reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-52. - [Repealed.]

§ 7-13-52. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-52.1. - [Repealed.]

§ 7-13-52.1. [Repealed.]
History of Section.
P.L. 2012, ch. 68, § 2; P.L. 2012, ch. 85, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-53. - [Repealed.]

§ 7-13-53. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; P.L. 2007, ch. 99, § 1; P.L. 2007, ch. 109, § 1; P.L. 2013, ch. 49, § 1; P.L. 2013, ch. 60, § 1; P.L. 2015, ch. 80, § 2; P.L. 2015, ch. 88, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-54. - [Repealed.]

§ 7-13-54. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-54.1. - [Repealed.]

§ 7-13-54.1. [Repealed.]
History of Section.
P.L. 1986, ch. 221, § 1; P.L. 1990, ch. 65, art. 43, § 3; P.L. 2001, ch. 26, § 3; P.L. 2001, ch. 268, § 3; P.L. 2005, ch. 36, § 8; P.L. 2005, ch. 72, § 8; P.L. 2007, ch. 99, § 1; P.L. 2007, ch. 109, § 1; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-55. - [Repealed.]

§ 7-13-55. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 121, § 1; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-56. - [Repealed.]

§ 7-13-56. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-57. - [Repealed.]

§ 7-13-57. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-58. - [Repealed.]

§ 7-13-58. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-59. - [Repealed.]

§ 7-13-59. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-60. - [Repealed.]

§ 7-13-60. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-61. - [Repealed.]

§ 7-13-61. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-62. - [Repealed.]

§ 7-13-62. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-63. - [Repealed.]

§ 7-13-63. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-64. - [Repealed.]

§ 7-13-64. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-65. - [Repealed.]

§ 7-13-65. [Repealed.]
History of Section.
P.L. 1985, ch. 390, § 2; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-66. - [Repealed.]

§ 7-13-66. [Repealed.]
History of Section.
P.L. 1992, ch. 227, § 3; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-67. - [Repealed.]

§ 7-13-67. [Repealed.]
History of Section.
P.L. 1992, ch. 227, § 3; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-68. - [Repealed.]

§ 7-13-68. [Repealed.]
History of Section.
P.L. 1992, ch. 227, § 3; P.L. 1997, ch. 188, § 4; P.L. 2005, ch. 36, § 8; P.L. 2005, ch. 72, § 8; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13 - Limited Partnerships [Repealed.] › Section 7-13-69. - [Repealed.]

§ 7-13-69. [Repealed.]
History of Section.
P.L. 2011, ch. 151, art. 19, § 2; P.L. 2016, ch. 142, art. 13, § 5; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-101. - Short title.

§ 7-13.1-101. Short title.
This chapter shall be known and may be cited as the “Uniform Limited Partnership Act”.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-103. - Knowledge; Notice.

§ 7-13.1-103. Knowledge; Notice.
(a)
A person knows a fact if the person:
(1)
Has actual knowledge of it; or
(2)
Is deemed to know it under law other than this chapter.
(b)
A person has notice of a fact if the person:
(1)
Has reason to know the fact from all the facts known to the person at the time in question; or
(2)
Is deemed to have notice of the fact under subsection (c) or (d) of this section.
(c)
A certificate of limited partnership on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d) of this section, the certificate is not notice of any other fact.
(d)
A person not a partner is deemed to have notice of:
(1)
A person’s dissociation as a general partner ninety (90) days after an amendment to the certificate of limited partnership which states that the other person has dissociated becomes effective or ninety (90) days after a statement of dissociation pertaining to the other person becomes effective, whichever occurs first;
(2)
A limited partnership’s:
(i)
Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective;
(ii)
Termination ninety (90) days after a statement of termination under § 7-13.1-802(b)(2)(vi) becomes effective; and
(iii)
Participation in a merger, interest exchange, conversion, or domestication, ninety (90) days after articles of merger, interest exchange, conversion, or domestication under part 11 of this chapter become effective.
(e)
Subject to § 7-13.1-210(f), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(f)
A general partner’s knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner’s knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-104. - Governing law.

