reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 6 - Dissociation › Section 7-12.1-603. - Effect of dissociation.

§ 7-12.1-603. Effect of dissociation.
(a)
If a person’s dissociation results in a dissolution and winding up of the partnership business, Article 8 of this chapter applies; otherwise, Article 7 of this chapter applies.
(b)
If a person is dissociated as a partner:
(1)
The person’s right to participate in the management and conduct of the partnership’s business terminates, except as otherwise provided in § 7-12.1-802(c); and
(2)
The person’s duties and obligations under § 7-12.1-409 end with regard to matters arising and events occurring after the person’s dissociation, except to the extent the partner participates in winding up the partnership’s business pursuant to § 7-12.1-802.
(c)
A person’s dissociation does not of itself discharge the person from any debt, obligation, or other liability to the partnership or the other partners which the person incurred while 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 7 - Person’s Dissociation As a Partner When Business Not Wound Up › Section 7-12.1-702. - Power to bind and liability of person dissociated as partner.

§ 7-12.1-702. Power to bind and liability of person dissociated as partner.
(a)
After a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business and before the partnership is merged out of existence, converted, or domesticated under Article 11, or dissolved, the partnership is bound by an act of the person only if:
(1)
The act would have bound the partnership under § 7-12.1-301 before dissociation; and
(2)
At the time the other party enters into the transaction:
(i)
Less than two (2) years has passed since the dissociation; and
(ii)
The other party does not know or have notice of the dissociation and reasonably believes that the person is a partner.
(b)
If a partnership is bound under subsection (a) of this section, the person dissociated as a partner which caused the partnership to be bound is liable:
(1)
To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a) of this section; and
(2)
If a partner or another person dissociated as a partner is liable for the obligation, to the partner or other person for any damage caused to the partner or other person arising from the liability.
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 7 - Person’s Dissociation As a Partner When Business Not Wound Up › Section 7-12.1-703. - Liability of person dissociated as partner to other persons.

§ 7-12.1-703. Liability of person dissociated as partner to other persons.
(a)
Except as otherwise provided in subsection (b) of this section, a person dissociated as a partner is not liable for a partnership obligation incurred after dissociation.
(b)
A person that is dissociated as a partner is liable on a transaction entered into by the partnership after the dissociation only if:
(1)
A partner would be liable on the transaction; and
(2)
At the time the other party enters into the transaction:
(i)
Less than two (2) years has passed since the dissociation; and
(ii)
The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a partner.
(c)
By agreement with a creditor of a partnership and the partnership, a person dissociated as a partner may be released from liability for a debt, obligation, or other liability of the partnership.
(d)
A person dissociated as a partner is released from liability for a debt, obligation, or other liability of the partnership if the partnership’s creditor, with knowledge or notice of the person’s dissociation but without the person’s consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other liability.
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 7 - Person’s Dissociation As a Partner When Business Not Wound Up › Section 7-12.1-704. - Statement of dissociation.

§ 7-12.1-704. Statement of dissociation.
(a)
A person dissociated as a partner or the partnership may deliver to the secretary of state for filing a statement of dissociation stating the name of the partnership and that the person has dissociated from the partnership.
(b)
A statement of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of § 7-12.1-303.
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 7 - Person’s Dissociation As a Partner When Business Not Wound Up › Section 7-12.1-705. - Continued use of partnership name.

§ 7-12.1-705. Continued use of partnership name.
Continued use of a partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business.
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 8 - Dissolution and Winding Up › Section 7-12.1-801. - Events causing dissolution.

