Chapter 068

2012 -- S 2353

Enacted 05/14/12

 

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - LIMITED PARTNERSHIPS

          

     Introduced By: Senators Gallo, and Miller

     Date Introduced: February 09, 2012

     

It is enacted by the General Assembly as follows:

 

     SECTION 1. Section 7-13-48 of the General Laws in Chapter 7-13 entitled "Limited

Partnerships" is hereby amended to read as follows:

 

     7-13-48. Applicable law. -- Subject to the constitution of this state:

      (1) The laws of the state under which a foreign limited partnership is organized govern

its organization and internal affairs and the liability of its limited partners, and except as to

foreign limited liability limited partnerships, which shall be treated as if they were foreign limited

partnerships;

      (2) A foreign limited partnership may not be denied registration by reason of any

difference between those laws and the laws of this state.; and

     (3) A certificate of registration does not authorize a foreign limited partnership to engage

in any business or exercise any power that a limited partnership may not engage in or exercise in

this state.

 

     SECTION 2. Chapter 7-13 of the General Laws entitled "Limited Partnerships" is hereby

amended by adding thereto the following section:

 

     7-13-52.1. Foreign Application for Transfer of Authority. – (a) A duly authorized

foreign limited partnership in the state of Rhode Island that converts into any form of foreign or

other entity subject to the provisions of Title 7 and the resulting entity is required to file for

authority to transact business in this state may apply for a transfer of authority in the office of the

secretary of state by filing:

     (1) An Application for Transfer of Authority that has been executed and filed in

accordance with section 7-13-11;

     (2) An application for authority to transact business in the state of Rhode Island for the

resulting entity type; and

     (3) A certificate of legal existence or good standing issued by the proper officer of the

state or country under the laws of which the resulting entity has been formed.

     (b) The Application for Transfer of Authority shall state:

     (1) The name of the limited partnership;

     (2) The type of other entity into which it has been converted; and

     (3) The jurisdiction whose laws govern its internal affairs.

     (c) Upon the effective time and date of the Application for Transfer of Authority, the

authority of the limited partnership authorized to transact business under this chapter shall be

transferred without interruption to the other entity which shall thereafter hold such authority

subject to the provisions of the laws of the state of Rhode Island applicable to that type of

resulting entity.

 

     SECTION 3. This act shall take effect upon passage.

     

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LC01171

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