§ 7-13.1-104. Governing law.
The law of this state governs:
(1)
The internal affairs of a limited partnership; and
(2)
The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-106. - Partnership agreement — Effect on limited partnership and person becoming partner — Preformation agreement.

§ 7-13.1-106. Partnership agreement — Effect on limited partnership and person becoming partner — Preformation agreement.
(a)
A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.
(b)
A person that becomes a partner is deemed to assent to the partnership agreement.
(c)
Two (2) or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-107. - Partnership agreement — Effect on third parties and relationship to records effective on behalf of limited partnership.

§ 7-13.1-107. Partnership agreement — Effect on third parties and relationship to records effective on behalf of limited partnership.
(a)
A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b)
The obligations of a limited partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 7-13.1-703(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(1)
Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and
(2)
Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(c)
If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 7-13.1-105(c) or (d)(2) if contained in the partnership agreement, the provision is ineffective in the record.
(d)
Subject to subsection (c) of this section, if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with a provision of the partnership agreement:
(1)
The agreement prevails as to partners, persons dissociated as partners, and transferees; and
(2)
The record prevails as to other persons to the extent they reasonably rely on the record.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-108. - Required information.

§ 7-13.1-108. Required information.
A limited partnership shall maintain at its principal office the following information:
(1)
A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2)
A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3)
A copy of any filed articles of merger, interest exchange, conversion, or domestication;
(4)
A copy of the partnership’s federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
(5)
A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6)
A copy of any financial statement of the partnership for the three (3) most recent years;
(7)
A copy of the three (3) most recent annual reports delivered by the partnership to the secretary of state pursuant to § 7-13.1-212;
(8)
A copy of any record made by the partnership during the past three (3) years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9)
Unless contained in a partnership agreement made in a record, a record stating:
(i)
A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner;
(ii)
The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(iii)
For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(iv)
Any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-109. - Dual capacity.

§ 7-13.1-109. Dual capacity.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-110. - Nature, purpose, and duration of limited partnership.

§ 7-13.1-110. Nature, purpose, and duration of limited partnership.
(a)
A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b)
A limited partnership may have any lawful purpose, regardless of whether for profit.
(c)
A limited partnership has perpetual duration.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-111. - Powers.

§ 7-13.1-111. Powers.
A limited partnership has the capacity to sue and be sued in the name of the partnership and the power to do all things necessary or convenient to carry on the partnership’s activities and affairs.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-112. - Application to existing relationships — Effect of repeal of prior acts.

§ 7-13.1-112. Application to existing relationships — Effect of repeal of prior acts.
(a)
Before January 1, 2024, this chapter governs only:
(1)
A limited partnership formed on or after January 1, 2023; and
(2)
Except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before January 1, 2023, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
(b)
Except as otherwise provided in subsections (c) and (d) of this section, on and after January 1, 2024, this chapter governs all limited partnerships.
(c)
With respect to a limited partnership formed before January 1, 2023, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1)
Section 7-13.1-110(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2023.
(2)
The limited partnership is not required to amend its certificate of limited partnership to comply with § 7-13.1-201(b)(5).
(3)
Sections 7-13.1-601 and 7-13.1-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2023.
(4)
Section 7-13.1-603(4) does not apply.
(5)
Section 7-13.1-603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2023.
(6)
Section 7-13.1-801(a)(3) does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2023.
(d)
With respect to a limited partnership that elects pursuant to subsection (a)(2) of this section to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership’s general partners to third parties apply:
(1)
Before January 1, 2024, to:
(i)
A third party that had not done business with the limited partnership in the year before the election took effect; and
(ii)
A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has been notified of the election; and
(2)
On and after January 1, 2024, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subsection (d)(1)(ii) of this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-113. - Supplemental principles of law.

§ 7-13.1-113. Supplemental principles of law.
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-114. - Permitted names.

