2015 -- H 5087

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LC000345

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2015

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS --

PARTNERSHIPS

     Introduced By: Representatives Newberry, Edwards, and Shekarchi

     Date Introduced: January 14, 2015

     Referred To: House Finance

     It is enacted by the General Assembly as follows:

     SECTION 1. Section 7-12-56 of the General Laws in Chapter 7-12 entitled

"Partnerships" is hereby amended to read as follows:

     7-12-56. Registered limited liability partnerships. -- (a) To become and to continue as

a registered limited liability partnership, a partnership shall file with the secretary of state an

application or a renewal application, stating the name of the partnership, the address of its

principal office, if the partnership's principal office is not located in this state, the address of a

registered office and the name and address of a registered agent for service of process in this state

which a partnership is required to maintain. In addition, partnerships under this section shall

provide the names and addresses of all resident partners, the place where the business records of

the partnership are maintained, or if more than one location for business records is maintained,

then the principal place of business of the partnership, number, a brief statement of the business

in which the partnership engaged, and that the partnership applies for status or renewal of its

status, as a registered limited liability partnership.

      (b) The application or renewal application is executed by a majority in interest of the

partners or by one or more partners authorized to execute an application or renewal application.

      (c) The application or renewal application is accompanied by a fee of one hundred

dollars ($100) one hundred fifty dollars ($150) for each partner, not to exceed two thousand five

hundred dollars ($2,500) for each partnership's initial filing or subsequent renewal application.

     Renewal applications are to be filed yearly and are to be accompanied by a fee of fifty

dollars ($50.00).

      (d) The secretary of state shall register as a registered limited liability partnership, and

shall renew the registration of any limited liability partnership, any partnership that submits a

completed application or renewal application with the required fee.

      (e) Registration is effective for one year after the date an application is filed, unless

voluntarily withdrawn by filing with the secretary of state a written withdrawal notice executed

by a majority in interest of the partners or by one or more partners authorized to execute a

withdrawal. Registration, whether pursuant to an original application or a renewal application, as

a registered limited liability partnership is renewed if, during the sixty (60) day period preceding

the date the application or renewal application otherwise would have expired, the partnership

filed with the secretary of state a renewal application. A renewal application expires one year

after the date an original application would have expired if the last renewal of the application had

not occurred.

      (f) The status of a partnership as a registered limited liability partnership is not affected

by changes after the filing of an application or a renewal application in the information stated in

the application or renewal application.

      (g) The secretary of state may provide forms for application for or renewal of

registration. Any renewals shall maintain resident partners as set out in this section.

      (h) A partnership that registers as a registered limited liability partnership is not deemed

to have dissolved as a result of that registration and is for all purposes the same partnership that

existed before the registration and continues to be a partnership under the laws of this state. If a

registered limited liability partnership dissolves, a partnership which is a successor to the

registered limited liability partnership and which intends to be a registered limited liability

partnership is not required to file a new application and is deemed to have filed any documents

required or permitted under this chapter which were filed by the predecessor partnership.

      (i) The fact that an application or renewal application is on file in the office of the

secretary of state is notice that the partnership is a registered limited liability partnership and is

notice of all other facts stated in the application or renewal application.

     SECTION 2. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS --

PARTNERSHIPS

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     This act would change the filing fee for a limited liability partnership from one hundred

dollars ($100) for each partner, not to exceed two thousand five hundred dollars ($2,500) in total,

to a flat fee of one hundred fifty dollars ($150). This act would also change the fee for the

renewal application from one hundred dollars ($100) for each partner, not to exceed two thousand

five hundred dollars ($2,500) in total, to an annual flat fee of fifty dollars ($50.00).

     This act would take effect upon passage.

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