§ 7-12.1-801. Events causing dissolution.
A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following:
(1)
In a partnership at will, the partnership knows or has notice of a person’s express will to withdraw as a partner, other than a partner that has dissociated under § 7-12.1-601(2) through (10), but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date;
(2)
In a partnership for a definite term or particular undertaking:
(i)
Within ninety (90) days after a person’s dissociation by death or otherwise under § 7-12.1-601(6) through (10) or wrongful dissociation under § 7-12.1-602(b), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person’s rightful dissociation pursuant to § 7-12.1-602(b)(2)(i) constitutes that partner’s consent to wind up the partnership business;
(ii)
The affirmative vote or consent of all the partners to wind up the partnership business; or
(iii)
The expiration of the term or the completion of the undertaking;
(3)
An event or circumstance that the partnership agreement states causes dissolution;
(4)
On application by a partner, the entry by the superior court of an order dissolving the partnership on the grounds that:
(i)
The conduct of all or substantially all the partnership’s business is unlawful;
(ii)
The economic purpose of the partnership is likely to be unreasonably frustrated;
(iii)
Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
(iv)
It is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement;
(5)
On application by a transferee, the entry by the superior court of an order dissolving the partnership on the ground that it is equitable to wind up the partnership business:
(i)
After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(ii)
At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(6)
The passage of ninety (90) consecutive days during which the partnership does not have at least two (2) 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 8 - Dissolution and Winding Up › Section 7-12.1-802. - Winding up.

§ 7-12.1-802. Winding up.
(a)
A dissolved partnership shall wind up its business and, except as otherwise provided in § 7-12.1-803, the partnership continues after dissolution only for the purpose of winding up.
(b)
In winding up its business, the partnership:
(1)
Shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s business, and marshal and distribute the assets of the partnership; and
(2)
May:
(i)
Deliver to the secretary of state for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved;
(ii)
Preserve the partnership business and property as a going concern for a reasonable time;
(iii)
Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(iv)
Transfer the partnership’s property;
(v)
Settle disputes by mediation or arbitration;
(vi)
Deliver to the secretary of state for filing a statement of termination stating the name of the partnership and that the partnership is terminated; and
(vii)
Perform other acts necessary or appropriate to the winding up.
(c)
A person whose dissociation as a partner resulted in dissolution may participate in winding up as if still a partner, unless the dissociation was wrongful.
(d)
If a dissolved partnership does not have a partner and no person has the right to participate in winding up under subsection (c) of this section, the personal or legal representative of the last person to have been a partner may wind up the partnership’s business. If the representative does not exercise that right, a person to wind up the partnership’s business may be appointed by the affirmative vote or consent of transferees owning a majority of the rights to receive distributions at the time the consent is to be effective. A person appointed under this subsection has the powers of a partner under § 7-12.1-804 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the partnership’s business.
(e)
On the application of any partner or person entitled under subsection (c) of this section to participate in winding up, the superior court may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership’s business, if:
(1)
The partnership does not have a partner and within a reasonable time following the dissolution no person has been appointed under subsection (d) of this section; or
(2)
The applicant establishes other good cause.
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 8 - Dissolution and Winding Up › Section 7-12.1-803. - Rescinding dissolution.

§ 7-12.1-803. Rescinding dissolution.
(a)
A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective or the superior court has entered an order under § 7-12.1-801(4) or (5) dissolving the partnership.
(b)
Rescinding dissolution under this section requires:
(1)
The affirmative vote or consent of each partner; and
(2)
If the partnership has filed with the secretary of state a statement of dissolution and:
(i)
The statement has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under § 7-12.1-115 applicable to the statement of dissolution; or
(ii)
The statement of dissolution has become effective, delivery to the secretary of state for filing of a statement of rescission stating the name of the partnership and that dissolution has been rescinded under this section.
(c)
If a partnership rescinds its dissolution:
(1)
The partnership resumes carrying on its business as if dissolution had never occurred;
(2)
Subject to subsection (c)(3) of this section, any liability incurred by the partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and
(3)
The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
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 8 - Dissolution and Winding Up › Section 7-12.1-804. - Power to bind partnership after dissolution.

§ 7-12.1-804. Power to bind partnership after dissolution.
(a)
A partnership is bound by a partner’s act after dissolution which:
(1)
Is appropriate for winding up the partnership business; or
(2)
Would have bound the partnership under § 7-12.1-301 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(b)
A person dissociated as a partner binds a partnership through an act occurring after dissolution if:
(1)
At the time the other party enters into the transaction:
(i)
Less than two (2) years has passed since the dissociation; and
(ii)
The other party does not know or have notice of the dissociation and reasonably believes that the person is a partner; and
(2)
The act:
(i)
Is appropriate for winding up the partnership’s business; or
(ii)
Would have bound the partnership under § 7-12.1-301 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
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 8 - Dissolution and Winding Up › Section 7-12.1-805. - Liability after dissolution of partner and person dissociated as partner.