§ 7-13.1-114. Permitted names.
(a)
The name of a limited partnership may contain the name of any partner.
(b)
The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “LP” or “L.P.” and may not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”.
(c)
The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “LP” or “L.P.”.
(d)
The name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, must be distinguishable on the records of the secretary of state from any name of an existing person whose formation or qualification required the filing of a record by the secretary of state or any name that is filed, reserved, or registered under this chapter or as permitted by the laws of this state, subject to the following:
(1)
This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and
(2)
The name may be the same as the name of an existing person, the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from the date of the revocation.
(e)
Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.
(f)
The secretary of state shall promulgate rules and regulations defining the term “distinguishable upon the record” for the administration of this chapter.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-115. - Reservation of name.

§ 7-13.1-115. Reservation of name.
(a)
A person may reserve the exclusive use of a name that complies with § 7-13.1-114 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the name is available, the secretary of state shall reserve the name for the applicant’s exclusive use for one hundred twenty (120) days.
(b)
The owner of a reserved name may transfer the reservation to another person by delivering to the secretary of state a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-116. - Registration of name.

§ 7-13.1-116. Registration of name.
(a)
A foreign limited partnership not registered to do business in this state under part 10 of this chapter may register its name, or an alternate name adopted pursuant to § 7-13.1-1006, if the name is distinguishable on the records of the secretary of state from the names that are not available under § 7-13.1-114.
(b)
To register its name or an alternate name adopted pursuant to § 7-13.1-1006, a foreign limited partnership must deliver to the secretary of state for filing an application stating the partnership’s name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to § 7-13.1-1006. If the secretary of state finds that the name applied for is available, the secretary of state shall register the name for the applicant’s exclusive use.
(c)
The registration of a name under this section is effective for one year after the date of registration.
(d)
A foreign limited partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three (3) months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
(e)
A foreign limited partnership whose name registration is effective may register as a foreign limited partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-117. - Registered agent.

§ 7-13.1-117. Registered agent.
(a)
Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve.
(b)
A registered agent for a limited partnership or registered foreign limited partnership must be an existing person and have a place of business in this state.
(c)
The only duties under this chapter of a registered agent that has complied with this chapter are:
(1)
To forward to the limited partnership or registered foreign limited partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent;
(2)
If the registered agent resigns, to provide the notice required by § 7-13.1-119(c) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership; and
(3)
To keep current the information with respect to the agent in the records of the secretary of state.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-118. - Change of registered agent or address for registered agent by limited partnership.

§ 7-13.1-118. Change of registered agent or address for registered agent by limited partnership.
(a)
A limited partnership or registered foreign limited partnership may change its registered agent or the address of its registered agent by delivering to the secretary of state for filing a statement of change that states:
(1)
The name of the partnership or foreign partnership; and
(2)
The information that is to be in effect as a result of the filing of the statement of change.
(b)
The general or limited partners of a limited partnership need not approve the delivery to the secretary of state for filing of:
(1)
A statement of change under this section; or
(2)
A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction.
(c)
A statement of change under this section designating a new registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve.
(d)
Any person who designates a registered agent without the registered agent’s authority is guilty of a misdemeanor and, upon conviction, may be punished by a fine of not more than one thousand dollars ($1,000) or by imprisonment of not more than one year, or both.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-119. - Resignation of registered agent.

§ 7-13.1-119. Resignation of registered agent.
(a)
A registered agent may resign as an agent for a limited partnership or registered foreign limited partnership by delivering to the secretary of state for filing a statement of resignation that states:
(1)
The name of the partnership or foreign partnership;
(2)
The name of the agent;
(3)
That the agent resigns from serving as registered agent for the partnership or foreign partnership; and
(4)
The address of the partnership or foreign partnership to which the secretary of state will send the notice required by subsection (c) of this section.
(b)
A statement of resignation takes effect on the earlier of:
(1)
The thirty-first day after the day on which it is filed by the secretary of state; or
(2)
The designation of a new registered agent for the limited partnership or registered foreign limited partnership.
(c)
A registered agent promptly shall furnish to the limited partnership or registered foreign limited partnership notice in a record of the date on which a statement of resignation was filed.
(d)
When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited partnership or registered foreign limited partnership. The resignation does not affect any contractual rights the partnership or foreign partnership has against the agent or that the agent has against the partnership or foreign partnership.
(e)
A registered agent may resign with respect to a limited partnership or registered foreign limited partnership whether or not the partnership or foreign partnership is in good standing.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-120. - Change of name or address by registered agent.

