reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-206. - Filing requirements.

§ 7-13.1-206. Filing requirements.
(a)
To be filed by the secretary of state pursuant to this chapter, a record must be received by the secretary of state, must comply with this chapter, and satisfy the following:
(1)
The filing of the record must be required or permitted by this chapter.
(2)
The record must be physically delivered in written form unless and to the extent the secretary of state permits electronic delivery of records.
(3)
The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.
(4)
The record must be signed under pains and penalties of perjury by a person authorized or required under this chapter to sign the record.
(5)
The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
(b)
If law other than this chapter prohibits the disclosure by the secretary of state of information contained in a record delivered to the secretary of state for filing, the secretary of state shall file the record if the record otherwise complies with this chapter but may redact the information.
(c)
When a record is delivered to the secretary of state for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law.
(d)
The secretary of state may require that a record delivered in written form be accompanied by an identical or conformed copy.
(e)
The secretary of state may provide forms for filings required or permitted to be made by this chapter, but, except as otherwise provided in subsection (f) of this section and § 7-13.1-212, their use is not required.
(f)
The secretary of state may require that a cover sheet for a filing be on a form prescribed by the secretary of state.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-207. - Effective date and time.

§ 7-13.1-207. Effective date and time.
Except as otherwise provided in § 7-13.1-208 and subject to § 7-13.1-209(d), 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 § 7-13.1-210(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 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. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-208. - Withdrawal of filed record before effectiveness.

§ 7-13.1-208. Withdrawal of filed record before effectiveness.
(a)
Except as otherwise provided in §§ 7-13.1-1124, 7-13.1-1134, 7-13.1-1144, and 7-13.1-1154, a record delivered to the secretary of state for filing 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. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-209. - Correcting filed record.

§ 7-13.1-209. Correcting filed record.
(a)
A person on whose behalf a filed record was delivered to the secretary of state for filing 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 § 7-13.1-103(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. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-210. - Duty of secretary of state to file — Review of refusal to file — Delivery of record by secretary of state.

§ 7-13.1-210. 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 delivered to the secretary of state for filing 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.
(c)
If the secretary of state refuses to file a record, the secretary of state shall, not later than fifteen (15) 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 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 § 7-13.1-121 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. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-211. - Certificate of good standing or registration.

§ 7-13.1-211. Certificate of good standing or registration.
On request of any person, the secretary of state shall issue a certificate of good standing for a limited partnership or a certificate of registration for a registered foreign limited partnership. The format of the certificate will be prescribed by the secretary of state.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-212. - Annual report for secretary of state.

§ 7-13.1-212. Annual report for secretary of state.
(a)
A limited partnership or registered foreign limited partnership shall deliver to the secretary of state for filing an annual report that states:
(1)
The name of the partnership or foreign partnership;
(2)
The addresses of its principal office;
(3)
The name and address of each general partner;
(4)
In the case of a foreign partnership, its jurisdiction of formation and any alternate name adopted under § 7-13.1-1006(a);
(5)
A brief statement of the character of the business in which the limited partnership is actually engaged in this state; and
(6)
Any additional information that is required by the secretary of state.
(b)
The annual report must be made on forms prescribed and furnished by the secretary of state, and the information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership.
(c)
The first annual report must be delivered to the secretary of state for filing after February 1 and before May 1 of the year following the calendar year in which the limited partnership’s certificate of limited partnership became effective or the registered foreign limited partnership registered to do business in this state. Subsequent annual reports must be delivered to the secretary of state for filing after February 1 and before May 1 of each calendar year thereafter. Proof to the satisfaction of the secretary of state that prior to May 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be a compliance with this requirement.
(d)
If the secretary of state finds that the annual report conforms to the requirements of this chapter, the secretary of state shall file the report. If an annual report does not contain the information required by this section, the secretary of state promptly shall notify the reporting limited partnership or registered foreign limited partnership in a record and return the report for correction, in which event the penalties subsequently prescribed for failure to file the report within the time previously provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the limited partnership by the secretary of state.
(e)
Each limited partnership, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) per year.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-213. - Filing of returns with the tax administrator — Annual charge.

