reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 6 - Dissociation › Section 7-13.1-605. - Effect of dissociation as general partner.

§ 7-13.1-605. Effect of dissociation as general partner.
(a)
If a person is dissociated as a general partner:
(1)
The person’s right to participate as a general partner in the management and conduct of the limited partnership’s activities and affairs terminates;
(2)
The person’s duties and obligations as a general partner under § 7-13.1-409 end with regard to matters arising and events occurring after the person’s dissociation;
(3)
The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and
(4)
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 general partner immediately before dissociation is owned by the person solely as a transferee.
(b)
A person’s dissociation as a general 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 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 6 - Dissociation › Section 7-13.1-606. - Power to bind and liability of person dissociated as general partner.

§ 7-13.1-606. Power to bind and liability of person dissociated as general partner.
(a)
After a person is dissociated as a general partner and before the limited partnership is merged out of existence, converted, or domesticated under part 11 of this chapter, or dissolved, the partnership is bound by an act of the person only if:
(1)
The act would have bound the partnership under § 7-13.1-402 before the 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 general partner.
(b)
If a limited partnership is bound under subsection (a) of this section, the person dissociated as a general 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 general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from 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 6 - Dissociation › Section 7-13.1-607. - Liability of person dissociated as general partner to other persons.

§ 7-13.1-607. Liability of person dissociated as general partner to other persons.
(a)
A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section, the person is not liable for a partnership obligation incurred after dissociation.
(b)
A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership’s activities and affairs is liable on an obligation incurred by the partnership under § 7-13.1-805 to the same extent as a general partner under § 7-13.1-404.
(c)
A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership’s activities and affairs is liable on a transaction entered into by the partnership after the dissociation only if:
(1)
A general 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 general partner.
(d)
By agreement with a creditor of a limited partnership and the partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership.
(e)
A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership’s creditor, with knowledge or notice of the person’s dissociation as a general partner 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. 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 7 - Transferable Interests and Rights of Transferees and Creditors › Section 7-13.1-701. - Nature of transferable interest.

§ 7-13.1-701. Nature of transferable interest.
A transferable interest is personal property.
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 7 - Transferable Interests and Rights of Transferees and Creditors › Section 7-13.1-702. - Transfer of transferable interest.

§ 7-13.1-702. Transfer of transferable interest.
(a)
A transfer, in whole or in part, of a transferable interest:
(1)
Is permissible;
(2)
Does not by itself cause a person’s dissociation as a partner or a dissolution and winding up of the limited partnership’s activities and affairs; and
(3)
Subject to § 7-13.1-704, does not entitle the transferee to:
(i)
Participate in the management or conduct of the partnership’s activities and affairs; or
(ii)
Except as otherwise provided in subsection (c) of this section, have access to required information, records, or other information concerning the partnership’s activities and affairs.
(b)
A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c)
In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the partnership’s transactions only from the date of dissolution.
(d)
A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e)
A limited partnership need not give effect to a transferee’s rights under this section until the partnership knows or has notice of the transfer.
(f)
A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
(g)
Except as otherwise provided in §§ 7-13.1-601(b)(4)(ii) and 7-13.1-603(4)(ii), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.
(h)
If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor’s obligations under §§ 7-13.1-502 and 7-13.1-505 known to the transferee when the transferee becomes 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 7 - Transferable Interests and Rights of Transferees and Creditors › Section 7-13.1-703. - Charging order.

§ 7-13.1-703. Charging order.
(a)
On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor’s transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(b)
To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may:
(1)
Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(2)
Make all other orders necessary to give effect to the charging order.
(c)
Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to § 7-13.1-702.
(d)
At any time before foreclosure under subsection (c) of this section, the partner or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(e)
At any time before foreclosure under subsection (c) of this section, a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(f)
This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.
(g)
This section provides the exclusive remedy by which a person seeking in the capacity of a judgment creditor to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor’s transferable interest.
History of Section.
P.L. 2022, ch. 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 7 - Transferable Interests and Rights of Transferees and Creditors › Section 7-13.1-704. - Power of legal representative of deceased partner.

§ 7-13.1-704. Power of legal representative of deceased partner.
If a partner dies, the deceased partner’s legal representative may exercise:
(1)
The rights of a transferee provided in § 7-13.1-702(c); and
(2)
For the purposes of settling the estate, the rights of a current limited partner under § 7-13.1-304.
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 8 - Dissolution and Winding Up › Section 7-13.1-802. - Winding up.