§ 7-12.1-805. Liability after dissolution of partner and person dissociated as partner.
(a)
If a partner having knowledge of the dissolution causes a partnership to incur an obligation under § 7-12.1-804(a) by an act that is not appropriate for winding up the partnership business, the partner is liable:
(1)
To the partnership for any damage caused to the partnership arising from the obligation; and
(2)
If another partner or person dissociated as a partner is liable for the obligation, to that other partner or person for any damage caused to that other partner or person arising from the liability.
(b)
Except as otherwise provided in subsection (c) of this section, if a person dissociated as a partner causes a partnership to incur an obligation under § 7-12.1-804(b), the person is liable:
(1)
To the partnership for any damage caused to the partnership arising from the obligation; and
(2)
If a partner or another person dissociated as a partner is liable for the obligation, to the partner or other person for any damage caused to the partner or other person arising from the obligation.
(c)
A person dissociated as a partner is not liable under subsection (b) of this section if:
(1)
Section 7-12.1-802(c) permits the person to participate in winding up; and
(2)
The act that causes the partnership to be bound under § 7-12.1-804(b) is appropriate for winding up the partnership’s business.
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 8 - Dissolution and Winding Up › Section 7-12.1-807. - Known claims against dissolved limited liability partnership.

§ 7-12.1-807. Known claims against dissolved limited liability partnership.
(a)
Except as otherwise provided in subsection (d) of this section, a dissolved limited liability partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section.
(b)
A dissolved limited liability partnership may in a record notify its known claimants of the dissolution. The notice must:
(1)
Specify the information required to be included in a claim;
(2)
State that a claim must be in writing and provide a mailing address to which the claim is to be sent;
(3)
State the deadline for receipt of a claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant;
(4)
State that the claim will be barred if not received by the deadline; and
(5)
Unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on § 7-12.1-306.
(c)
A claim against a dissolved limited liability partnership is barred if the requirements of subsection (b) of this section are met and:
(1)
The claim is not received by the specified deadline; or
(2)
If the claim is timely received but rejected by the limited liability partnership:
(i)
The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than ninety (90) days after the claimant receives the notice; and
(ii)
The claimant does not commence the required action not later than ninety (90) days after the claimant receives the notice.
(d)
This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.
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 8 - Dissolution and Winding Up › Section 7-12.1-808. - Other claims against dissolved limited liability partnership.

§ 7-12.1-808. Other claims against dissolved limited liability partnership.
(a)
A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.
(b)
A notice under subsection (a) of this section must:
(1)
Be published at least once in a newspaper of general circulation;
(2)
Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;
(3)
State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice; and
(4)
Unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on § 7-12.1-306.
(c)
If a dissolved limited liability partnership publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than three (3) years after the publication date of the notice:
(1)
A claimant that did not receive notice in a record under § 7-12.1-807;
(2)
A claimant whose claim was timely sent to the partnership but not acted on; and
(3)
A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
(d)
A claim not barred under this section or § 7-12.1-807 may be enforced:
(1)
Against a dissolved limited liability partnership, to the extent of its undistributed assets;
(2)
Except as otherwise provided in § 7-12.1-809, if assets of the partnership have been distributed after dissolution, against a partner or transferee to the extent of that person’s proportionate share of the claim or of the partnership’s assets distributed to the partner or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution; and
(3)
Against any person liable on the claim under §§ 7-12.1-306, 7-12.1-703, and 7-12.1-805.
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 8 - Dissolution and Winding Up › Section 7-12.1-809. - Court proceedings.

§ 7-12.1-809. Court proceedings.
(a)
A dissolved limited liability partnership that has published a notice under § 7-12.1-808 may file an application with the Providence County superior court for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the partnership and:
(1)
At the time of the application:
(i)
Are contingent; or
(ii)
Have not been made known to the partnership; or
(2)
Are based on an event occurring after the date of dissolution.
(b)
Security is not required for any claim that is or is reasonably anticipated to be barred under § 7-12.1-807.
(c)
Not later than ten (10) days after the filing of an application under subsection (a) of this section, the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.
(d)
In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability partnership.
(e)
A dissolved limited liability partnership that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the partnership’s obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation.
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 8 - Dissolution and Winding Up › Section 7-12.1-810. - Liability of partner and person dissociated as partner when claim against partnership barred.