§ 7-13.1-213. Filing of returns with the tax administrator — Annual charge.
(a)
A limited partnership certified under this chapter shall file a return, in the form and containing the information as prescribed by the tax administrator, as follows:
(1)
If the fiscal year of the limited partnership is the calendar year, on or before the fifteenth day of April in the year following the close of the fiscal year; and
(2)
If the fiscal year of the limited partnership is not a calendar year, on or before the fifteenth day of the fourth month following the close of the fiscal year.
(b)
For tax years beginning after December 31, 2015, a limited partnership certified under this chapter shall file a return, in the form and containing the information as prescribed by the tax administrator, and shall be filed on or before the date a federal tax return is due to be filed, without regard to extension.
(c)
An annual charge, equal to the minimum tax imposed upon a corporation under § 44-11-2(e), shall be due on the filing of the limited partnership’s return filed with the tax administrator and shall be paid to the division of taxation.
(d)
The annual charge is delinquent if not paid by the due date for the filing of the return and an addition of one hundred dollars ($100) to the charge is then due.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-214. - Confirmation of state fees and taxes.

§ 7-13.1-214. Confirmation of state fees and taxes.
(a)
Notwithstanding any other provisions of state law to the contrary, when any section of this chapter refers to state fees and/or taxes paid, the division of taxation is authorized to respond and share tax information with the secretary of state’s office in response to a request from that office regarding an entity’s tax status as compliant or noncompliant.
(b)
If the secretary of state’s office receives notice from the division of taxation that the limited liability company has failed to pay any fees or taxes due this state, the secretary of state shall begin revocation proceedings in accordance with the provisions of § 7-13.1-811.
(c)
The notice of revocation may state as the basis for revocation that the taxpayer failed to pay state fees and/or taxes to the division of taxation. However, the secretary of state’s office must otherwise protect all state and federal tax information in its custody as required by § 7-13.1-215 and refrain from disclosing any other specific tax information.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 2 - Formation — Certificate of Limited Partnership and Other Filings › Section 7-13.1-215. - Revocation of certificate of limited partnership or certificate of registration for nonpayment of fee.

§ 7-13.1-215. Revocation of certificate of limited partnership or certificate of registration for nonpayment of fee.
(a)
The tax administrator may, after July 15 of each year, compile a list of all limited partnerships that have failed to pay any state fees and/or taxes for one year after the fees and/or taxes became due and payable, and the failure is not the subject of a pending appeal. The tax administrator shall certify to the correctness of the list. Upon receipt of the certified list, the secretary of state may initiate revocation proceedings as defined in § 7-13.1-811.
(b)
With respect to any information provided by the division of taxation to the secretary of state’s office pursuant to this chapter, the secretary of state, together with the employees or agents thereof, shall be subject to all state and federal tax confidentiality laws applying to the division of taxation and the officers, agents, and employees thereof, and which restrict the acquisition, use, storage, dissemination, or publication of confidential taxpayer data.
(c)
Notwithstanding the foregoing, the notice of revocation may state as the basis for revocation that the taxpayer has failed to pay state fees and/or taxes to the division of taxation. However, the secretary of state’s office must otherwise protect all state and federal tax information in its custody as required by subsection (b) of this section and refrain from disclosing any other specific tax information.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 3 - Limited Partners › Section 7-13.1-301. - Becoming limited partner.

§ 7-13.1-301. Becoming limited partner.
(a)
Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.
(b)
After formation, a person becomes a limited partner:
(1)
As provided in the partnership agreement;
(2)
As the result of a transaction effective under part 11 of this chapter;
(3)
With the affirmative vote or consent of all the partners; or
(4)
As provided in § 7-13.1-801(a)(4) or (a)(5).
(c)
A person may become a limited partner without:
(1)
Acquiring a transferable interest; or
(2)
Making or being obligated to make a contribution to the limited partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 3 - Limited Partners › Section 7-13.1-302. - No agency power of limited partner as limited partner.

