Chapter 124
2022 -- S 2813
Enacted 06/21/2022

A N   A C T
RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- UNIFORM PARTNERSHIP ACT

Introduced By: Senators F Lombardi, Euer, Archambault, Ciccone, Lombardo, and McCaffrey

Date Introduced: March 24, 2022

It is enacted by the General Assembly as follows:
     SECTION 1. Sections 7-12-12, 7-12-13, 7-12-14, 7-12-15, 7-12-16, 7-12-17, 7-12-18, 7-
12-19, 7-12-20, 7-12-21, 7-12-22, 7-12-23, 7-12-24, 7-12-25, 7-12-26, 7-12-27, 7-12-28, 7-12-29,
7-12-30, 7-12-31, 7-12-32, 7-12-33, 7-12-34, 7-12-35, 7-12-36, 7-12-37, 7-12-38, 7-12-39, 7-12-
40, 7-12-41, 7-12-42, 7-12-43, 7-12-44, 7-12-45, 7-12-46, 7-12-47, 7-12-48, 7-12-49, 7-12-50, 7-
12-51, 7-12-52, 7-12-53, 7-12-54, 7-12-55, 7-12-56, 7-12-57, 7-12-58 and 7-12-59 of the General
Laws in Chapter 7-12 entitled "Partnerships" are hereby repealed:
     7-12-12. Short title.
     Sections 7-12-12 - - 7-12-55 may be cited as the "Uniform Partnership Act".
     7-12-13. Definitions.
     In §§ 7-12-12 - - 7-12-59:
     (1) "Bankrupt" includes bankrupt under title 11 of the United States Code (Bankruptcy) or
insolvent under any state insolvent act.
     (2) "Business" includes every trade, occupation, or profession.
     (3) "Conveyance" includes every assignment, lease, mortgage, or encumbrance.
     (4) "Court" includes every court and judge having jurisdiction in the case.
     (5) "Foreign registered limited-liability partnership" means a registered limited-liability
partnership or a limited-liability partnership formed pursuant to an agreement governed by the laws
of another jurisdiction and registered under the laws of that jurisdiction.
     (6) "Person" includes individuals, partnerships, corporations, and other associations.
     (7) "Real property" includes land and any interest or estate in land.
     (8) "Registered limited-liability partnership" means a partnership formed pursuant to an
agreement governed by the laws of this state, registered under § 7-12-56 and in compliance with §
7-12-58.
     7-12-14. Interpretation of knowledge and notice.
     (a) A person has "knowledge" of a fact within the meaning of §§ 7-12-12 - - 7-12-55 not
only when he or she has actual knowledge of it, but also when he or she has knowledge of any other
facts that in the circumstances show bad faith.
     (b) A person has "notice" of a fact within the meaning of §§ 7-12-12 - - 7-12-55 when the
person who claims the benefit of the notice:
     (1) States the fact to the person; or
     (2) Delivers through the mail, or by other means of communication, a written statement of
the fact to the person or to a proper person at his or her place of business or residence.
     7-12-15. Rules of construction.
     (a) The rule that statutes in derogation of the common law are to be strictly construed has
no application to §§ 7-12-12 - - 7-12-55.
     (b) The law of estoppel applies under §§ 7-12-12 - - 7-12-55.
     (c) The law of agency applies under §§ 7-12-12 - - 7-12-55.
     (d) Sections 7-12-12 - - 7-12-55 shall be so interpreted and construed as to effect their
general purpose to make uniform the law of those states which enact them.
     (e) Sections 7-12-12 - - 7-12-55 shall not be construed so as to impair the obligations of
any contract existing on October 1, 1957, nor to affect any action or proceedings or right accrued
before October 1, 1957.
     7-12-16. Rules for cases not provided for.
     In any case not provided for in §§ 7-12-12 - - 7-12-55, the rules of law and equity, including
the law merchant, govern.
     7-12-17. Partnership defined.
     (a) A partnership is an association of two (2) or more persons to carry on as co-owners a
business for profit, and includes a registered limited-liability partnership.
     (b) Any association formed under any other statute of this state, or any statute adopted by
authority, other than the authority of the state, is not a partnership under §§ 7-12-12 - - 7-12-59,
unless the association would have been a partnership in this state prior to May 6, 1957; but §§ 7-
12-12 - - 7-12-59 apply to limited partnerships except insofar as the statutes relating to partnerships
are inconsistent with these provisions.
     7-12-18. Rules for determining the existence of a partnership.
     In determining whether a partnership exists, these rules apply:
     (1) Except as provided by § 7-12-27, persons who are not partners as to each other are not
partners as to third persons.
     (2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common
property, or part ownership does not of itself establish a partnership, whether the co-owners do or
do not share any profits made by the use of the property.
     (3) The sharing of gross returns does not of itself establish a partnership, whether or not
the persons sharing them have a joint or common right or interest in any property from which the
returns are derived.
     (4) The receipt by a person of a share of the profits of a business is prima facie evidence
that he or she is a partner in the business, but no such inference is drawn if profits were received in
payment:
     (i) As a debt by installments or otherwise;
     (ii) As wages of an employee or rent to a landlord;
     (iii) As an annuity to a widow or representative of a deceased partner;
     (iv) As interest on a loan, though the amount of payment vary with the profits of the
business;
     (v) As the consideration for the sale of a good will of a business or other property by
installments or otherwise.
     7-12-19. Partnership property.
     (a) All property originally brought into the partnership stock or subsequently acquired by
purchase or otherwise, on account of the partnership, is partnership property.
     (b) Unless the contrary intention appears, property acquired with partnership funds is
partnership property.
     (c) Any estate in real property may be acquired in the partnership name. Title so acquired
can be conveyed only in the partnership name.
     (d) A conveyance to a partnership in the partnership name, though without words of
inheritance, passes the entire estate of the grantor unless a contrary intent appears.
     7-12-20. Partner agent of partnership as to partnership business.
     (a) Every partner is an agent of the partnership for the purpose of its business, and the act
of every partner, including the execution in the partnership name of any instrument, for apparently
carrying on in the usual way the business of the partnership of which he or she is a member, binds
the partnership, unless the partner so acting has in fact no authority to act for the partnership in the
particular matter, and the person with whom he or she is dealing has knowledge of the fact that he
or she has no authority.
     (b) An act of a partner that is not apparently for the carrying on of the business of the
partnership in the usual way does not bind the partnership unless authorized by the other partners.
     (c) Unless authorized by the other partners or unless they have abandoned the business,
one or more but less than all the partners have no authority to:
     (1) Assign the partnership property in trust for creditors or on the assignee's promise to pay
the debts of the partnership;
     (2) Dispose of the good will of the business;
     (3) Do any other act that would make it impossible to carry on the ordinary business of a
partnership;
     (4) Confess a judgment;
     (5) Submit a partnership claim or liability to arbitration or reference.
     (d) No act of a partner in contravention of a restriction on authority shall bind the
partnership to persons having knowledge of the restriction.