§ 7-13.1-802. Winding up.
(a)
A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 7-13.1-803, the partnership continues after dissolution only for the purpose of winding up.
(b)
In winding up its activities and affairs, the limited partnership:
(1)
Shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s activities and affairs, and marshal and distribute the assets of the partnership; and
(2)
May:
(i)
Amend its certificate of limited partnership to state that the partnership is dissolved;
(ii)
Preserve the partnership activities, affairs, 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 dissolution stating the name of the partnership and that the partnership is dissolved; and
(vii)
Perform other acts necessary or appropriate to the winding up.
(c)
If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership’s activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection:
(1)
Has the powers of a general partner under § 7-13.1-804 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 dissolved partnership’s activities and affairs; and
(2)
Shall deliver promptly to the secretary of state for filing an amendment to the partnership’s certificate of limited partnership stating:
(i)
That the partnership does not have a general partner;
(ii)
The name and street and mailing addresses of the person; and
(iii)
That the person has been appointed pursuant to this subsection to wind up the partnership.
(d)
On the application of a partner, the superior court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership’s activities and affairs, if:
(1)
The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or
(2)
The applicant establishes other good cause.
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 8 - Dissolution and Winding Up › Section 7-13.1-803. - Rescinding dissolution.

§ 7-13.1-803. Rescinding dissolution.
(a)
A limited partnership may rescind its dissolution, unless a statement of dissolution applicable to the partnership has become effective, the superior court has entered an order under § 7-13.1-801(a)(6) dissolving the partnership, or the secretary of state has revoked the partnership under § 7-13.1-811.
(b)
Rescinding dissolution under this section requires:
(1)
The affirmative vote or consent of each partner; and
(2)
If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and:
(i)
The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under § 7-13.1-208 applicable to the amendment; or
(ii)
The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(c)
If a limited partnership rescinds its dissolution:
(1)
The partnership resumes carrying on its activities and affairs 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. 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 8 - Dissolution and Winding Up › Section 7-13.1-804. - Power to bind partnership after dissolution.

§ 7-13.1-804. Power to bind partnership after dissolution.
(a)
A limited partnership is bound by a general partner’s act after dissolution which:
(1)
Is appropriate for winding up the partnership’s activities and affairs; or
(2)
Would have bound the partnership under § 7-13.1-402 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 general partner binds a limited 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 general partner; and
(2)
The act:
(i)
Is appropriate for winding up the partnership’s activities and affairs; or
(ii)
Would have bound the partnership under § 7-13.1-402 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. 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 8 - Dissolution and Winding Up › Section 7-13.1-805. - Liability after dissolution of general partner and person dissociated as general partner.

§ 7-13.1-805. Liability after dissolution of general partner and person dissociated as general partner.
(a)
If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 7-13.1-804(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable:
(1)
To the partnership for any damage caused to the partnership arising from the obligation; and
(2)
If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b)
If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 7-13.1-804(b), the person is liable:
(1)
To the partnership for any damage caused to the partnership arising from the obligation; and
(2)
If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from 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 8 - Dissolution and Winding Up › Section 7-13.1-806. - Known claims against dissolved limited partnership.

§ 7-13.1-806. Known claims against dissolved limited partnership.
(a)
Except as otherwise provided in subsection (d) of this section, a dissolved limited 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 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 limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 7-13.1-404.
(c)
A claim against a dissolved limited 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 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. 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 8 - Dissolution and Winding Up › Section 7-13.1-807. - Other claims against dissolved limited partnership.

§ 7-13.1-807. Other claims against dissolved limited partnership.
(a)
A dissolved limited 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 in the county in this state in which the dissolved limited partnership’s principal office is or, if the principal office is not located in this state, in the county in which the office of the partnership’s registered agent is or was last located;
(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 limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 7-13.1-404.
(c)
If a dissolved limited 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 § 7-13.1-806;
(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 § 7-13.1-806 may be enforced:
(1)
Against the dissolved limited partnership, to the extent of its undistributed assets;
(2)
Except as otherwise provided in § 7-13.1-808, 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 §§ 7-13.1-404 and 7-13.1-607.
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 8 - Dissolution and Winding Up › Section 7-13.1-808. - Court proceedings.

