reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 1 - General Provisions › Section 7-12.1-114. - Effective date and time.

§ 7-12.1-114. Effective date and time.
Except as otherwise provided in § 7-12.1-115 and subject to § 7-12.1-116(c), a record filed under this chapter is effective:
(1)
On the date and at the time of its filing by the secretary of state, as provided in § 7-12.1-117(b);
(2)
On the date of filing and at the time specified in the record as its effective time, if later than the time under subsection (1) of this section;
(3)
At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or
(4)
If a delayed effective date is specified, but no time is specified, at one minute past twelve a.m. (12:01 a.m.) on the date specified, which may not be more than ninety (90) days after the date of filing.
History of Section.
P.L. 2022, ch. 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 1 - General Provisions › Section 7-12.1-115. - Withdrawal of filed record before effectiveness.

§ 7-12.1-115. Withdrawal of filed record before effectiveness.
(a)
Except as otherwise provided in §§ 7-12.1-1124, 7-12.1-1134, 7-12.1-1144, and 7-12.1-1154, a record filed with the secretary of state may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal.
(b)
A statement of withdrawal must:
(1)
Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons;
(2)
Identify the record to be withdrawn; and
(3)
If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
(c)
On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
History of Section.
P.L. 2022, ch. 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 1 - General Provisions › Section 7-12.1-116. - Correcting filed record.

§ 7-12.1-116. Correcting filed record.
(a)
A person on whose behalf a filed record was filed with the secretary of state may correct the record if:
(1)
The record at the time of filing was inaccurate;
(2)
The record was defectively signed; or
(3)
The electronic transmission of the record to the secretary of state was defective.
(b)
To correct a filed record, a person on whose behalf the record was delivered to the secretary of state must deliver to the secretary of state for filing a statement of correction.
(c)
A statement of correction:
(1)
May not state a delayed effective date;
(2)
Must be signed by the person correcting the filed record;
(3)
Must identify the filed record to be corrected;
(4)
Must specify the inaccuracy or defect to be corrected; and
(5)
Must correct the inaccuracy or defect.
(d)
A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of § 7-12.1-103(d) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
History of Section.
P.L. 2022, ch. 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 1 - General Provisions › Section 7-12.1-117. - Duty of secretary of state to file — Review of refusal to file — Delivery of record by secretary of state.

§ 7-12.1-117. Duty of secretary of state to file — Review of refusal to file — Delivery of record by secretary of state.
(a)
The secretary of state shall file a record filed with the secretary of state which satisfies this chapter. The duty of the secretary of state under this section is ministerial.
(b)
When the secretary of state files a record, the secretary of state shall record it as filed on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing and, in the case of a statement of denial, also to the partnership to which the statement pertains.
(c)
If the secretary of state refuses to file a record, the secretary of state shall, not later than ten (10) business days after the record is delivered:
(1)
Return the record or notify the person that submitted the record of the refusal; and
(2)
Provide a brief explanation in a record of the reason for the refusal.
(d)
If the secretary of state refuses to file a record, the person that submitted the record may petition the superior court to compel filing of the record. The record and the explanation of the secretary of state of the refusal to file must be attached to the petition. The Providence County superior court may decide the matter in a summary proceeding.
(e)
The filing of or refusal to file a record does not:
(1)
Affect the validity or invalidity of the record in whole or in part; or
(2)
Create a presumption that the information contained in the record is correct or incorrect.
(f)
Except as otherwise provided by § 7-12.1-909 or by law other than this chapter, the secretary of state may deliver any record to a person by delivering it:
(1)
In person to the person that submitted it;
(2)
To the address of the person’s registered agent;
(3)
To the principal office of the person;
(4)
To an electronic address the person provides to the secretary of state for delivery; or
(5)
By providing, at no cost to the filer, access to a downloadable copy of the record from the secretary of state’s online corporate database.
(g)
Notwithstanding that any instrument authorized to be filed with the secretary of state under this chapter is filed inaccurately, defectively or erroneously executed, sealed or acknowledged, or otherwise defective in any respect, the secretary of state has no liability to any individual for the preclearance for filing, the acceptance for filing or the filing and indexing of such instrument by the secretary of state.
History of Section.
P.L. 2022, ch. 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 1 - General Provisions › Section 7-12.1-118. - Reservation of power to amend or repeal.