     7-12-21. Conveyance of real property of the partnership.
     (a) Where title to real property is in the partnership name, any partner may convey title to
the property by a conveyance executed in the partnership name; but the partnership may recover
the property unless the partner's act binds the partnership under the provisions of § 7-12-20(a), or
unless the property has been conveyed by the grantee or a person claiming through the grantee to
a holder for value without knowledge that the partner, in making the conveyance, has exceeded his
or her authority.
     (b) Where title to real property is in the name of the partnership, a conveyance executed by
a partner, in his or her own name, passes the equitable interest of the partnership, provided the act
is one within the authority of the partner under the provisions of § 7-12-20(a).
     (c) Where title to real property is in the name of one or more but not all the partners, and
the record does not disclose the right of the partnership, the partners in whose name the title stands
may convey title to the property, but the partnership may recover the property if the partners' act
does not bind the partnership under the provisions of § 7-12-20(a) unless the purchaser or his or
her assignee, is a holder for value, without knowledge.
     (d) Where the title to real property is in the name of one or more or all of the partners, or
in a third person in trust for the partnership, a conveyance executed by a partner in the partnership
name, or in his or her own name, passes the equitable interest of the partnership, provided the act
is one within the authority of the partner under the provision of § 7-12-20(a).
     (e) Where the title to real property is in the names of all the partners a conveyance executed
by all the partners passes all their rights in the property.
     7-12-22. Partnership bound by admission of partner.
     An admission or representation made by any partner concerning partnership affairs within
the scope of his or her authority as conferred by §§ 7-12-12 - - 7-12-55 is evidence against the
partnership.
     7-12-23. Partnership charged with knowledge of or notice to partner.
     Notice to any partner of any matter relating to partnership affairs, and the knowledge of
the partners acting in the particular matter, acquired while a partner or then present to his or her
mind, and the knowledge of any other partner who reasonably could and should have
communicated it to the acting partner, operate as notice to or knowledge of the partnership, except
in the case of a fraud on the partnership committed by or with the consent of that partner.
     7-12-24. Partnership bound by partner's wrongful act.
     Where, by any wrongful act or omission of any partner acting in the ordinary course of the
business of the partnership or with the authority of his or her copartners, loss or injury is caused to
any person, not being a partner in the partnership, or any penalty is incurred, the partnership is
liable for the loss, injury, or penalty to the same extent as the partner acting or omitting to act.
     7-12-25. Partnership bound by partner's breach of trust.
     The partnership is bound to make good the loss:
     (1) Where one partner acting within the scope of his or her apparent authority receives
money or property of a third person and misapplies it; and
     (2) Where the partnership in the course of its business receives money or property of a third
person and the money or property so received is misapplied by any partner while it is in the custody
of the partnership.
     7-12-26. Nature of partner's liability.
     (a) All partners are liable, except as provided in subsection (b):
     (1) Jointly and severally for everything chargeable to the partnership under §§ 7-12-24 and
7-12-25.
     (2) Jointly for all other debts and obligations of the partnership; but any partner may enter
into a separate obligation to perform a partnership contract.
     (b) Subject to subsection (c), a partner in a registered limited-liability partnership is not
liable, directly or indirectly (including by way of indemnification, contribution, assessment or
otherwise), for debts, obligations, and liabilities of, or chargeable to, the partnership whether in
tort, contract, or otherwise, arising while the partnership is a registered limited-liability partnership.
     (c) Subsection (b) does not affect the individual liability of a partner in a registered limited-
liability partnership for his or her own negligence, wrongful acts or misconduct, or that of any
person under that partner's direct supervision and control other than in an administrative capacity.
     (d) A partner in a registered limited-liability partnership is not a proper party in his or her
individual capacity to a proceeding by or against a registered limited-liability partnership, the object
of which is to recover damages or enforce the obligations of the registered limited-liability
partnership, unless the partner is personally liable under subsection (c).
     (e) Notwithstanding any other provisions of this section, the personal liability of a partner
in a limited-liability partnership engaged in the rendering of professional services is not less than
or greater than the personal liability of a shareholder of a professional corporation organized under
chapter 5.1 of this title engaged in the rendering of the same professional services.
     7-12-27. Partner by estoppel.
     (a) When a person, by words spoken or written or by conduct, represents himself or herself,
or consents to another representing him or her to any one, as a partner in an existing partnership or
with one or more persons not actual partners, he or she is liable to any person to whom the
representation has been made, who has, on the faith of the representation, given credit to the actual
or apparent partnership, and if he or she has made a representation or consented to its being made
in a public manner, he or she is liable to the person, whether the representation has or has not been
made or communicated to the person giving credit by or with the knowledge of the apparent partner
making the representation or consenting to its being made.
     (1) When a partnership liability results, he or she is liable as though he or she were an
actual member of the partnership.
     (2) When no partnership liability results, he or she is liable jointly with the other persons,
if any, so consenting to the contract or representation as to incur liability, otherwise separately.
     (b) When a person is represented to be a partner in an existing partnership, or with one or
more persons not actual partners, he or she is an agent of the persons consenting to the
representation to bind them to the same extent and in the same manner as though he or she were a
partner in fact, with respect to persons who rely on the representation. Where all the members of
the existing partnership consent to the representation, a partnership act or obligation results; but in
all other cases it is the joint act or obligation of the person acting and the persons consenting to the
representation.
     7-12-28. Liability of incoming partner.
     A person admitted as a partner into an existing partnership is liable for all the obligations
of the partnership arising before his or her admission as though he or she had been a partner when
the obligations were incurred, except that this liability is satisfied only out of partnership property.
     7-12-29. Rules determining rights and duties of partners.
     The rights and duties of the partners in relation to the partnership are determined, subject
to any agreement between them, by the following rules:
     (1) Each partner is repaid his or her contributions, whether by way of capital or advances
to the partnership property, and shares equally in the profits and surplus remaining after all
liabilities, including those to partners, are satisfied; and except as provided in § 7-12-26(b), each
partner must contribute toward the losses, whether of capital or otherwise, sustained by the
partnership according to his or her share in the profits.
     (2) The partnership must indemnify every partner in respect of payments made and
personal liabilities reasonably incurred by him or her in the ordinary and proper conduct of its
business, or for the preservation of its business or property.
     (3) A partner, who in aid of the partnership makes any payment or advance beyond the
amount of capital that he or she agreed to contribute, is paid interest from the date of the payment
or advance.
     (4) A partner receives interest on the capital contributed by him or her only from the date
when repayment should be made.
     (5) All partners have equal rights in the management and conduct of the partnership
business.
     (6) No partner is entitled to remuneration for acting in the partnership business, except that
a surviving partner is entitled to reasonable compensation for his or her services in winding up the
partnership affairs.
     (7) No person can become a member of a partnership without the consent of all the partners.
     (8) Any difference arising as to ordinary matters connected with the partnership business
may be decided by a majority of the partners; but no act in contravention of any agreement between
the partners may be done rightfully without the consent of all the partners.