§ 7-13.1-302. No agency power of limited partner as limited partner.
(a)
A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.
(b)
A person’s status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person’s conduct.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 3 - Limited Partners › Section 7-13.1-303. - No liability as limited partner for limited partnership obligations.

§ 7-13.1-303. No liability as limited partner for limited partnership obligations.
(a)
A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection applies regardless of the dissolution of the partnership.
(b)
The failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 3 - Limited Partners › Section 7-13.1-305. - Limited duties of limited partners.

§ 7-13.1-305. Limited duties of limited partners.
(a)
A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.
(b)
Except as otherwise provided in subsection (a) of this section, a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.
(c)
If a limited partner enters into a transaction with a limited partnership, the limited 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. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 3 - Limited Partners › Section 7-13.1-306. - Person erroneously believing self to be limited partner.

§ 7-13.1-306. Person erroneously believing self to be limited partner.
(a)
Except as otherwise provided in subsection (b) of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1)
Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or
(2)
Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of negation under this section.
(b)
A person that makes an investment described in subsection (a) of this section is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(c)
If a person makes a diligent effort in good faith to comply with subsection (a)(1) of this section and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) of this section even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 4 - General Partners › Section 7-13.1-401. - Becoming general partner.

§ 7-13.1-401. Becoming general partner.
(a)
Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.
(b)
After formation of a limited partnership, a person becomes a general partner:
(1)
As provided in the partnership agreement;
(2)
As the result of a transaction effective under part 11 of this chapter;
(3)
With the affirmative vote or consent of all the partners; or
(4)
As provided in § 7-13.1-801(a)(3)(ii).
(c)
A person may become a general 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. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 4 - General Partners › Section 7-13.1-402. - General partner agent of limited partnership.

§ 7-13.1-402. General partner agent of limited partnership.
(a)
Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the partnership’s activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.
(b)
An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities and affairs or activities and affairs 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. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 4 - General Partners › Section 7-13.1-403. - Limited partnership liable for general partner’s actionable conduct.

§ 7-13.1-403. Limited partnership liable for general partner’s actionable conduct.
(a)
A limited 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 general partner acting in the ordinary course of activities and affairs of the partnership or with the actual or apparent authority of the partnership.
(b)
If, in the course of a limited partnership’s activities and affairs or while acting with actual or apparent authority of the partnership, a general 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 general partner, the partnership is liable for the loss.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 4 - General Partners › Section 7-13.1-404. - General partner’s liability.

§ 7-13.1-404. General partner’s liability.
(a)
Except as otherwise provided in subsections (b) and (c) of this section, all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b)
A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner.
(c)
A debt, obligation, or other liability of a limited partnership incurred while the partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general 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 limited partnership solely by reason of being or acting as a general 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 limited partnership under § 7-13.1-406(b)(2); and
(2)
Regardless of the dissolution of the partnership.
(d)
The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership.
(e)
An amendment of a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 4 - General Partners › Section 7-13.1-405. - Actions by and against partnership and partners.

§ 7-13.1-405. Actions by and against partnership and partners.
(a)
To the extent not inconsistent with § 7-13.1-404, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b)
A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a partnership may not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.
(c)
A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under § 7-13.1-404 and:
(1)
A judgment based on the same claim has been obtained against the limited 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 general 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 general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of 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 general partner by law or contract independent of the existence of the partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 4 - General Partners › Section 7-13.1-406. - Management rights of general partner.

§ 7-13.1-406. Management rights of general partner.
(a)
Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners.
(b)
The affirmative vote or consent of all the partners is required to:
(1)
Amend the partnership agreement;
(2)
Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and
(3)
Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities and affairs.
(c)
A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.
(d)
A payment or advance made by a general partner which gives rise to a limited partnership obligation under subsection (c) of this section or § 7-13.1-408(a) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(e)
A general partner is not entitled to remuneration for services performed for the limited partnership.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 4 - General Partners › Section 7-13.1-408. - Reimbursement — Indemnification — Advancement — Insurance.