§ 7-12.1-118. Reservation of power to amend or repeal.
The general assembly has power to amend or repeal all or part of this chapter at any time, and all limited liability partnerships and foreign limited liability partnerships subject to this chapter shall be governed by the amendment or repeal.
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 1 - General Provisions › Section 7-12.1-119. - Supplemental principles of law.

§ 7-12.1-119. 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. 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 2 - Nature of Partnership › Section 7-12.1-201. - Partnership as entity.

§ 7-12.1-201. Partnership as entity.
(a)
A partnership is an entity distinct from its partners.
(b)
A partnership is the same entity regardless of whether the partnership has a statement of qualification in effect under § 7-12.1-901.
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 2 - Nature of Partnership › Section 7-12.1-202. - Formation of partnership.

§ 7-12.1-202. Formation of partnership.
(a)
Except as otherwise provided in subsection (b) of this section, the association of two (2) or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b)
An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c)
In determining whether a partnership is formed, the following rules apply:
(1)
Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property;
(2)
The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived; and
(3)
A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i)
Of a debt by installments or otherwise;
(ii)
For services as an independent contractor or of wages or other compensation to an employee;
(iii)
Of rent;
(iv)
Of an annuity or other retirement or health benefit to a deceased or retired partner or a beneficiary, representative, or designee of a deceased or retired partner;
(v)
Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(vi)
For the sale of the goodwill of a business or other property by installments or otherwise.
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 2 - Nature of Partnership › Section 7-12.1-203. - Partnership property.

§ 7-12.1-203. Partnership property.
Property acquired by a partnership is property of the partnership and not of the partners individually.
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 2 - Nature of Partnership › Section 7-12.1-204. - When property is partnership property.

§ 7-12.1-204. When property is partnership property.
(a)
Property is partnership property if acquired in the name of:
(1)
The partnership; or
(2)
One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b)
Property is acquired in the name of the partnership by a transfer to:
(1)
The partnership in its name; or
(2)
One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c)
Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.
(d)
Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
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 3 - Relations of Partners to Persons Dealing with Partnership › Section 7-12.1-301. - Partner agent of partnership.

§ 7-12.1-301. Partner agent of partnership.
Subject to the effect of a statement of partnership authority under § 7-12.1-303, the following rules apply:
(1)
Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the signing of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner did not have authority to act for the partnership in the particular matter and the person with which the partner was dealing knew or had notice that the partner lacked authority.
(2)
An act of a partner which is not apparently for carrying on in the ordinary course the partnership’s business or business of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners.
History of Section.
P.L. 2022, ch. 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 3 - Relations of Partners to Persons Dealing with Partnership › Section 7-12.1-302. - Transfer of partnership property.

§ 7-12.1-302. Transfer of partnership property.
(a)
Partnership property may be transferred as follows:
(1)
Subject to the effect of a statement of partnership authority under § 7-12.1-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer signed by a partner in the partnership name;
(2)
Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer signed by the persons in whose name the property is held; or
(3)
Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer signed by the persons in whose name the property is held.
(b)
A partnership may recover partnership property from a transferee only if it proves that signing of the instrument of initial transfer did not bind the partnership under § 7-12.1-301 and:
(1)
As to a subsequent transferee who gave value for property transferred under subsections (a)(1) and (a)(2) of this section, proves that the subsequent transferee knew or had been notified that the person who signed the instrument of initial transfer lacked authority to bind the partnership; or
(2)
As to a transferee who gave value for property transferred under subsection (a)(3) of this section, proves that the transferee knew or had been notified that the property was partnership property and that the person who signed the instrument of initial transfer lacked authority to bind the partnership.
(c)
A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.
(d)
If a person holds all the partners’ interests in the partnership, all the partnership property vests in that person. The person may sign a record in the name of the partnership to evidence vesting of the property in that person and may file or record the record.
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 3 - Relations of Partners to Persons Dealing with Partnership › Section 7-12.1-304. - Statement of denial.

§ 7-12.1-304. Statement of denial.
A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that:
(1)
Provides the name of the partnership and the caption of the statement of authority to which the statement of denial pertains; and
(2)
Denies the grant of authority.
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 3 - Relations of Partners to Persons Dealing with Partnership › Section 7-12.1-305. - Partnership liable for partner’s actionable conduct.