§ 7-13.1-120. Change of name or address by registered agent.
(a)
If a registered agent changes its name or address, the agent may deliver to the secretary of state for filing a statement of change that states:
(1)
The name of the limited partnership or registered foreign limited partnership represented by the registered agent;
(2)
The name of the agent as currently shown in the records of the secretary of state for the partnership or foreign partnership;
(3)
If the name of the agent has changed, its new name; and
(4)
If the address of the agent has changed, its new address.
(b)
A registered agent promptly shall furnish notice to the represented limited partnership or registered foreign limited partnership of the filing by the secretary of state of the statement of change and the changes made by the statement.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-121. - Service of process, notice, or demand.

§ 7-13.1-121. Service of process, notice, or demand.
(a)
A limited partnership or registered foreign limited partnership may be served with any process, notice, or demand required or permitted by law by serving its registered agent.
(b)
If a limited partnership or registered foreign limited partnership fails to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the secretary of state is an agent of the limited partnership or registered foreign limited partnership upon whom any process, notice, or demand may be served. Service on the secretary of state of any process, notice, or demand is made by delivering to and leaving with the secretary of state or with any clerk having charge of the corporation department of the office, duplicate copies of the process, notice, or demand. In the event any process, notice, or demand is served on the secretary of state, the secretary of state shall immediately forward one of the copies by certified mail, addressed to the limited partnership or registered foreign limited partnership at its registered office. Any service upon the secretary of state is returnable in not less than thirty (30) days.
(c)
The secretary of state shall maintain a record of any such service setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served upon the secretary of state, the fact that service has been effected pursuant to this section, the return date thereof, and the day and hour when the service was made. The secretary of state shall not be required to retain such information for a period longer than five (5) years from receipt of the service of process.
(d)
Service of process, notice, or demand on a registered agent must be in a written record.
(e)
Service of process, notice, or demand may be made by other means under law other than this chapter.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-122. - Delivery of record.

§ 7-13.1-122. Delivery of record.
(a)
Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
(b)
Delivery to the secretary of state is effective only when a record is received by the secretary of state.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-123. - Fees for filing documents and issuing certificates.

§ 7-13.1-123. Fees for filing documents and issuing certificates.
The secretary of state shall charge and collect for:
(1)
Filing a certificate of limited partnership, one hundred dollars ($100);
(2)
Filing a certificate of amendment to a certificate of limited partnership, fifty dollars ($50.00);
(3)
Filing a certificate of correction to a certificate of limited partnership, fifty dollars ($50.00);
(4)
Filing a certificate of dissolution of a certificate of limited partnership, ten dollars ($10.00);
(5)
Filing an application to reserve a limited partnership name, fifty dollars ($50.00);
(6)
Filing a notice of transfer of a reserved limited partnership name, fifty dollars ($50.00);
(7)
Filing a statement of change of address of specified office or change of specified agent, twenty dollars ($20.00);
(8)
Filing a statement of change of address only for a specified agent, without fee;
(9)
Filing an application of a foreign limited partnership to register as a foreign limited partnership, one hundred dollars ($100);
(10)
Filing a certificate of withdrawal of registration as a foreign limited partnership, twenty-five dollars ($25.00);
(11)
Filing any other document, statement, or report of a domestic or foreign limited partnership, except an annual report, ten dollars ($10.00);
(12)
Filing a certificate of amendment of a foreign limited partnership, fifty dollars ($50.00);
(13)
An annual report of a domestic or foreign limited partnership, fifty dollars ($50.00);
(14)
To withdraw the certificate of revocation of a limited partnership, whether domestic or foreign, a penalty in the amount of fifty dollars ($50.00) for each year or part of the year that has elapsed since the issuance of the certificate of revocation;
(15)
For issuing a certificate of good standing/letter of status, twenty dollars ($20.00).
(16)
For issuing a certificate of fact, thirty dollars ($30.00);
(17)
For furnishing a certified copy of any document, instrument, or paper relating to a domestic or foreign limited partnership, a fee of fifteen cents ($.15) per page and ten dollars ($10.00) for the certificate and affirming the seal to it; and
(18)
Service of process on the secretary of state as registered agent of a limited partnership, fifteen dollars ($15.00) which amount may be recovered as a taxable cost by the party to the suit or action making the service if the party prevails in the suit or action.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 1 - General Provisions › Section 7-13.1-124. - Reservation of power to amend or repeal.

