reglab/statecodes huggingface dataset:
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 7-13.1-1006. - Noncomplying name of foreign limited partnership.

§ 7-13.1-1006. Noncomplying name of foreign limited partnership.
(a)
A foreign limited partnership whose name does not comply with § 7-13.1-114 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with § 7-13.1-114. After registering to do business in this state with an alternate name, a partnership shall do business in this state under:
(1)
The alternate name;
(2)
The partnership’s name, with the addition of its jurisdiction of formation; or
(3)
A name the partnership is authorized to use under the law of this state other than this chapter.
(b)
If a registered foreign limited partnership changes its name to one that does not comply with § 7-13.1-114, it may not do business in this state until it complies with subsection (a) of this section by amending its registration to adopt an alternate name that complies with § 7-13.1-114.
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 7-13.1-1007. - Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.

§ 7-13.1-1007. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.
A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the conversion.
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 7-13.1-1008. - Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

§ 7-13.1-1008. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
(a)
A registered foreign limited partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the secretary of state for filing. The statement must state:
(1)
In the case of a partnership that has completed winding up:
(i)
Its name and jurisdiction of formation;
(ii)
That the partnership surrenders its registration to do business in this state;
(iii)
That the limited partnership revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the limited partnership was authorized to transact business in this state may subsequently be made on the limited partnership by service on the secretary of state in accordance with subsection (b) of this section;
(iv)
The post office address to which the secretary of state may mail a copy of any process against the limited partnerships that is served on the secretary of state; and
(v)
A statement that the limited partnership certifies that it has no outstanding tax obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes.
(2)
In the case of a partnership that has converted:
(i)
The name of the converting partnership and its jurisdiction of formation;
(ii)
The type of entity to which the partnership has converted and its jurisdiction of formation;
(iii)
That the converted entity surrenders the converting partnership’s registration to do business in this state and revokes the authority of the converting partnership’s registered agent to act as registered agent in this state on behalf of the partnership or the converted entity;
(iv)
A mailing address to which service of process may be made under subsection (b), of this section; and
(v)
A statement that the limited partnership certifies that it has no outstanding tax obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes.
(b)
After a withdrawal under this section has become effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to § 7-13.1-121.
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 7-13.1-1009. - Transfer of registration.

§ 7-13.1-1009. Transfer of registration.
(a)
When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must state:
(1)
The name of the registered foreign limited partnership before the merger or conversion;
(2)
That before the merger or conversion the registration pertained to a foreign limited partnership;
(3)
The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with § 7-13.1-114, an alternate name adopted pursuant to § 7-13.1-1006(a);
(4)
The type of entity of the applicant foreign entity and its jurisdiction of formation;
(5)
The street and mailing addresses of the principal office of the applicant foreign entity and, if the law of the entity’s jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and
(6)
The name and street and mailing addresses of the applicant foreign entity’s registered agent in this state.
(b)
When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted.
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 7-13.1-1011. - Issuance of certificates of revocation.

§ 7-13.1-1011. Issuance of certificates of revocation.
(a)
Upon revoking any such certificate of registration 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 principal office listed in the certificate of registration, and no further notice shall be required.
(b)
The authority of the registered foreign limited partnership to do business in this state ceases on the effective date of the certificate of revocation, unless before that date the partnership cures each ground for revocation stated in the notice.
(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 10 - Foreign Limited Partnerships › Section 7-13.1-1012. - Reinstatement.

§ 7-13.1-1012. Reinstatement.
(a)
Within ten (10) years after issuing a certificate of revocation as provided in § 7-13.1-1011, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited partnership in good standing as if its certificate of registration 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 § 7-13.1-1010(a)(3) through (a)(8) and payment of any fees or taxes it had previously failed to pay;
(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 registration so as to designate a name that meets the requirements of § 7-13.1-114 by adopting an alternate name pursuant to § 7-13.1-1006(a).
(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; 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 10 - Foreign Limited Partnerships › Section 7-13.1-1013. - Withdrawal of registration of registered foreign limited partnership.

§ 7-13.1-1013. Withdrawal of registration of registered foreign limited partnership.
(a)
A registered foreign limited partnership may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must state:
(1)
The name of the partnership and its jurisdiction of formation;
(2)
That the partnership is not doing business in this state and that it withdraws its registration to do business in this state;
(3)
That the limited partnership revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the limited partnership was authorized to transact business in this state may subsequently be made on the limited partnership by service on the secretary of state in accordance with subsection (b) of this section;
(4)
The post office address to which the secretary of state may mail a copy of any process against the limited partnership that is served on the secretary of state; and
(5)
A statement that the limited partnership certifies that it has no outstanding tax obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes.
(b)
After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the partnership was registered to do business in this state may be made pursuant to § 7-13.1-121.
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 7-13.1-1014. - Action by attorney general.