§ 7-12.1-305. Partnership liable for partner’s actionable conduct.
(a)
A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with the actual or apparent authority of the partnership.
(b)
If, in the course of the partnership’s business or while acting with actual or apparent authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
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 3 - Relations of Partners to Persons Dealing with Partnership › Section 7-12.1-306. - Partner’s liability.

§ 7-12.1-306. Partner’s liability.
(a)
Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law.
(b)
A person that becomes a partner is not personally liable for a debt, obligation, or other liability of the partnership incurred before the person became a partner.
(c)
A debt, obligation, or other liability of a partnership incurred while the partnership is a limited liability partnership is solely the debt, obligation, or other liability of the limited liability partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability partnership solely by reason of being or acting as a partner. This subsection applies:
(1)
Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability partnership under § 7-12.1-901(b); and
(2)
Regardless of the dissolution of the limited liability partnership.
(d)
The failure of a limited liability partnership to observe formalities relating to the exercise of its powers or management of its business is not a ground for imposing liability on a partner for a debt, obligation, or other liability of the partnership.
(e)
The cancellation or administrative revocation of a limited liability partnership’s statement of qualification does not affect the limitation in this section on the liability of a partner for a debt, obligation, or other liability of the partnership incurred while the statement was in effect.
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 3 - Relations of Partners to Persons Dealing with Partnership › Section 7-12.1-307. - Actions by and against partnership and partners.

§ 7-12.1-307. Actions by and against partnership and partners.
(a)
A partnership may sue and be sued in the name of the partnership.
(b)
To the extent not inconsistent with § 7-12.1-306, a partner may be joined in an action against the partnership or named in a separate action.
(c)
A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner’s assets unless there is also a judgment against the partner.
(d)
A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under § 7-12.1-306 and:
(1)
A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2)
The partnership is a debtor in bankruptcy;
(3)
The partner has agreed that the creditor need not exhaust partnership assets;
(4)
A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or
(5)
Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e)
This section applies to any debt, liability, or other obligation of a partnership which results from a representation by a partner or purported partner under § 7-12.1-308.
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 3 - Relations of Partners to Persons Dealing with Partnership › Section 7-12.1-308. - Liability of purported partner.

§ 7-12.1-308. Liability of purported partner.
(a)
If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b)
If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c)
A person is not liable as a partner merely because the person is named by another as a partner in a statement of partnership authority.
(d)
A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the person’s dissociation as a partner.
(e)
Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons.
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 4 - Relations of Partners to Each Other and to Partnership › Section 7-12.1-401. - Partner’s rights and duties.

§ 7-12.1-401. Partner’s rights and duties.
(a)
Each partner is entitled to an equal share of the partnership distributions and, except in the case of a limited liability partnership, is chargeable with a share of the partnership losses in proportion to the partner’s share of the distributions.
(b)
A partnership shall reimburse a partner for any payment made by the partner in the course of the partner’s activities on behalf of the partnership, if the partner complied with this section and § 7-12.1-409 in making the payment.
(c)
A partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a partner, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of this section or § 7-12.1-407 or 7-12.1-409.
(d)
In the ordinary course of its business, a partnership may advance reasonable expenses, including attorneys’ fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (c) of this section.
(e)
A partnership may purchase and maintain insurance on behalf of a partner against liability asserted against or incurred by the partner in that capacity or arising from that status even if, under § 7-12.1-105(c)(7), the partnership agreement could not eliminate or limit the person’s liability to the partnership for the conduct giving rise to the liability.
(f)
A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(g)
A payment or advance made by a partner which gives rise to a partnership obligation under subsection (b) or (f) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(h)
Each partner has equal rights in the management and conduct of the partnership’s business.
(i)
A partner may use or possess partnership property only on behalf of the partnership.
(j)
A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(k)
A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the affirmative vote or consent of all the partners.
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 4 - Relations of Partners to Each Other and to Partnership › Section 7-12.1-402. - Becoming partner.

§ 7-12.1-402. Becoming partner.
(a)
Upon formation of a partnership, a person becomes a partner under § 7-12.1-202(a).
(b)
After formation of a partnership, a person becomes a partner:
(1)
As provided in the partnership agreement;
(2)
As a result of a transaction effective under Article 11 of this chapter; or
(3)
With the affirmative vote or consent of all the partners.
(c)
A person may become a partner without:
(1)
Acquiring a transferable interest; or
(2)
Making or being obligated to make a contribution to the partnership.
History of Section.
P.L. 2022, ch. 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 4 - Relations of Partners to Each Other and to Partnership › Section 7-12.1-403. - Form of contribution.