     7-12-30. Partnership books.
     The partnership books are kept, subject to any agreement between the partners, at the
principal place of business of the partnership, and every partner shall at all times have access to
and may inspect and copy any of them.
     7-12-31. Duty of partners to render information.
     Partners shall render on demand true and full information of all things affecting the
partnership to any partner or the legal representative of any deceased partner or partner under legal
disability.
     7-12-32. Partner accountable as a fiduciary.
     (a) Every partner must account to the partnership for any benefit, and hold as trustee for it
any profits derived by him or her without the consent of the other partners from any transaction
connected with the formation, conduct, or liquidation of the partnership or from any use by him or
her of its property.
     (b) This section applies also to the representatives of a deceased partner engaged in the
liquidation of the affairs of the partnership as the personal representatives of the last surviving
partner.
     7-12-33. Right to an account.
     Any partner has the right to a formal account as to partnership affairs:
     (1) If he or she is wrongfully excluded from the partnership business or possession of its
property by his or her copartners.
     (2) If the right exists under the terms of any agreement.
     (3) As provided by § 7-12-32.
     (4) Whenever other circumstances render it just and reasonable.
     7-12-34. Continuation of partnership beyond fixed term.
     (a) When a partnership for a fixed term or particular undertaking is continued after the
termination of the term or particular undertaking without any express agreement, the rights and
duties of the partners remain the same as they were at the termination, insofar as is consistent with
a partnership at will.
     (b) A continuation of the business by the partners or those of them who habitually acted in
the partnership during the term, without any settlement or liquidation of the partnership affairs, is
prima facie evidence of a continuation of the partnership.
     7-12-35. Extent of property rights of a partner.
     The property rights of a partner are:
     (1) His or her rights in specific partnership property;
     (2) His or her interest in the partnership; and
     (3) His or her rights to participate in the management.
     7-12-36. Nature of a partner's right in specific partnership property.
     (a) A partner is co-owner with his or her partners of specific partnership property holding
as a tenant in partnership.
     (b) The incidents of this tenancy are such that:
     (1) A partner, subject to the provisions of §§ 7-12-12 - - 7-12-55 and to any agreement
between the partners, has an equal right with his or her partners to possess specific partnership
property for partnership purposes; but he or she has no right to possess the property for any other
purpose without the consent of his or her partners.
     (2) A partner's right in specific partnership property is not assignable, except in connection
with the assignment of rights of all the partners in the same property.
     (3) A partner's right in specific partnership property is not subject to attachment or
execution, except on a claim against the partnership. When partnership property is attached for a
partnership debt, the partners, or any of them, or the representatives of a deceased partner, cannot
claim any right under the exemption laws.
     (4) On the death of a partner, his or her right in specific partnership property vests in the
surviving partner or partners, except where the deceased was the last surviving partner, when his
or her right in the property vests in his or her legal representative. The surviving partner, or partners,
or the legal representative of the last surviving partner, has no right to possess the partnership
property for any but a partnership purpose.
     (5) A partner's right in specific partnership property is not subject to dower, curtesy, or
allowances to widows, heirs, or next of kin.
     7-12-37. Nature of partner's interest in the partnership.
     A partner's interest in the partnership is his or her share of the profits and surplus, and his
or her share of the profits and surplus is personal property.
     7-12-38. Assignment of partner's interest.
     (a) A conveyance by a partner of his or her interest in the partnership does not of itself
dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the
assignee, during the continuance of the partnership, to interfere in the management or
administration of the partnership business or affairs, to require any information or account of
partnership transactions, or to inspect the partnership book. It merely entitles the assignee to
receive, in accordance with his or her contract, the profits to which the assigning partner would
otherwise be entitled.
     (b) In case of a dissolution of the partnership, the assignee is entitled to receive his or her
assignor's interest and may require an account from the date only of the last account agreed to by
all the partners.
     7-12-39. Partner's interest subject to charging order.
     (a) On due application to the superior court by any judgment creditor of a partner, the court
may charge the interest of the debtor partner with payment of the unsatisfied amount of the
judgment debt with interest on it; and may then or later appoint a receiver of his or her share of the
profits, and of any other money due, or to fall due, to him or her in respect of the partnership, and
make all other orders, directions, accounts, and inquiries that the debtor partner might have made,
or that the circumstances of the case require.
     (b) The interest charged may be redeemed at any time before foreclosure, or in case of a
sale being directed by the court, may be purchased without causing a dissolution:
     (1) With separate property, by any one or more of the partners; or
     (2) With partnership property, by any one or more of the partners with the consent of all
the partners whose interests are not so charged or sold.
     (c) Nothing in §§ 7-12-12 - - 7-12-55 deprives a partner of his or her right, if any, under
the exemption laws, regarding his interest in the partnership.
     7-12-40. Dissolution defined.
     The dissolution of a partnership is the change in the relation of the partners caused by any
partner ceasing to be associated in the carrying on as distinguished from the winding up of the
business.
     7-12-41. Partnership not terminated by dissolution.
     On dissolution the partnership is not terminated, but continues until the winding up of
partnership affairs is completed.
     7-12-42. Causes of dissolution.
     Dissolution is caused:
     (1) Without violation of the agreement between the partners:
     (i) By the termination of the definite term or particular undertaking specified in the
agreement;
     (ii) By the express will of any partner when no definite term or particular undertaking is
specified;
     (iii) By the express will of all the partners who have not assigned their interests or suffered
them to be charged for their separate debts, either before or after the termination of any specified
term or particular undertaking;
     (iv) By the expulsion of any partner from the business bona fide in accordance with the
power conferred by the agreement between the partners;
     (2) In contravention of the agreement between the partners, where the circumstances do
not permit a dissolution under any other provision of this section, by the express will of any partner
at any time;
     (3) By any event that makes it unlawful for the business of the partnership to be carried on
or for the members to carry it on in partnership;
     (4) By the death of any partner;
     (5) By the bankruptcy of any partner or the partnership;
     (6) By decree of court under § 7-12-43.
     7-12-43. Dissolution by decree of court.
     (a) On application by or for a partner, the court shall decree a dissolution whenever:
     (1) A partner has been declared mentally incompetent in any judicial proceeding or is
shown to be of unsound mind;
     (2) A partner becomes in any other way incapable of performing his or her part of the
partnership contract;
     (3) A partner has been guilty of any conduct that tends to affect prejudicially the carrying
on of the business;
     (4) A partner willfully or persistently commits a breach of the partnership agreement, or
otherwise so conducts him or herself in matters relating to the partnership business that it is not
reasonably practicable to carry on the business in partnership with him or her;
     (5) The business of the partnership can only be carried on at a loss;
     (6) Other circumstances render a dissolution equitable.
     (b) On the application of the purchaser of a partner's interest under §§ 7-12-38 and 7-12-
39, the court shall decree a dissolution:
     (1) After the termination of the specified term or particular undertaking;
     (2) At any time if the partnership was a partnership at will when the interest was assigned
or when the charging order was issued.