§ 7-13.1-808. Court proceedings.
(a)
A dissolved limited partnership that has published a notice under § 7-13.1-807 may file an application with the superior court in the county where the partnership’s principle office is located or, if the principal office in not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the date of dissolution but which, based on the facts known to the partnership, are reasonably expected to arise after the date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 7-13.1-807.
(b)
Not later than ten (10) days after the filing of an application under subsection (a) of this section, the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.
(c)
In a proceeding brought 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 partnership.
(d)
A dissolved limited 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. 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 8 - Dissolution and Winding Up › Section 7-13.1-809. - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

§ 7-13.1-809. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
If a claim against a dissolved limited partnership is barred under § 7-13.1-806, 7-13.1-807, or 7-13.1-808, any corresponding claim under § 7-13.1-404 or 7-13.1-607 is also barred.
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 8 - Dissolution and Winding Up › Section 7-13.1-812. - Issuance of certificates of revocation.

§ 7-13.1-812. Issuance of certificates of revocation.
(a)
Upon revoking any such certificate of limited 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 partnership by regular mail a certificate of revocation, addressed to the registered agent of the limited 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 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 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 partnership that has not yet filed an annual report, then to the domestic limited partnership at the principal office in the articles of organization or to the authorized person listed on the certificate of registration, and no further notice shall be required.
(b)
A limited partnership that is revoked continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under §§ 7-13.1-802, 7-13.1-806, 7-13.1-807, 7-13.1-808, and 7-13.1-810, or to apply for reinstatement under § 7-13.1-813.
(c)
The revocation of a limited partnership does not terminate the authority of its registered agent.
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 8 - Dissolution and Winding Up › Section 7-13.1-813. - Reinstatement.

§ 7-13.1-813. Reinstatement.
(a)
Within ten (10) years after issuing a certificate of revocation as provided in § 7-13.1-812, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited partnership in good standing as if its certificate of limited partnership had not been revoked except as subsequently provided:
(1)
On the filing by the limited partnership of the documents it had previously failed to file as set forth in § 7-13.1-811(a)(3) through (6);
(2)
On the payment by the limited 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
(3)
Upon the filing by the limited partnership of a certificate of good standing from the Rhode Island division of taxation.
(b)
If, as permitted by the provisions of this chapter or chapter 1.2, 6, or 12.1 of this title, another limited liability company, business or nonprofit corporation, registered limited liability partnership or a limited partnership, or in each case domestic or foreign, authorized and qualified to transact business in this state, bears or has filed a fictitious business name statement as to or reserved or registered a name that is the same as, the name of the limited partnership with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation on the reinstated limited partnership amending its certificate of limited partnership so as to designate a name that is not the same as its former name.
(c)
When reinstatement under this section has become effective, the following rules apply:
(1)
The reinstatement relates back to and takes effect as of the effective date of the certificate of revocation.
(2)
The limited partnership resumes carrying on its activities and affairs as if the revocation had not occurred.
(3)
The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are not affected.
History of Section.
P.L. 2022, ch. 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 8 - Dissolution and Winding Up › Section 7-13.1-814. - Judicial review of denial of reinstatement.

§ 7-13.1-814. Judicial review of denial of reinstatement.
(a)
If the secretary of state denies a limited partnership’s application for reinstatement following administrative dissolution, the secretary of state shall serve the partnership with a notice in a record that explains the reasons for the denial.
(b)
A limited partnership may seek judicial review of denial of reinstatement in the superior court not later than thirty (30) days after service of the notice of denial.
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 9 - Actions by Partners › Section 7-13.1-901. - Direct action by partner.

§ 7-13.1-901. Direct action by partner.
(a)
Subject to subsection (b) of this section, a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s rights and otherwise protect the partner’s interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b)
A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c)
A right to an accounting on a dissolution and winding up does not revive a claim barred by law.
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 9 - Actions by Partners › Section 7-13.1-902. - Derivative action.

§ 7-13.1-902. Derivative action.
A partner may maintain a derivative action to enforce a right of a limited partnership if:
(1)
The partner first makes a demand on the general partners, requesting that they cause the partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
(2)
A demand under subsection (1) of this section would be futile.
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 9 - Actions by Partners › Section 7-13.1-903. - Proper plaintiff.

§ 7-13.1-903. Proper plaintiff.
A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and:
(1)
Was a partner when the conduct giving rise to the action occurred; or
(2)
Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the 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 9 - Actions by Partners › Section 7-13.1-904. - Pleading.