§ 7-13.1-1014. Action by attorney general.
The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this chapter.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 1 - General Provisions › Section 7-13.1-1102. - Relationship of part 11 to other laws.

§ 7-13.1-1102. Relationship of part 11 to other laws.
(a)
This part 11 does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this part 11.
(b)
A transaction effected under this part 11 may not create or impair a right, duty, or obligation of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless:
(1)
If the corporation does not survive the transaction, the transaction satisfies any requirements of the law; or
(2)
If the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty, or obligation directly under the 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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 1 - General Provisions › Section 7-13.1-1103. - Required notice or approval.

§ 7-13.1-1103. Required notice or approval.
(a)
A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication.
(b)
Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part 11 becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the superior court specifying the disposition of the property.
(c)
A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to a merging entity that is not the surviving entity and which takes effect or remains payable after the merger inures to the surviving entity.
(d)
A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 1 - General Provisions › Section 7-13.1-1104. - Nonexclusivity.

§ 7-13.1-1104. Nonexclusivity.
The fact that a transaction under this part 11 produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this part 11.
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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 1 - General Provisions › Section 7-13.1-1105. - Reference to external facts.

§ 7-13.1-1105. Reference to external facts.
A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 1 - General Provisions › Section 7-13.1-1106. - Appraisal rights.

§ 7-13.1-1106. Appraisal rights.
An interest holder of a domestic merging, acquired, converting, or domesticating limited partnership is entitled to contractual appraisal rights in connection with a transaction under this part 11 to the extent provided in:
(1)
The partnership agreement; or
(2)
The plan.
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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 1 - General Provisions › Section 7-13.1-1107. - Excluded entities and transactions; other applicable law

§ 7-13.1-1107. Excluded entities and transactions; other applicable law
(a)
This part 11 may not be used to effect a transaction that is prohibited by law of this state other than this chapter.
(b)
If law of this state other than this chapter applies to a transaction that is otherwise within the scope of this part 11, the transaction is still subject to such other 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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 2 - Merger › Section 7-13.1-1121. - Merger authorized.

§ 7-13.1-1121. Merger authorized.
(a)
By complying with this subpart:
(1)
One or more domestic limited partnerships may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and
(2)
Two (2) or more foreign entities may merge into a domestic limited partnership.
(b)
By complying with the provisions of this subpart applicable to foreign entities, a foreign entity may be a party to a merger under this subpart or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity’s jurisdiction of formation.
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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 2 - Merger › Section 7-13.1-1122. - Plan of merger.

§ 7-13.1-1122. Plan of merger.
(a)
A domestic limited partnership may become a party to a merger under this subpart by approving a plan of merger. The plan must be in a record and contain:
(1)
As to each merging entity, its name, jurisdiction of formation, and type of entity;
(2)
If the surviving entity is to be created in the merger, a statement to that effect and the entity’s name, jurisdiction of formation, and type of entity;
(3)
The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
If the surviving entity exists before the merger, any proposed amendments to:
(i)
Its public organic record, if any; and
(ii)
Its private organic rules that are, or are proposed to be, in a record;
(5)
If the surviving entity is to be created in the merger:
(i)
Its proposed public organic record, if any; and
(ii)
The full text of its private organic rules that are proposed to be in a record;
(6)
The other terms and conditions of the merger; and
(7)
Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity.
(b)
In addition to the requirements of subsection (a) of this section, a plan of merger may contain any other provision not prohibited 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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 2 - Merger › Section 7-13.1-1123. - Approval of merger.

§ 7-13.1-1123. Approval of merger.
(a)
A plan of merger is not effective unless it has been approved:
(1)
By a domestic merging limited partnership, by all the partners of the partnership entitled to vote on or consent to any matter; and
(2)
In a record, by each partner of a domestic merging limited partnership which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless:
(i)
The partnership agreement of the partnership provides in a record for the approval of a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and
(ii)
The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(b)
A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with its organic law.
(c)
A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 2 - Merger › Section 7-13.1-1124. - Amendment or abandonment of plan of merger.