     7-12-44. General effect of dissolution on authority of partner.
     Except insofar as is necessary to wind up partnership affairs or to complete transactions
begun but not then finished, dissolution terminates all authority of any partner to act for the
partnership:
     (1) Regarding the partners:
     (i) When the dissolution is not by the act, bankruptcy, or death of a partner; or
     (ii) When the dissolution is by the act, bankruptcy, or death of a partner, in cases where §
7-12-45 so requires.
     (2) With respect to persons not partners, as declared in § 7-12-46.
     7-12-45. Right of partner to contribution from copartners after dissolution.
     Where the dissolution is caused by the act, death, or bankruptcy of a partner, each partner
is liable to his or her copartners for his or her share of any liability created by any partner acting
for the partnership as if the partnership had not been dissolved, unless:
     (1) The dissolution being by act of any partner, the partner acting for the partnership had
knowledge of the dissolution;
     (2) The dissolution being by the death or bankruptcy of a partner, the partner acting for the
partnership had knowledge or notice of the death or bankruptcy; or
     (3) The liability is for a debt or obligation for which the partner is not liable as provided in
§ 7-12-26(b).
     7-12-46. Power of partner to bind partnership to third persons after dissolution.
     (a) After dissolution, a partner can bind the partnership except as provided in subsection
(c) by:
     (1) Any act appropriate for winding up partnership affairs or completing transactions
unfinished at dissolution;
     (2) Any transaction that would bind the partnership if dissolution had not taken place,
provided the other party to the transaction:
     (i) Had extended credit to the partnership prior to dissolution and had no knowledge or
notice of the dissolution; or
     (ii) Though he or she had not so extended credit, had nevertheless known of the partnership
prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had
not been advertised in a newspaper of general circulation in the place (or in each place if more than
one) at which the partnership business was regularly carried on.
     (b) The liability of a partner under subsection (a)(2) shall be satisfied out of partnership
assets alone, when the partner had been, prior to dissolution:
     (1) Unknown as a partner to the person with whom the contract is made; and
     (2) So far unknown and inactive in partnership affairs that the business reputation of the
partnership could not be said to have been in any degree due to his or her connection with it.
     (c) The partnership is in no case bound by any act of a partner after dissolution where:
     (1) The partnership is dissolved because it is unlawful to carry on the business, unless the
act is appropriate for winding up partnership affairs;
     (2) The partner has become bankrupt; or
     (3) The partner has no authority to wind up partnership affairs, except by a transaction with
one who:
     (i) Had extended credit to the partnership prior to dissolution and had no knowledge or
notice of his or her want of authority; or
     (ii) Had not extended credit to the partnership prior to dissolution, and, having no
knowledge or notice of his or her want of authority, the fact of his or her want of authority has not
been advertised in the manner provided for advertising the fact of dissolution in subsection
(a)(2)(ii).
     (d) Nothing in this section affects the liability under § 7-12-27 of any person who after
dissolution represents him or herself or consents to another representing him or her as a partner in
a partnership engaged in carrying on business.
     7-12-47. Effect of dissolution on partner's existing liability.
     (a) The dissolution of the partnership does not of itself discharge the existing liability of
any partner.
     (b) A partner is discharged from any existing liability upon dissolution of the partnership
by an agreement to that effect between himself or herself, the partnership creditor, and the person
or partnership continuing the business. An agreement may be inferred from the course of dealing
between the creditor having knowledge of the dissolution and the person or partnership continuing
the business.
     (c) Where a person agrees to assume the existing obligations of a dissolved partnership,
the partners whose obligations have been assumed are discharged from any liability to any creditor
of the partnership who, knowing of the agreement, consents to a material alteration in the nature or
time of payment of the obligations.
     (d) The individual property of a deceased partner is liable for those obligations of the
partnership incurred while he or she was a partner and for which he or she is liable under § 7-12-
26, but subject to the prior payment of his or her separate debts.
     7-12-48. Right to wind up.
     Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership
or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the
partnership affairs; provided, that any partner, his or her legal representative, or his or her assignee
may obtain winding up by the court upon cause shown.
     7-12-49. Rights of partners to application of partnership property.
     (a) When dissolution is caused in any way, except in contravention of the partnership
agreement, each partner, as against his or her copartners and all persons claiming through them in
respect of their interests in the partnership, unless otherwise agreed, may have the partnership
property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount
owing to the respective partners. But if dissolution is caused by the expulsion of a bona fide partner
under the partnership agreement, and if the expelled partner is discharged from all partnership
liabilities, either by payment or agreement under § 7-12-47(b), he or she receives in cash only the
net amount due him or her from the partnership.
     (b) When dissolution is caused in contravention of the partnership agreement, the rights of
the partners are as follows:
     (1) Each partner who has not wrongfully caused dissolution has:
     (i) All the rights specified in subsection (a); and
     (ii) The right, as against each partner who has wrongfully caused the dissolution, to
damages for breach of the agreement.
     (2) The partners who have not wrongfully caused the dissolution, if they all desire to
continue the business in the same name, either by themselves or jointly with others, may do so
during the agreed term for the partnership and for that purpose may possess the partnership
property, provided they secure the payment by bond approved by the court, or pay to any partner
who has wrongfully caused the dissolution, the value of his or her interest in the partnership at the
dissolution, less any damages recoverable under subsection (b)(1)(ii), and in like manner indemnify
him or her against all present or future partnership liabilities.
     (3) A partner who has wrongfully caused the dissolution has:
     (i) If the business is not continued under the provisions of subsection (b)(2), all the rights
of a partner under subsection (a), subject to subsection (b)(1)(ii);
     (ii) If the business is continued under subsection (b)(2), the right as against his or her
copartners, and all claiming through them as to their interests in the partnership, to have the value
of his or her interest in the partnership, less any damages caused to his or her copartners by the
dissolution, ascertained and paid to him or her in cash, or the payment secured by bond approved
by the court, and to be released from all existing liabilities of the partnership; but in ascertaining
the value of the partner's interest, the value of the good will of the business is not considered.
     7-12-50. Rights where partnership is dissolved for fraud or misrepresentation.
     Where a partnership contract is rescinded on the ground of the fraud or misrepresentation
of one of the parties to the contract, the party entitled to rescind is, without prejudice to any other
right, entitled to:
     (1) A lien on, or right of retention of, the surplus of the partnership property, after satisfying
the partnership liabilities to third persons, for any sum of money paid by him or her for the purchase
of an interest in the partnership and for any capital or advances contributed by him; and
     (2) Stand, after all liabilities to third persons have been satisfied, in the place of the creditors
of the partnership for any payments made by him or her as to the partnership liabilities; and
     (3) Indemnification by the person guilty of the fraud or making the representation against
all debts and liabilities of the partnership.
     7-12-51. Rules for distribution.
     In settling accounts between the partners after dissolution, the following rules are observed,
subject to any agreement to the contrary:
     (1) The assets of the partnership are:
     (i) The partnership property;
     (ii) The contributions of the partners specified in subdivision (4).