§ 7-13.1-904. Pleading.
In a derivative action, the complaint must state with particularity:
(1)
The date and content of plaintiff’s demand and the response to the demand by the general partner; or
(2)
Why the demand should be excused as futile.
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 9 - Actions by Partners › Section 7-13.1-905. - Special litigation committee.

§ 7-13.1-905. Special litigation committee.
(a)
If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from:
(1)
Enforcing a person’s right to information under § 7-13.1-304 or 7-13.1-407; or
(2)
Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b)
A special litigation committee must be composed of one or more disinterested and independent individuals, who may be partners.
(c)
A special litigation committee may be appointed:
(1)
By a majority of the general partners not named as parties in the proceeding; or
(2)
If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.
(d)
After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding:
(1)
Continue under the control of the plaintiff;
(2)
Continue under the control of the committee;
(3)
Be settled on terms approved by the committee; or
(4)
Be dismissed.
(e)
After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff.
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 9 - Actions by Partners › Section 7-13.1-906. - Proceeds and expenses.

§ 7-13.1-906. Proceeds and expenses.
(a)
Except as otherwise provided in subsection (b) of this section:
(1)
Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and
(2)
If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the partnership.
(b)
If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorneys’ fees and costs, from the recovery of the limited partnership.
(c)
A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the court’s approval.
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 10 - Foreign Limited Partnerships › Section 7-13.1-1001. - Governing law.

§ 7-13.1-1001. Governing law.
(a)
The law of the jurisdiction of formation of a foreign limited partnership governs:
(1)
The internal affairs of the partnership;
(2)
The liability of a partner as partner for a debt, obligation, or other liability of the partnership; and
(3)
The liability of a series of the partnership.
(b)
A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state.
(c)
Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this 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 10 - Foreign Limited Partnerships › Section 7-13.1-1002. - Registration to do business in this state.

§ 7-13.1-1002. Registration to do business in this state.
(a)
A foreign limited partnership may not do business in this state until it registers with the secretary of state under this part.
(b)
A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.
(c)
The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the partnership or preclude it from defending an action or proceeding in this state.
(d)
A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the partnership does business in this state without registering to do business in this state.
(e)
Section 7-13.1-1001(a) and (b) applies even if the foreign limited partnership fails to register under this part.
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 10 - Foreign Limited Partnerships › Section 7-13.1-1003. - Foreign registration statement.

§ 7-13.1-1003. Foreign registration statement.
To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the secretary of state for filing. The statement must state:
(1)
The name of the partnership and, if the name does not comply with § 7-13.1-114, an alternate name adopted pursuant to § 7-13.1-1006(a);
(2)
That the partnership is a foreign limited partnership;
(3)
The partnership’s jurisdiction of formation;
(4)
The general character of the business it proposes to transact in this state;
(5)
The name and business address of each general partner;
(6)
The street and mailing addresses of the partnership’s principal office and, if the law of the partnership’s jurisdiction of formation requires the partnership to maintain an office in that jurisdiction, the street and mailing addresses of the required office;
(7)
The name and street and mailing addresses of the partnership’s registered agent in this state;
(8)
A statement that the secretary of state is appointed the agent of a foreign limited partnership for service of process if no agent has been appointed, or, if appointed, the agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence; and
(9)
Additional information as may be necessary or appropriate in order to enable the secretary of state to determine whether the foreign limited partnership is entitled to a certificate of authority to transact business in this 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 10 - Foreign Limited Partnerships › Section 7-13.1-1004. - Amendment of foreign registration statement.

§ 7-13.1-1004. Amendment of foreign registration statement.
A registered foreign limited partnership shall deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in:
(1)
The name of the partnership;
(2)
The alternate name adopted pursuant to § 7-13.1-1006(a); or
(3)
The general partners of record.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 10 - Foreign Limited Partnerships › Section 7-13.1-1005. - Activities not constituting doing business.

§ 7-13.1-1005. Activities not constituting doing business.
(a)
Activities of a foreign limited partnership which do not constitute doing business in this state under this part include:
(1)
Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
(2)
Carrying on any activity concerning its internal affairs, including holding meetings of its partners;
(3)
Maintaining accounts in financial institutions;
(4)
Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositories with respect to those securities;
(5)
Selling through independent contractors;
(6)
Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;
(7)
Creating or acquiring indebtedness, mortgages, or security interests in property;
(8)
Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property;
(9)
Conducting an isolated transaction that is not in the course of similar transactions;
(10)
Owning, without more, property; and
(11)
Doing business in interstate commerce.
(b)
A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state.
(c)
This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this chapter.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.