§ 7-13.1-1124. Amendment or abandonment of plan of merger.
(a)
A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b)
A domestic merging limited partnership may approve an amendment of a plan of merger:
(1)
In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2)
By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:
(i)
The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;
(ii)
The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
(iii)
Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(c)
After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited partnership may abandon the plan in the same manner as the plan was approved.
(d)
If a plan of merger is abandoned after a statement of merger has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:
(1)
The name of each party to the plan of merger;
(2)
The date on which the statement of merger was filed by the secretary of state; and
(3)
A statement that the merger has been abandoned in accordance with this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 3 - Interest Exchange › Section 7-13.1-1131. - Interest exchange authorized.

§ 7-13.1-1131. Interest exchange authorized.
(a)
By complying with this subpart:
(1)
A domestic limited partnership may acquire all of one or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or
(2)
All of one or more classes or series of interests of a domestic limited partnership may be acquired by another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
(b)
By complying with the provisions of this subpart applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under this subpart if the interest exchange is authorized by the law of the foreign entity’s jurisdiction of formation.
(c)
If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited partnership is the acquired entity as if the interest exchange were a merger until the provision is amended after January 1, 2023.
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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 3 - Interest Exchange › Section 7-13.1-1132. - Plan of interest exchange.

§ 7-13.1-1132. Plan of interest exchange.
(a)
A domestic limited partnership may be the acquired entity in an interest exchange under this subpart by approving a plan of interest exchange. The plan must be in a record and contain:
(1)
The name of the acquired entity;
(2)
The name, jurisdiction of formation, and type of entity of the acquiring entity;
(3)
The manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
Any proposed amendments to:
(i)
The certificate of limited partnership of the acquired entity; and
(ii)
The partnership agreement of the acquired entity that are, or are proposed to be, in a record;
(5)
The other terms and conditions of the interest exchange; and
(6)
Any other provision required by the law of this state or the partnership agreement of the acquired entity.
(b)
In addition to the requirements of subsection (a) of this section, a plan of interest exchange may contain any other provision not prohibited 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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 3 - Interest Exchange › Section 7-13.1-1133. - Approval of interest exchange.

§ 7-13.1-1133. Approval of interest exchange.
(a)
A plan of interest exchange is not effective unless it has been approved:
(1)
By all the partners of a domestic acquired limited partnership entitled to vote on or consent to any matter; and
(2)
In a record, by each partner of the domestic acquired limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the interest exchange becomes effective, unless:
(i)
The partnership agreement of the partnership provides in a record for the approval of an interest exchange or a merger in which some or all its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all of the partners; and
(ii)
The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(b)
An interest exchange involving a domestic acquired entity that is not a limited partnership is not effective unless it is approved by the domestic entity in accordance with its organic law.
(c)
An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
(d)
Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 3 - Interest Exchange › Section 7-13.1-1134. - Amendment or abandonment of plan of interest exchange.

§ 7-13.1-1134. Amendment or abandonment of plan of interest exchange.
(a)
A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b)
A domestic acquired limited partnership may approve an amendment of a plan of interest exchange:
(1)
In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2)
By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change:
(i)
The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the acquired partnership under the plan;
(ii)
The certificate of limited partnership or partnership agreement of the acquired partnership that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the partners of the acquired partnership under this chapter or the partnership agreement; or
(iii)
Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(c)
After a plan of interest exchange has been approved and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic acquired limited partnership may abandon the plan in the same manner as the plan was approved.
(d)
If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the acquired limited partnership, must be delivered to the secretary of state for filing before the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain:
(1)
The name of the acquired partnership;
(2)
The date on which the statement of interest exchange was filed by the secretary of state; and
(3)
A statement that the interest exchange has been abandoned in accordance with this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 3 - Interest Exchange › Section 7-13.1-1135. - Statement of interest exchange — Effective date of interest exchange.

§ 7-13.1-1135. Statement of interest exchange — Effective date of interest exchange.
(a)
A statement of interest exchange must be signed by a domestic acquired limited partnership and delivered to the secretary of state for filing.
(b)
A statement of interest exchange must contain:
(1)
The name of the acquired limited partnership;
(2)
The name, jurisdiction of formation, and type of entity of the acquiring entity;
(3)
A statement that the plan of interest exchange was approved by the acquired limited partnership in accordance with this subpart; and
(4)
Any amendments to the acquired limited partnership’s certificate of limited partnership approved as part of the plan of interest exchange.
(c)
In addition to the requirements of subsection (b) of this section, a statement of interest exchange may contain any other provision not prohibited by law.
(d)
An interest exchange becomes effective when the statement of interest exchange is 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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 4 - Conversion › Section 7-13.1-1141. - Conversion authorized.