     (2) The liabilities of the partnership rank in order of payment, as follows:
     (i) Those owing to creditors other than partners;
     (ii) Those owing to partners other than for capital and profits;
     (iii) Those owing to partners in respect of capital;
     (iv) Those owing to partners in respect of profits.
     (3) The assets are applied in the order of their declaration in subdivision (1) to the
satisfaction of the liabilities.
     (4) Except as provided in § 7-12-26(b), the partners shall contribute, as provided by § 7-
12-29(1), the amount necessary to satisfy the liabilities; but if any, but not all, of the partners are
insolvent, or not being subject to process, refuse to contribute, the other partners shall contribute
their share of the liabilities, and, in the relative proportions in which they share the profits, the
additional amount necessary to pay the liabilities.
     (5) An assignee for the benefit of creditors of any person appointed by the court has the
right to enforce the contributions specified in subdivision (4).
     (6) Any partner, or his or her legal representative, has the right to enforce the contributions
specified in subdivision (4), to the extent of the amount that he or she has paid in excess of his or
her share.
     (7) The individual property of a deceased partner is liable for the contributions specified in
subdivision (4).
     (8) When partnership property and the individual properties of the partners are in
possession of a court for distribution, partnership creditors have priority on partnership property
and separate creditors on individual property, saving the rights of lien or secured creditors as
previously.
     (9) Where a partner has become bankrupt, or his or her estate is insolvent, the claims against
his or her separate property rank in the following order:
     (i) Those owing to separate creditors;
     (ii) Those owing to partnership creditors;
     (iii) Those owing to partners by way of contribution.
     7-12-52. Liability of persons continuing the business in certain cases.
     (a) When any new partner is admitted into an existing partnership, or when any partner
retires and assigns (or the representative of the deceased partner assigns) his or her rights in
partnership property to two (2) or more of the partners, or to one or more of the partners, and one
or more third persons, if the business is continued without liquidation of the partnership affairs,
creditors of the first or dissolved partnership are also creditors of the partnership continuing the
business.
     (b) When all but one partner retire and assign (or the representative of the deceased partner
assigns) their rights in partnership property to the remaining partner, who continues the business
without liquidation of partnership affairs, either alone or with others, creditors of the dissolved
partnership are also creditors of the person or partnership continuing the business.
     (c) When any partner retires or dies and the business of the dissolved partnership is
continued as described in subsections (a) and (b), with the consent of the retired partners or the
representative of the deceased partner, but without any assignment of his or her right in partnership
property, rights of creditors of the dissolved partnership and of the creditors of the person or
partnership continuing the business are as if the assignment had been made.
     (d) When all the partners or their representatives assign their rights in partnership property
to one or more third persons who promise to pay the debts and who continue the business of the
dissolved partnerships, creditors of the dissolved partnerships are also creditors of the person or
partnership continuing the business.
     (e) When any partner wrongfully causes a dissolution and the remaining partners continue
the business under the provision of § 7-12-49(b)(2), either alone or with others, and without
liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the
person or partnership continuing the business.
     (f) When a partner is expelled and the remaining partners continue the business either alone
or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership
are also creditors of the person or partnership continuing the business.
     (g) The liability of a third person becoming a partner in the partnership continuing the
business, under this section, to the creditors of the dissolved partnership is satisfied out of
partnership property only.
     (h) When the business of a partnership after dissolution is continued under any conditions
described in this section, the creditors of the dissolved partnership, as against the separate creditors
of the retiring or deceased partner or the representative of the deceased partner, have a prior right
to any claim of the retired partner or the representative of the deceased partner against the person
or partnership continuing the business, on account of the retired or deceased partner's interest in the
dissolved partnership or on account of any consideration promised for the interest or for his or her
right in partnership property.
     (i) Nothing in this section can be held to modify any right of creditors to set aside any
assignment on the ground of fraud.
     (j) The use by the person or partnership continuing the business of the partnership name,
or the name of a deceased partner as part of it, does not of itself make the individual property of
the deceased partner liable for any debts contracted by the person or partnership.
     7-12-53. Rights of retiring or estate of deceased partner when the business is
continued.
     When any partner retires or dies, and the business is continued under any of the conditions
described in subsection (a), (b), (c), (e) or (f) of § 7-12-52, or § 7-12-49(b)(2), without any
settlement of accounts as between him or her or his or her estate and the person or partnership
continuing the business, unless otherwise agreed, he or she or his or her legal representative as
against the persons or partnership may have the value of his or her interest at the date of dissolution
ascertained, and shall receive as an ordinary creditor an amount equal to the value of his or her
interest in the dissolved partnership with interest, or, at his or her option or at the option of his or
her legal representative, in lieu of interest, the profits attributable to the use of his or her right in
the property of the dissolved partnership; provided, that the creditors of the dissolved partnership
as against the separate creditors, or the representative of the retired or deceased partner, have
priority on any claim arising under this section as provided by § 7-12-52(h).
     7-12-54. Accrual of actions.
     The right to an account of his or her interest accrues to any partner, or his or her legal
representative, as against the winding up partners or the surviving partners or the person or
partnership continuing the business, at the date of dissolution, in the absence of any agreement to
the contrary.
     7-12-55. Other laws preserved.
     Nothing contained in §§ 7-12-12 - - 7-12-55 affects the provisions of §§ 7-12-1 - - 7-12-11
or of chapter 13 of this title.
     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 that 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 shall be 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 shall be accompanied by a fee of one hundred fifty dollars ($150) for
each partnership's initial filing.
     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-day (60) 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 that is a successor to the registered limited-
liability partnership and that 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 that 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.
     7-12-57. Name of registered limited-liability partnerships.
     (a) The name of a registered limited-liability partnership contains the words "registered
limited-liability partnership" or the abbreviation "L.L.P" or "LLP" as the last words or letters of its
name.
     (b) The name shall be distinguishable upon the records of the secretary of state from the
name of any domestic for-profit or nonprofit corporation, or any domestic limited partnership, or
any domestic limited-liability company or any registered limited-liability partnership existing
under the laws of the state, or the name of any foreign for-profit or nonprofit corporation, or foreign
limited partnership, or foreign limited-liability company, or foreign registered limited-liability
partnership authorized to transact business in this state, or a name the exclusive right to which is,
at the time filed, reserved or registered in the manner provided under this title, subject to the
following:
     (1) This provision does not apply if the applicant files with the secretary of state a certified
copy of a final decree of a court of competent jurisdiction establishing the prior right of the
applicant to the use of the name in this state; and
     (2) The name may be the same as the name of a corporation, or limited-liability company,
or registered limited-liability partnership, the certificate of incorporation, authority, organization,
or registration of which has been revoked by the secretary of state as permitted by law and the
revocation has not been withdrawn within one year from the date of the revocation.
     (3) Words and/or abbreviations that are required by statute to identify the particular type
of business entity shall be disregarded when determining if a name is distinguishable upon the
records of the secretary of state.