§ 7-12.1-403. Form of contribution.
A contribution may consist of property transferred to, services performed for, or another benefit provided to the partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.
History of Section.
P.L. 2022, ch. 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 4 - Relations of Partners to Each Other and to Partnership › Section 7-12.1-404. - Liability for contribution.

§ 7-12.1-404. Liability for contribution.
(a)
A person’s obligation to make a contribution to a partnership is not excused by the person’s death, disability, termination, or other inability to perform personally.
(b)
If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the partnership to contribute money equal to the value of the part of the contribution which has not been made.
(c)
The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited liability partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
History of Section.
P.L. 2022, ch. 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 4 - Relations of Partners to Each Other and to Partnership › Section 7-12.1-405. - Sharing of and right to distributions before dissolution.

§ 7-12.1-405. Sharing of and right to distributions before dissolution.
(a)
Any distribution made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under § 7-12.1-503 or charging order in effect under § 7-12.1-504.
(b)
Subject to § 7-12.1-701, a person has a right to a distribution before the dissolution and winding up of a partnership only if the partnership decides to make an interim distribution.
(c)
A person does not have a right to demand or receive a distribution from a partnership in any form other than money. Except as otherwise provided in § 7-12.1-806, a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions.
(d)
If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the partnership with respect to the distribution. However, the partnership’s obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as partner on whose account the distribution is made.
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 4 - Relations of Partners to Each Other and to Partnership › Section 7-12.1-407. - Liability for improper distributions by limited liability partnership.

§ 7-12.1-407. Liability for improper distributions by limited liability partnership.
(a)
Except as otherwise provided in subsection (b) of this section, if a partner of a limited liability partnership consents to a distribution made in violation of § 7-12.1-406 and in consenting to the distribution fails to comply with § 7-12.1-409, the partner is personally liable to the partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of § 7-12.1-406.
(b)
To the extent the partnership agreement of a limited liability partnership expressly relieves a partner of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other partners, the liability stated in subsection (a) of this section applies to the other partners and not to the partner that the partnership agreement relieves of the authority and responsibility.
(c)
A person that receives a distribution knowing that the distribution violated § 7-12.1-406 is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 7-12.1-406.
(d)
A person against which an action is commenced because the person is liable under subsection (a) of this section may:
(1)
Implead any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and
(2)
Implead any person that received a distribution in violation of subsection (c) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c) of this section.
(e)
An action under this section is barred unless commenced not later than two (2) years after the distribution.
History of Section.
P.L. 2022, ch. 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 4 - Relations of Partners to Each Other and to Partnership › Section 7-12.1-409. - Standards of conduct for partners.

§ 7-12.1-409. Standards of conduct for partners.
(a)
A partner owes to the partnership and the other partners the duties of loyalty and care stated in subsections (b) and (c) of this section.
(b)
The fiduciary duty of loyalty of a partner includes the duties:
(1)
To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner:
(i)
In the conduct or winding up of the partnership’s business;
(ii)
From a use by the partner of the partnership’s property; or
(iii)
From the appropriation of a partnership opportunity;
(2)
To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a person having an interest adverse to the partnership; and
(3)
To refrain from competing with the partnership in the conduct of the partnership’s business before the dissolution of the partnership.
(c)
The duty of care of a partner in the conduct or winding up of the partnership business is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.
(d)
A partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
(e)
A partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the partner’s conduct furthers the partner’s own interest.
(f)
All the partners may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a partner that otherwise would violate the duty of loyalty.
(g)
It is a defense to a claim under subsection (b)(2) of this section and any comparable claim in equity or at common law that the transaction was fair to the partnership.
(h)
If, as permitted by subsection (f) of this section or the partnership agreement, a partner enters into a transaction with the partnership which otherwise would be prohibited by subsection (b)(2) of this section, the partner’s rights and obligations arising from the transaction are the same as those of a person that is not a partner.
History of Section.
P.L. 2022, ch. 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 4 - Relations of Partners to Each Other and to Partnership › Section 7-12.1-410. - Actions by partnership and partners.