§ 7-13.1-124. Reservation of power to amend or repeal.
The general assembly of this state has power to amend or repeal all or part of this chapter at any time, and all limited partnerships and foreign limited partnerships subject to this chapter are governed by the amendment or repeal.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-201. - Formation of limited partnership — Certificate of limited partnership.

§ 7-13.1-201. Formation of limited partnership — Certificate of limited partnership.
(a)
To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing.
(b)
A certificate of limited partnership must state:
(1)
The name of the limited partnership, which must comply with § 7-13.1-114;
(2)
The address of the partnership’s principal office;
(3)
The name and street address in this state of the partnership’s registered agent;
(4)
The name and address of each general partner; and
(5)
Whether the limited partnership is a limited liability limited partnership.
(c)
A certificate of limited partnership may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in § 7-13.1-105(c) and (d) in a manner inconsistent with that section.
(d)
A limited partnership is formed when:
(1)
The certificate of limited partnership becomes effective;
(2)
At least two (2) persons have become partners;
(3)
At least one person has become a general partner; and
(4)
At least one person has become a limited partner.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-202. - Amendment or restatement of certificate of limited partnership.

§ 7-13.1-202. Amendment or restatement of certificate of limited partnership.
(a)
A certificate of limited partnership may be amended or restated at any time.
(b)
To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating:
(1)
The name of the partnership;
(2)
The date of filing of its initial certificate; and
(3)
The text of the amendment.
(c)
To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement, designated as such in its heading.
(d)
A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:
(1)
The admission of a new general partner;
(2)
The dissociation of a person as a general partner; or
(3)
The appointment of a person to wind up the limited partnership’s activities and affairs under § 7-13.1-802(c) or (d).
(e)
If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:
(1)
Cause the certificate to be amended; or
(2)
If appropriate, deliver to the secretary of state for filing a statement of change under § 7-13.1-118 or a statement of correction under § 7-13.1-209.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-204. - Signing and filing pursuant to judicial order.

§ 7-13.1-204. Signing and filing pursuant to judicial order.
(a)
If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the superior court to order:
(1)
The person to sign the record;
(2)
The person to deliver the record to the secretary of state for filing; or
(3)
The secretary of state to file the record unsigned.
(b)
If a petitioner under subsection (a) of this section is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner shall make the partnership or foreign partnership a party to the action.
(c)
A record filed under subsection (a)(3) of this section is effective without being signed.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-205. - Liability for inaccurate information in filed record.

§ 7-13.1-205. Liability for inaccurate information in filed record.
(a)
If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(1)
A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and
(2)
A general partner if:
(i)
The record was delivered for filing on behalf of the partnership; and
(ii)
The general partner knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have:
(A)
Effected an amendment under § 7-13.1-202;
(B)
Filed a petition under § 7-13.1-204; or
(C)
Delivered to the secretary of state for filing a statement of change under § 7-13.1-118 or a statement of correction under § 7-13.1-209.
(b)
An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.