§ 7-12.1-810. Liability of partner and person dissociated as partner when claim against partnership barred.
If a claim against a dissolved partnership is barred under § 7-12.1-807, 7-12.1-808, or 7-12.1-809, any corresponding claim under § 7-12.1-306, 7-12.1-703, or 7-12.1-805 is also barred.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-901. - Statement of qualification.

§ 7-12.1-901. Statement of qualification.
(a)
A partnership may become a limited liability partnership pursuant to this section.
(b)
The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the affirmative vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the affirmative vote or consent necessary to amend those provisions.
(c)
After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by delivering to the secretary of state for filing a statement of qualification. The statement must contain:
(1)
The name of the partnership which must comply with § 7-12.1-902;
(2)
The street and mailing addresses of the partnership’s principal office and, if different, the street address of an office in this state, if any;
(3)
The name and street and mailing addresses in this state of the partnership’s registered agent; and
(4)
A statement that the partnership elects to become a limited liability partnership.
(d)
A partnership’s status as a limited liability partnership remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection (f) of this section or administratively revoked pursuant to § 7-12.1-903.
(e)
The status of a partnership as a limited liability partnership and the protection against liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.
(f)
A limited liability partnership may amend or cancel its statement of qualification by delivering to the secretary of state for filing a statement of amendment or cancellation. The statement must be approved by the affirmative vote or consent of all the partners and state the name of the limited liability partnership and in the case of:
(1)
An amendment, state the text of the amendment; and
(2)
A cancellation, state that the statement of qualification is canceled.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-902. - Permitted names.

§ 7-12.1-902. Permitted names.
(a)
The name of a partnership that is not a limited liability partnership may not contain the phrase “Registered Limited Liability Partnership” or “Limited Liability Partnership” or the abbreviation “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”.
(b)
The name of a limited liability partnership must contain the phrase “Registered Limited Liability Partnership” or “Limited Liability Partnership” or the abbreviation “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”.
(c)
The name of a limited liability partnership, and the name under which a foreign limited liability partnership may register to do business in this state, must be distinguishable on the records of the secretary of state from any:
(1)
Name of an existing person whose formation or qualifications required the filing of a record by the secretary of state or any name that is filed, reserved, or registered under this title or as permitted by the laws of this state, subject to the following:
(i)
This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and
(ii)
The name may be the same as the name of 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.
(iii)
Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.
(iv)
The secretary of state shall promulgate rules and regulations defining the term “distinguishable upon the record” for the administration of this chapter.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-903.1. - Issuance of certificates of revocation.

§ 7-12.1-903.1. Issuance of certificates of revocation.
(a)
Upon revoking any such certificate of a limited liability partnership, the secretary of state shall:
(1)
Issue a certificate of revocation in duplicate;
(2)
File one of the certificates in the secretary of state’s office;
(3)
Send to the limited liability partnership by regular mail a certificate of revocation, addressed to the registered agent of the limited liability partnership in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the address of the registered agent of the limited liability partnership in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i)
To the limited liability partnership at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii)
In the case of a limited liability partnership that has not yet filed an annual report, then to the limited liability partnership at the principal office in the statement of qualification of limited liability partnership or to the authorized person listed on the articles of organization, and no further notice shall be required.
(b)
An administrative revocation under this section affects only the partnership’s status as a limited liability partnership and is not an event causing dissolution of the partnership.
(c)
The revocation of a limited liability partnership does not terminate the authority of its registered agent.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 2, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-904. - Reinstatement.

