Chapter 080
2012 -- H 7120
Enacted 05/14/12
A N A C T
RELATING TO
CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS --
PARTNERSHIPS--FILING
Introduced By: Representatives Marcello, and Kennedy
Date Introduced: January 12, 2012
It is enacted by the
General Assembly as follows:
SECTION 1. Section 7-12-59 of the General Laws in Chapter
7-12 entitled
"Partnerships" is
hereby amended to read as follows:
7-12-59.
Applicability to foreign and interstate commerce. --
(a) A partnership,
including a registered limited liability partnership, formed
and existing pursuant to an agreement
governed by this chapter may conduct its business, carry on
its operations and have and exercise
the powers granted by this chapter in any state,
territory, district or possession of the United
States or in any foreign country.
(b) It is the intent of
the general assembly that the legal existence of partnerships,
including registered limited liability partnerships, formed in
this state are recognized outside the
boundaries of this state and that, subject to any reasonable
requirement of registration, a
partnership, including a registered limited liability
partnership, formed pursuant to an agreement
governed by this chapter and transacting business outside this
state is granted the protection of
full faith and credit under the Constitution of the
(c) The liability of
partners in a partnership, including registered limited liability
partnerships, formed and existing pursuant to an agreement
governed by this chapter for the debts
and obligations of the partnership, is at all times
determined exclusively by the laws of this state.
(d) Before transacting
business in this state, a foreign registered limited liability
partnership shall comply with any statutory or administrative
registration or filing requirements
governing the specific type of business in which the
partnership is engaged, and file a notice with
the secretary of state, on any forms that the Secretary
provides, stating:
(1) The name of the
partnership;
(2) The jurisdiction,
the laws of which govern its partnership agreement and under which
it is registered as a limited liability partnership;
(3) The address of its
principal office;
(4) If the
partnership's principal office is not located in this state;
(5) The address of a
registered office and the name and address of a registered agent for
service of process in this state which the partnership shall
be required to maintain;
(6) The names and
addresses of all resident partners in this state;
(7) A brief statement
of the business in which the partnership engages;
(8) Any other
information that the partnership determines to include,
(9) A statement that
the partnership is a registered limited liability partnership. The
notice shall be accompanied by a fee of one thousand dollars
($1,000). The notice is effective for
two (2) years from the date of filing, provided it is
in compliance with section 7-12-56, after
which time the partnership shall file a new notice. The
filing of the notice with the secretary of
state makes it unnecessary to file any other documents
under sections 6-1-1 -- 6-1-4.
(e) The name of a
foreign registered limited liability partnership doing business in this
state shall contain the words "Registered Limited
Liability Partnership" or "L.L.P." or "LLP", or
any other similar words or abbreviation as are required
or authorized by the laws of the state
where the partnership is registered, as the last words or
letters of its name.
(f) The internal
affairs of foreign registered limited liability partnerships, including the
liability of partners for debts, obligations and liabilities of
or chargeable to the partnership or
another partner or partners, are subject to and governed by
the laws of the jurisdiction in which
the foreign registered limited liability partnership is
registered.
SECTION 2. This act shall take effect upon passage.
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LC00453
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