     (4) The secretary of state shall promulgate rules and regulations defining the term
"distinguishable upon the record" for the administration of this chapter.
     7-12-58. Insurance or financial responsibility of registered limited-liability
partnerships.
     (a) A registered limited-liability partnership that is to perform professional services as
defined in § 7-5.1-2 shall carry, if reasonably available, liability insurance of a kind that is designed
to cover the kinds of negligence, wrongful acts, or misconduct for which liability is limited by § 7-
12-26(b). The insurance shall be in the aggregate amount of fifty thousand dollars ($50,000)
multiplied by the number of professional employees of the registered limited-liability partnership
as of the policy anniversary date; provided, that in no case shall the coverage be less than one
hundred thousand dollars ($100,000) but in no event shall the necessary coverage exceed a
maximum of five hundred thousand dollars ($500,000); provided, further, that any policy for
insurance coverage may include a deductible provision in any amount not to exceed twenty-five
thousand dollars ($25,000) for each claim multiplied by the number of professional employees of
the limited-liability partnership as of the date of the issuance of the policy. The policy or policies
of insurance may be subject to any terms, conditions, exclusions and endorsements that are
typically contained in policies of this type.
     (b) If, in any proceeding, compliance by a partnership with the requirements of subsection
(a) is disputed:
     (1) That issue is determined by the court, and
     (2) The burden of proof of compliance is on the person who claims the limitation of liability
in § 7-12-26(b).
     (c) If a registered limited-liability partnership is in compliance with the requirements of
subsection (a), the requirements of this section shall not be admissible or in any way be made
known to a jury in determining an issue of liability for or extent of the debt or obligation or damages
in question.
     (d) Insurance is reasonably available for the purpose of subsection (a) if, at the time that
the coverage would apply to the negligence, wrongful acts, or misconduct in question, it was
reasonably available to similar types of partnerships through the admitted or eligible surplus lines
market.
     (e) A registered limited-liability partnership is considered to be in compliance with
subsection (a) if the partnership provides five hundred thousand dollars ($500,000) of funds
specifically designated and segregated for the satisfaction of judgments against the partnership
based on the forms of negligence, wrongful acts, and misconduct for which liability is limited by §
7-12-26(b) by:
     (1) Deposit in trust or in bank escrow of cash, bank certificates of deposit, or United States
Treasury obligations; or
     (2) A bank letter of credit or insurance company bonds.
     (f) To the extent that a partnership maintains liability insurance or segregated funds
pursuant to the laws or regulations of another jurisdiction, the liability insurance or segregated
funds are deemed to satisfy this section if the amount hereof is equal to or greater than the amount
specified in subsection (a) or (e).
     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 United States.
     (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 that 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, 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 §§ 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. Title 7 of the General Laws entitled "CORPORATIONS, ASSOCIATIONS,
AND PARTNERSHIPS" is hereby amended by adding thereto the following chapter:
CHAPTER 12.1
UNIFORM PARTNERSHIP ACT
ARTICLE 1
GENERAL PROVISIONS
     7-12.1-101. Short title.
     This chapter shall be known and may be cited as "The Uniform Partnership Act".
     7-12.1-102. Definitions.
     As used in this chapter:
     (1) "Business" includes every trade, occupation, and profession.
     (2) "Contribution", except in the phrase "right of contribution", means property or a benefit
described in § 7-12.1-403 which is provided by a person to a partnership to become a partner or in
the person's capacity as a partner.
     (3) "Debtor in bankruptcy" means a person that is the subject of:
     (i) An order for relief under Title 11 of the United States Code or a comparable order under
a successor statute of general application; or
     (ii) A comparable order under federal, state, or foreign law governing insolvency.
     (4) "Delivering/delivered" means either physically transferring a paper document to the
secretary of state or transferring a document to the secretary of state by electronic transmission
through a medium provided and authorized by the secretary of state.
     (5) "Distribution" means a transfer of money or other property from a partnership to a
person on account of a transferable interest or in a person's capacity as a partner. The term:
     (i) Includes:
     (A) A redemption or other purchase by a partnership of a transferable interest; and
     (B) A transfer to a partner in return for the partner's relinquishment of any right to
participate as a partner in the management or conduct of the partnership's business or have access
to records or other information concerning the partnership's business; and
     (ii) Does not include amounts constituting reasonable compensation for present or past
service or payments made in the ordinary course of business under a bona fide retirement plan or
other bona fide benefits program.
     (6) "Electronic transmission" means any form of communication, not directly involving
the physical transmission of paper, that creates a record that may be retained, retrieved, and
reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a
recipient through an automated process.
     (7) "Foreign limited-liability partnership" means a foreign partnership whose partners have
limited-liability for the debts, obligations, or other liabilities of the foreign partnership under a
provision similar to § 7-12.1-306(c).
     (8) "Foreign partnership" means an unincorporated entity formed under the law of a
jurisdiction other than this state which would be a partnership if formed under the law of this state.
The term includes a foreign limited-liability partnership.
     (9) "Jurisdiction", used to refer to a political entity, means the United States, a state, a
foreign country, or a political subdivision of a foreign country.
     (10) "Jurisdiction of formation" means the jurisdiction whose law governs the internal
affairs of an entity.
     (11) "Limited-liability partnership", except in the phrase "foreign limited-liability
partnership" and in Article 11 of this chapter, means a partnership that has filed a statement of
qualification under § 7-12.1-901 and does not have a similar statement in effect in any other
jurisdiction.
     (12) "Partner" means a person that:
     (i) Has become a partner in a partnership under § 7-12.1-402 or was a partner in a
partnership when the partnership became subject to this chapter under § 7-12.1-110; and
     (ii) Has not dissociated as a partner under § 7-12.1-601.
     (13) "Partnership", except in Article 11 of this chapter, means an association of two (2) or
more persons to carry on as co-owners of a business for profit formed under this chapter or that
becomes subject to this chapter under Article 11 of this chapter or § 7-12.1-110. The term includes
a limited-liability partnership.
     (14) "Partnership agreement" means the agreement, whether or not referred to as a
partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all
the partners of a partnership concerning the matters described in § 7-12.1-105. The term includes
the agreement as amended or restated.
     (15) "Partnership at will" means a partnership in which the partners have not agreed to
remain partners until the expiration of a definite term or the completion of a particular undertaking.
     (16) "Person" means an individual, business corporation, nonprofit corporation,
partnership, limited partnership, limited-liability company, general cooperative association, limited
cooperative association, unincorporated nonprofit association, statutory trust, business trust,
common-law business trust, estate, trust, association, joint venture, public corporation, government
or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
     (17) "Principal office" means the principal executive office of a partnership or a foreign
limited-liability partnership, whether or not the office is located in this state.
     (18) "Property" means all property, whether real, personal, or mixed or tangible or
intangible, or any right or interest therein.
     (19) "Record", used as a noun, means information that is inscribed on a tangible medium
or that is stored in an electronic or other medium and is retrievable in perceivable form.