§ 7-13.1-408. Reimbursement — Indemnification — Advancement — Insurance.
(a)
A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner’s activities on behalf of the partnership, if the general partner complied with §§ 7-13.1-406, 7-13.1-409, and 7-13.1-504 in making the payment.
(b)
A limited 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 general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of § 7-13.1-406, 7-13.1-409, or 7-13.1-504.
(c)
In the ordinary course of its activities and affairs, a limited 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 general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b) of this section.
(d)
A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under § 7-13.1-105(c)(8), the partnership agreement could not eliminate or limit the person’s liability to the partnership for the conduct giving rise to the liability.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 4 - General Partners › Section 7-13.1-409. - Standards of conduct for general partners.

§ 7-13.1-409. Standards of conduct for general partners.
(a)
A general partner owes to the limited partnership and, subject to § 7-13.1-901, 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 general partner includes the duties:
(1)
To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner:
(i)
In the conduct or winding up of the partnership’s activities and affairs;
(ii)
From a use by the general 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’s activities and affairs 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 or winding up of the partnership’s activities and affairs.
(c)
The duty of care of a general partner in the conduct or winding up of the limited partnership’s activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law.
(d)
A general 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 general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner’s conduct furthers the general partner’s own interest.
(f)
All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general 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 limited partnership.
(h)
If, as permitted by subsection (f) of this section or the partnership agreement, a general partner enters into a transaction with the limited partnership which otherwise would be prohibited by subsection (b)(2) of this section, the general partner’s rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 5 - Contributions and Distributions › Section 7-13.1-501. - Form of contribution.

§ 7-13.1-501. Form of contribution.
A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited 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. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 5 - Contributions and Distributions › Section 7-13.1-502. - Liability for contribution.

§ 7-13.1-502. Liability for contribution.
(a)
A person’s obligation to make a contribution to a limited 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 limited partnership to contribute money equal to the value, as stated in the required information, 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 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. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 5 - Contributions and Distributions › Section 7-13.1-503. - Sharing of and right to distributions before dissolution.

§ 7-13.1-503. Sharing of and right to distributions before dissolution.
(a)
Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under § 7-13.1-702 or charging order in effect under § 7-13.1-703.
(b)
A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution.
(c)
A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in § 7-13.1-810(f), 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 limited 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 a partner on whose account the distribution is made.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 5 - Contributions and Distributions › Section 7-13.1-505. - Liability for improper distributions.

§ 7-13.1-505. Liability for improper distributions.
(a)
If a general partner consents to a distribution made in violation of § 7-13.1-504 and in consenting to the distribution fails to comply with § 7-13.1-409, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of § 7-13.1-504.
(b)
A person that receives a distribution knowing that the distribution violated § 7-13.1-504 is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 7-13.1-504.
(c)
A general partner against which an action is commenced because the general partner 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 (b) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b) of this section.
(d)
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. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 6 - Dissociation › Section 7-13.1-602. - Effect of dissociation as limited partner.

§ 7-13.1-602. Effect of dissociation as limited partner.
(a)
If a person is dissociated as a limited partner:
(1)
Subject to § 7-13.1-704, the person does not have further rights as a limited partner;
(2)
The person’s contractual obligation of good faith and fair dealing as a limited partner under § 7-13.1-305(a) ends with regard to matters arising and events occurring after the person’s dissociation; and
(3)
Subject to § 7-13.1-704 and part 11 of this chapter, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.
(b)
A person’s dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 6 - Dissociation › Section 7-13.1-604. - Power to dissociate as general partner — Wrongful dissociation.

§ 7-13.1-604. Power to dissociate as general partner — Wrongful dissociation.
(a)
A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under § 7-13.1-603(1).
(b)
A person’s dissociation as a general partner is wrongful only if the dissociation:
(1)
Is in breach of an express provision of the partnership agreement; or
(2)
Occurs before the completion of the winding up of the limited partnership, and:
(i)
The person withdraws as a general partner by express will;
(ii)
The person is expelled as a general partner by judicial order under § 7-13.1-603(5);
(iii)
The person is dissociated as a general partner under § 7-13.1-603(7); 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 as a general partner because it willfully dissolved or terminated.
(c)
A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to § 7-13.1-901, to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.