§ 7-12.1-410. Actions by partnership and partners.
(a)
A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b)
A partner may maintain an action against the partnership or another partner, with or without an accounting as to partnership business, to enforce the partner’s rights and protect the partner’s interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(c)
A right to an accounting on dissolution and winding up does not revive a claim barred 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 4 - Relations of Partners to Each Other and to Partnership › Section 7-12.1-411. - Continuation of partnership beyond definite term or particular undertaking.

§ 7-12.1-411. Continuation of partnership beyond definite term or particular undertaking.
(a)
If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b)
If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
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 5 - Transferable Interests and Rights of Transferees and Creditors › Section 7-12.1-501. - Partner not co-owner of partnership property.

§ 7-12.1-501. Partner not co-owner of partnership property.
A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
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 5 - Transferable Interests and Rights of Transferees and Creditors › Section 7-12.1-502. - Nature of transferable interest.

§ 7-12.1-502. Nature of transferable interest.
A transferable interest is personal property.
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 5 - Transferable Interests and Rights of Transferees and Creditors › Section 7-12.1-503. - Transfer of transferable interest.

§ 7-12.1-503. Transfer of transferable interest.
(a)
A transfer, in whole or in part, of a transferable interest:
(1)
Is permissible;
(2)
Does not by itself cause a person’s dissociation as a partner or a dissolution and winding up of the partnership business; and
(3)
Subject to § 7-12.1-505, does not entitle the transferee to:
(i)
Participate in the management or conduct of the partnership’s business; or
(ii)
Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the partnership’s business.
(b)
A transferee has the right to:
(1)
Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; and
(2)
Seek under § 7-12.1-801(5) a judicial determination that it is equitable to wind up the partnership business.
(c)
In a dissolution and winding up of a partnership, a transferee is entitled to an account of the partnership’s transactions only from the date of dissolution.
(d)
A partnership need not give effect to a transferee’s rights under this section until the partnership knows or has notice of the transfer.
(e)
A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
(f)
Except as otherwise provided in § 7-12.1-601(4)(ii), if a partner transfers a transferable interest, the transferor retains the rights of a partner other than the transferable interest transferred and retains all the duties and obligations of a partner.
(g)
If a partner transfers a transferable interest to a person that becomes a partner with respect to the transferred interest, the transferee is liable for the partner’s obligations under §§ 7-12.1-404 and 7-12.1-407 known to the transferee when the transferee becomes a partner.
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 5 - Transferable Interests and Rights of Transferees and Creditors › Section 7-12.1-504. - Charging order.

§ 7-12.1-504. Charging order.
(a)
On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor’s transferable interest and requires the partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(b)
To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may:
(1)
Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(2)
Make all other orders necessary to give effect to the charging order.
(c)
Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to § 7-12.1-503.
(d)
At any time before foreclosure under subsection (c) of this section, the partner or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(e)
At any time before foreclosure under subsection (c) of this section, a partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(f)
This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.
(g)
This section provides the exclusive remedy by which a person seeking in the capacity of a judgment creditor to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor’s transferable interest.
History of Section.
P.L. 2022, ch. 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 5 - Transferable Interests and Rights of Transferees and Creditors › Section 7-12.1-505. - Power of legal representative of deceased partner.

§ 7-12.1-505. Power of legal representative of deceased partner.
If a partner dies, the deceased partner’s legal representative may exercise:
(1)
The rights of a transferee provided in § 7-12.1-503(c); and
(2)
For purposes of settling the estate, the rights the deceased partner had under § 7-12.1-408.
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 6 - Dissociation › Section 7-12.1-602. - Power to dissociate as partner — Wrongful dissociation.

§ 7-12.1-602. Power to dissociate as partner — Wrongful dissociation.
(a)
A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under § 7-12.1-601(1).
(b)
A person’s dissociation as a partner is wrongful only if the dissociation:
(1)
Is in breach of an express provision of the partnership agreement; or
(2)
In the case of a partnership for a definite term or particular undertaking, occurs before the expiration of the term or the completion of the undertaking and:
(i)
The person withdraws as a partner by express will, unless the withdrawal follows not later than ninety (90) days after another person’s dissociation by death or otherwise under § 7-12.1-601(6) through (10) or wrongful dissociation under this subsection;
(ii)
The person is expelled as a partner by judicial order under § 7-12.1-601(5);
(iii)
The person is dissociated under § 7-12.1-601(6); or
(iv)
In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c)
A person that wrongfully dissociates as a partner is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the partner to the partnership or the other partners.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.