.1-1133. - Approval of interest exchange.

§ 7-12.1-1133. 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 partnership entitled to vote on or consent to any matter; and
(2)
In a record, by each partner of the domestic acquired 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 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 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.