2012 -- H 7120

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LC00453

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STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2012

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A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS --

PARTNERSHIPS--FILING

     Introduced By: Representatives Marcello, and Kennedy

     Date Introduced: January 12, 2012

     Referred To: House Corporations

It is enacted by the General Assembly as follows:

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     SECTION 1. Section 7-12-59 of the General Laws in Chapter 7-12 entitled

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"Partnerships" is hereby amended to read as follows:

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     7-12-59. Applicability to foreign and interstate commerce. -- (a) A partnership,

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including a registered limited liability partnership, formed and existing pursuant to an agreement

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governed by this chapter may conduct its business, carry on its operations and have and exercise

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the powers granted by this chapter in any state, territory, district or possession of the United

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States or in any foreign country.

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      (b) It is the intent of the general assembly that the legal existence of partnerships,

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including registered limited liability partnerships, formed in this state are recognized outside the

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boundaries of this state and that, subject to any reasonable requirement of registration, a

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partnership, including a registered limited liability partnership, formed pursuant to an agreement

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governed by this chapter and transacting business outside this state is granted the protection of

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full faith and credit under the Constitution of the United States.

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      (c) The liability of partners in a partnership, including registered limited liability

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partnerships, formed and existing pursuant to an agreement governed by this chapter for the debts

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and obligations of the partnership, is at all times determined exclusively by the laws of this state.

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      (d) Before transacting business in this state, a foreign registered limited liability

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partnership shall comply with any statutory or administrative registration or filing requirements

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governing the specific type of business in which the partnership is engaged, and file a notice with

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the secretary of state, on any forms that the Secretary provides, stating:

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      (1) The name of the partnership;

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      (2) The jurisdiction, the laws of which govern its partnership agreement and under which

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it is registered as a limited liability partnership;

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      (3) The address of its principal office;

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      (4) If the partnership's principal office is not located in this state;

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      (5) The address of a registered office and the name and address of a registered agent for

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service of process in this state which the partnership shall be required to maintain;

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      (6) The names and addresses of all resident partners in this state;

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      (7) A brief statement of the business in which the partnership engages;

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      (8) Any other information that the partnership determines to include,

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      (9) A statement that the partnership is a registered limited liability partnership. The

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notice shall be accompanied by a fee of one thousand dollars ($1,000). The notice is effective for

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two (2) years from the date of filing, provided it is in compliance with section 7-12-56, after

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which time the partnership shall file a new notice. The filing of the notice with the secretary of

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state makes it unnecessary to file any other documents under sections 6-1-1 -- 6-1-4.

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      (e) The name of a foreign registered limited liability partnership doing business in this

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state shall contain the words "Registered Limited Liability Partnership" or "L.L.P." or "LLP", or

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any other similar words or abbreviation as are required or authorized by the laws of the state

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where the partnership is registered, as the last words or letters of its name.

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      (f) The internal affairs of foreign registered limited liability partnerships, including the

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liability of partners for debts, obligations and liabilities of or chargeable to the partnership or

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another partner or partners, are subject to and governed by the laws of the jurisdiction in which

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the foreign registered limited liability partnership is registered.

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     SECTION 2. This act shall take effect upon passage.

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LC00453

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS --

PARTNERSHIPS--FILING

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     This act would remove a reference to an incorrect clause in a section of the general laws

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pertaining to partnerships.

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     This act would take effect upon passage.

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LC00453

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