§ 7-12.1-904. Reinstatement.
(a)
A partnership whose statement of qualification has been revoked administratively under § 7-12.1-903 may apply to the secretary of state for reinstatement of the statement of qualification not later than two (2) years after the effective date of the revocation. The application must be accompanied by a certificate of good standing from the Rhode Island division of taxation and state:
(1)
The name of the partnership at the time of the administrative revocation of its statement of qualification and, if needed, a different name that satisfies § 7-12.1-902;
(2)
The address of the principal office of the partnership and the name and street and mailing addresses of its registered agent;
(3)
The effective date of administrative revocation of the partnership’s statement of qualification;
(4)
On the payment by the limited liability partnership of a penalty in the amount of fifty dollars ($50.00) for each year or part of year that has elapsed since the issuance of the certificate of revocation; and
(5)
That the grounds for revocation did not exist or have been cured.
(b)
To have its statement of qualification reinstated, a partnership must pay all fees, taxes, interest, and penalties that were due to the secretary of state or tax administrator at the time of the administrative revocation and all fees, taxes, interest, and penalties that would have been due to the secretary of state or tax administrator while the partnership’s statement of qualification was revoked administratively.
(c)
If the secretary of state determines that an application under subsection (a) of this section contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state or tax administrator by subsection (b) of this section have been made, the secretary of state shall:
(1)
Cancel the statement of revocation and prepare a statement of reinstatement that states the secretary of state’s determination and the effective date of reinstatement; and
(2)
File the statement of reinstatement and serve a copy on the partnership.
(d)
When reinstatement under this section has become effective, the following rules apply:
(1)
The reinstatement relates back to and takes effect as of the effective date of the administrative revocation.
(2)
The partnership’s status as a limited liability partnership continues as if the revocation had not occurred.
(3)
The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are not affected.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 2, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-905. - Judicial review of denial of reinstatement.

§ 7-12.1-905. Judicial review of denial of reinstatement.
(a)
If the secretary of state denies a partnership’s application for reinstatement following administrative revocation of the partnership’s statement of qualification, the secretary of state shall serve the partnership with a notice in a record that explains the reasons for the denial.
(b)
A partnership may seek judicial review of denial of reinstatement in the Providence County superior court not later than thirty (30) days after service of the notice of denial.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-906. - Reservation of name.

§ 7-12.1-906. Reservation of name.
(a)
A person may reserve the exclusive use of a name that complies with § 7-12.1-902 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-907. - Registration of name.

§ 7-12.1-907. Registration of name.
(a)
A foreign limited liability partnership not registered to do business in this state under Article 10 of this chapter may register its name, or an alternate name adopted pursuant to § 7-12.1-902, if the name is distinguishable on the records of the secretary of state from the names that are not available under § 7-12.1-902.
(b)
To register its name or an alternate name adopted pursuant to § 7-12.1-902, a foreign limited liability 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 § 7-12.1-902. 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 liability 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 liability partnership whose name registration is effective may register as a foreign limited liability 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-908. - Registered agent.

§ 7-12.1-908. Registered agent.
(a)
Each limited liability partnership and each registered foreign limited liability partnership shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the partnership or foreign partnership that the agent has consented to serve.
(b)
A registered agent for a limited liability partnership or registered foreign limited liability 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 liability partnership or registered foreign limited liability 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 § 7-12.1-907(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 statement of qualification or foreign registration statement.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-909. - Change of registered agent or address for registered agent by limited liability partnership.

§ 7-12.1-909. Change of registered agent or address for registered agent by limited liability partnership.
(a)
A limited liability partnership or registered foreign limited liability 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 partners of a limited liability 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 liability partnership or registered foreign limited liability partnership that the agent has consented to serve.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-910. - Resignation of registered agent.

§ 7-12.1-910. Resignation of registered agent.
(a)
A registered agent may resign as an agent for a limited liability partnership or registered foreign limited liability 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 agent 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 liability partnership or registered foreign limited liability partnership.
(c)
A registered agent promptly shall furnish to the limited liability partnership or registered foreign limited liability 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 liability partnership or registered foreign limited liability 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 liability partnership or registered foreign limited liability partnership whether or not the partnership or foreign partnership is in good standing.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-911. - Change of name or address by registered agent.

§ 7-12.1-911. 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 liability partnership or registered foreign limited liability 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 liability partnership or registered foreign limited liability 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-12.1 - Uniform Partnership Act › Article 9 - Limited Liability Partnership › Section 7-12.1-912. - Service of process, notice, or demand.

§ 7-12.1-912. Service of process, notice, or demand.
(a)
A limited liability partnership or registered foreign limited liability partnership may be served with any process, notice, or demand required or permitted by law by serving its registered agent.
(b)
If a limited liability partnership or registered foreign limited liability 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 liability 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 his or her 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 liability 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 subsection, 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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 2, effective December 31, 2023.