     (20) "Registered agent" means an agent of a limited-liability partnership or foreign limited-
liability partnership which is authorized to receive service of any process, notice, or demand
required or permitted by law to be served on the partnership.
     (21) "Registered foreign limited-liability partnership" means a foreign limited-liability
partnership that is registered to do business in this state pursuant to a statement of registration filed
with the secretary of state.
     (22) "Sign" means, with present intent to authenticate or adopt a record:
     (i) To execute or adopt a tangible symbol; or
     (ii) To attach to or logically associate with the record an electronic symbol, sound, or
process.
     (23) "Signature" or "signed" or "executed" means an original signature, facsimile, or an
electronically transmitted signature submitted through a medium provided and authorized by the
secretary of state.
     (24) "State" means a state of the United States, the District of Columbia, Puerto Rico, the
United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the
United States.
     (25) "Transfer" includes:
     (i) An assignment;
     (ii) A conveyance;
     (iii) A sale;
     (iv) A lease;
     (v) An encumbrance, including a mortgage or security interest;
     (vi) A gift; and
     (vii) A transfer by operation of law.
     (26) "Transferable interest" means the right, as initially owned by a person in the person's
capacity as a partner, to receive distributions from a partnership, whether or not the person remains
a partner or continues to own any part of the right. The term applies to any fraction of the interest,
by whomever owned.
     (27) "Transferee" means a person to which all or part of a transferable interest has been
transferred, whether or not the transferor is a partner.
     7-12.1-103. Knowledge; Notice.
     (a) A person knows a fact if the person:
     (1) Has actual knowledge of it; or
     (2) Is deemed to know it under subsection (d)(1) of this section or law other than this
chapter.
     (b) A person has notice of a fact if the person:
     (1) Has reason to know the fact from all the facts known to the person at the time in
question; or
     (2) Is deemed to have notice of the fact under subsection (d)(2) of this section.
     (c) Subject to § 7-12.1-117(f), a person notifies another person of a fact by taking steps
reasonably required to inform the other person in ordinary course, whether or not those steps cause
the other person to know the fact.
     (d) A person not a partner is deemed:
     (1) To know of a limitation on authority to transfer real property as provided in § 7-12.1-
303(g); and
     (2) To have notice of:
     (i) A person's dissociation as a partner ninety (90) days after a statement of dissociation
under § 7-12.1-704 becomes effective; and
     (ii) A partnership's:
     (A) Dissolution ninety (90) days after a statement of dissolution under § 7-12.1-802
becomes effective;
     (B) Termination ninety (90) days after a statement of termination under § 7-12.1-802
becomes effective; and
     (C) Participation in a merger, interest exchange, conversion, or domestication, ninety (90)
days after articles of merger, interest exchange, conversion, or domestication under Article 11 of
this chapter become effective.
     (e) A partner's knowledge or notice of a fact relating to the partnership is effective
immediately as knowledge of or notice to the partnership, except in the case of a fraud on the
partnership committed by or with the consent of that partner.
     7-12.1-104. Governing law.
     The internal affairs of a partnership and the liability of a partner as a partner for a debt,
obligation, or other liability of the partnership are governed by:
     (1) In the case of a limited-liability partnership, the law of this state; and
     (2) In the case of a partnership that is not a limited-liability partnership, the law of the
jurisdiction in which the partnership has its principal office.
     7-12.1-105. Partnership agreement; Scope, Function, and Limitations.
     (a) Except as otherwise provided in subsections (c) and (d) of this section, the partnership
agreement governs:
     (1) Relations among the partners as partners and between the partners and the partnership;
     (2) The business of the partnership and the conduct of that business; and
     (3) The means and conditions for amending the partnership agreement.
     (b) To the extent the partnership agreement does not provide for a matter described in
subsection (a) of this section, this chapter governs the matter.
     (c) A partnership agreement may not:
     (1) Vary the law applicable under § 7-12.1-104(1);
     (2) Vary the provisions of § 7-12.1-110;
     (3) Vary the provisions of § 7-12.1-307;
     (4) Unreasonably restrict the duties and rights under § 7-12.1-408, but the partnership
agreement may impose reasonable restrictions on the availability and use of information obtained
under that section and may define appropriate remedies, including liquidated damages, for a breach
of any reasonable restriction on use;
     (5) Alter or eliminate the duty of loyalty or the duty of care, except as otherwise provided
in subsection (d) of this section;
     (6) Eliminate the contractual obligation of good faith and fair dealing under § 7-12.1-
409(d), but the partnership agreement may prescribe the standards, if not manifestly unreasonable,
by which the performance of the obligation is to be measured;
     (7) Unreasonably restrict the right of a person to maintain an action under § 7-12.1-410(b);
     (8) Relieve or exonerate a person from liability for conduct involving bad faith, willful or
intentional misconduct, or knowing violation of law;
     (9) Vary the power of a person to dissociate as a partner under § 7-12.1-602(a), except to
require that the notice under § 7-12.1-601(1) to be in a record;
     (10) Vary the grounds for expulsion specified in § 7-12.1-601(5);
     (11) Vary the causes of dissolution specified in § 7-12.1-801(4) or (5);
     (12) Vary the requirement to wind up the partnership's business as specified in § 7-12.1-
802(a), (b)(1), and (d);
     (13) Vary the right of a partner under § 7-12.1-901(f) to vote on or consent to a cancellation
of a statement of qualification;
     (14) Vary the right of a partner to approve a merger, interest exchange, conversion, or
domestication under §§ 7-12.1-11.23(a)(2), 7-12.1-11.33(a)(2), 7-12.1-11.43(a)(2), or 7-12.1-
11.53(a)(2);
     (15) Vary the required contents of a plan of merger under § 7-12.1-11.22(a), plan of interest
exchange under § 7-12.1-11.32(a), plan of conversion under § 7-12.1-11.42(a), or plan of
domestication under § 7-12.1-11.52(a);
     (16) Vary any requirement, procedure, or other provision of this chapter pertaining to:
     (i) Registered agents; or
     (ii) The secretary of state, including provisions pertaining to records authorized or required
to be filed with the secretary of state under this chapter; or
     (17) Except as otherwise provided in §§ 7-12.1-106 and 7-12.1-107(b), restrict the rights
under this chapter of a person other than a partner.
     (d) Subject to subsection (c)(8) of this section, without limiting other terms that may be
included in a partnership agreement, the following rules apply:
     (1) The partnership agreement may:
     (i) Specify the method by which a specific act or transaction that would otherwise violate
the duty of loyalty may be authorized or ratified by one or more disinterested and independent
persons after full disclosure of all material facts; and
     (ii) Alter the prohibition in § 7-12.1-406(a)(2) to the extent the prohibition requires only
that the partnership's total assets not be less than the sum of its total liabilities.
     (2) To the extent the partnership agreement expressly relieves a partner of a responsibility
that the partner would otherwise have under this chapter and imposes the responsibility on one or
more other partners, the agreement also may eliminate or limit any fiduciary duty of the partner
relieved of the responsibility which would have pertained to the responsibility.