§ 7-13.1-1141. Conversion authorized.
(a)
By complying with this subpart, a domestic limited partnership may become:
(1)
A domestic entity that is a different type of entity; or
(2)
A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.
(b)
By complying with the provisions of this subpart applicable to foreign entities, a foreign entity that is not a foreign limited partnership may become a domestic limited partnership if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.
(c)
If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a conversion, the provision applies to a conversion of the partnership as if the conversion were a merger until the provision is amended after January 1, 2023.
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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 4 - Conversion › Section 7-13.1-1142. - Plan of conversion.

§ 7-13.1-1142. Plan of conversion.
(a)
A domestic limited partnership may convert to a different type of entity under this subpart by approving a plan of conversion. The plan must be in a record and contain:
(1)
The name of the converting limited partnership;
(2)
The name, jurisdiction of formation, and type of entity of the converted entity;
(3)
The manner of converting the interests in the converting limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
The proposed public organic record of the converted entity if it will be a filing entity;
(5)
The full text of the private organic rules of the converted entity which are proposed to be in a record;
(6)
The other terms and conditions of the conversion; and
(7)
Any other provision required by the law of this state or the partnership agreement of the converting limited partnership.
(b)
In addition to the requirements of subsection (a) of this section, a plan of conversion may contain any other provision not prohibited 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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 4 - Conversion › Section 7-13.1-1143. - Approval of conversion.

§ 7-13.1-1143. Approval of conversion.
(a)
A plan of conversion is not effective unless it has been approved:
(1)
By a domestic converting limited partnership, by all the partners of the limited partnership entitled to vote on or consent to any matter; and
(2)
In a record, by each partner of a domestic converting limited partnership which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless:
(i)
The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and
(ii)
The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(b)
A conversion involving a domestic converting entity that is not a limited partnership is not effective unless it is approved by the domestic converting entity in accordance with its organic law.
(c)
A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 4 - Conversion › Section 7-13.1-1144. - Amendment or abandonment of plan of conversion.

§ 7-13.1-1144. Amendment or abandonment of plan of conversion.
(a)
A plan of conversion of a domestic converting limited partnership may be amended:
(1)
In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2)
By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:
(i)
The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the converting partnership under the plan;
(ii)
The public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(iii)
Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(b)
After a plan of conversion has been approved by a domestic converting limited partnership and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited partnership may abandon the plan in the same manner as the plan was approved.
(c)
If a plan of conversion is abandoned after a statement of conversion has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the secretary of state for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(1)
The name of the converting limited partnership;
(2)
The date on which the statement of conversion was filed by the secretary of state; and
(3)
A statement that the conversion has been abandoned in accordance with this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 4 - Conversion › Section 7-13.1-1145. - Statement of conversion — Effective date of conversion.

§ 7-13.1-1145. Statement of conversion — Effective date of conversion.
(a)
A statement of conversion must be signed by the converting entity and delivered to the secretary of state for filing.
(b)
A statement of conversion must contain:
(1)
The name, jurisdiction of formation, and type of entity of the converting entity;
(2)
The name, jurisdiction of formation, and type of entity of the converted entity;
(3)
If the converting entity is a domestic limited partnership, a statement that the plan of conversion was approved in accordance with this subpart or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
(4)
If the converted entity is a domestic filing entity, its public organic record, as an attachment; and
(5)
If the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment.
(c)
In addition to the requirements of subsection (b) of this section, a statement of conversion may contain any other provision not prohibited by law.
(d)
If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
(e)
If the converted entity is a domestic limited partnership, the conversion becomes effective when the statement of conversion is effective. In all other cases, the conversion becomes effective on the later of:
(1)
The date and time provided by the organic law of the converted entity; and
(2)
When the statement is 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 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 5 - Domestication › Section 7-13.1-1151. - Domestication authorized.

§ 7-13.1-1151. Domestication authorized.
(a)
By complying with this subpart, a domestic limited partnership may become a foreign limited partnership if the domestication is authorized by the law of the foreign jurisdiction.
(b)
By complying with the provisions of this subpart applicable to foreign limited partnerships, a foreign limited partnership may become a domestic limited partnership if the domestication is authorized by the law of the foreign limited partnership’s jurisdiction of formation.
(c)
If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a domestication, the provision applies to a domestication of the limited partnership as if the domestication were a merger until the provision is amended after January 1, 2023.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.