     (3) If not manifestly unreasonable, the partnership agreement may:
     (i) Alter or eliminate the aspects of the duty of loyalty stated in § 7-12.1-409(b);
     (ii) Identify specific types or categories of activities that do not violate the duty of loyalty;
     (iii) Alter the duty of care, but may not authorize conduct involving bad faith, willful or
intentional misconduct, or knowing violation of law; and
     (iv) Alter or eliminate any other fiduciary duty.
     (e) The court shall decide as a matter of law whether a term of a partnership agreement is
manifestly unreasonable under subsection (c)(6) or (d)(3) of this section. The Providence County
superior court:
     (1) Shall make its determination as of the time the challenged term became part of the
partnership agreement and by considering only circumstances existing at that time; and
     (2) May invalidate the term only if, in light of the purposes and business of the partnership,
it is readily apparent that:
     (i) The objective of the term is unreasonable; or
     (ii) The term is an unreasonable means to achieve the term's objective.
     7-12.1-106. Partnership agreement -- Effect on partnership and person becoming
partner -- Preformation agreement.
     (a) A partnership is bound by and may enforce the partnership agreement, whether or not
the partnership has itself manifested assent to the agreement.
     (b) A person that becomes a partner is deemed to assent to the partnership agreement.
     (c) Two (2) or more persons intending to become the initial partners of a partnership may
make an agreement providing that upon the formation of the partnership the agreement will become
the partnership agreement.
     7-12.1-107. Partnership agreement -- Effect on third parties and relationship to
records effective on behalf of partnership.
     (a) A partnership agreement may specify that its amendment requires the approval of a
person that is not a party to the agreement or the satisfaction of a condition. An amendment is
ineffective if its adoption does not include the required approval or satisfy the specified condition.
     (b) The obligations of a partnership and its partners to a person in the person's capacity as
a transferee or person dissociated as a partner are governed by the partnership agreement. Subject
only to a court order issued under § 7-12.1-504(b)(2) to effectuate a charging order, an amendment
to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
     (1) Is effective with regard to any debt, obligation, or other liability of the partnership or
its partners to the person in the person's capacity as a transferee or person dissociated as a partner;
and
     (2) Is not effective to the extent the amendment:
     (i) Imposes a new debt, obligation, or other liability on the transferee or person dissociated
as a partner; or
     (ii) Prejudices the rights under § 7-12.1-701 of a person that dissociated as a partner before
the amendment was made.
     (c) If a record delivered by a partnership to the secretary of state for filing becomes
effective and contains a provision that would be ineffective under §§ 7-12.1-105(c) or 7-12.1-
105(d)(3) if contained in the partnership agreement, the provision is ineffective in the record.
     (d) Subject to subsection (c) of this section, if a record delivered by a partnership to the
secretary of state for filing becomes effective and conflicts with a provision of the partnership
agreement:
     (1) The agreement prevails as to partners, persons dissociated as partners, and transferees;
and
     (2) The record prevails as to other persons to the extent they reasonably rely on the record.
     7-12.1-108. Signing of records to be delivered for filing to secretary of state.
     (a) A record filed with the secretary of state pursuant to this chapter must be signed as
follows:
     (1) Except as otherwise provided in subsections (a)(2) and (a)(3) of this section, a record
signed by a partnership must be signed by a person authorized by the partnership.
     (2) A record filed on behalf of a dissolved partnership that has no partner must be signed
by the person winding up the partnership's business under § 7-12.1-802(c) or a person appointed
under § 7-12.1-802(d) to wind up the business.
     (3) A statement of denial by a person under § 7-12.1-304 must be signed by that person.
     (4) Any other record delivered on behalf of a person to the secretary of state for filing must
be signed by that person.
     (b) A record filed under this chapter may be signed by an agent. Whenever this chapter
requires a particular individual to sign a record and the individual is deceased or incompetent, the
record may be signed by a legal representative of the individual.
     (c) A person that signs a record as an agent or legal representative affirms as a fact that the
person is authorized to sign the record.
     7-12.1-109. Liability for inaccurate information in filed record.
     (a) If a record filed with the secretary of state under this chapter and filed by the secretary
of state contains inaccurate information, a person that suffers loss by reliance on the information
may recover damages for the loss from:
     (1) A person that signed the record, or caused another to sign it on the person's behalf, and
knew the information to be inaccurate at the time the record was signed; and
     (2) Subject to subsection (b) of this section, a partner if:
     (i) The record was delivered for filing on behalf of the partnership; and
     (ii) The partner knew or had notice of the inaccuracy for a reasonably sufficient time before
the information was relied upon so that, before the reliance, the partner reasonably could have:
     (A) Effected an amendment under § 7-12.1-901(f);
     (B) Filed a petition under § 7-12.1-112; or
     (C) Filed with the secretary of state a statement of change under § 7-12.1-909 or a statement
of correction under § 7-12.1-116.
     (b) To the extent the partnership agreement expressly relieves a partner of responsibility
for maintaining the accuracy of information contained in records delivered on behalf of the
partnership to the secretary of state for filing under this chapter and imposes that responsibility on
one or more other partners, the liability stated in subsection (a)(2) of this section applies to those
other partners and not to the partner that the partnership agreement relieves of the responsibility.
     (c) An individual who signs a record authorized or required to be filed under this chapter
affirms under penalty of perjury that the information stated in the record is accurate.
     7-12.1-110. Application to existing relationships.
     (a) This chapter governs only:
     (1) A partnership formed on or after January 1, 2023; and
     (2) Except as otherwise provided in subsection (c) of this section, a partnership formed
before January 1, 2023, which elects, in the manner provided in its partnership agreement or by law
for amending the partnership agreement, to be subject to this chapter.
     (b) Except as otherwise provided in subsection (c) of this section, on and after January 1,
2023, this chapter governs all partnerships.
     (c) With respect to a partnership that elects pursuant to subsection (a)(2) of this section to
be subject to this chapter, after the election takes effect the provisions of this chapter relating to the
liability of the partnership's partners to third parties apply to:
     (1) A third party that had not done business with the partnership in the year before the
election took effect; and
     (2) A third party that had done business with the partnership in the year before the election
took effect only if the third party knows or has been notified of the election.
     7-12.1-110.1. Election of existing limited-liability partnerships.
     (a) With respect to a limited-liability partnership that elects pursuant to §7-12.1-110 (a)(2)
to be subject to this chapter, the partnership must deliver to the secretary of state a statement
approved in the manner required by § 7-12.1-901(b). The statement must contain:
     (1) The name of the limited-liability partnership;
     (2) A statement that the partnership is a limited-liability partnership and elects to comply
with the provisions of chapter 12.1 of title 7;
     (3) A statement that the partnership’s status as a limited-liability partnership is perpetual
and remains effective, regardless of changes to the partnership, until it is canceled or
administratively revoked pursuant to the provision provisions of chapter 12.1 of title 7;
     (4) The name and street address in this state of the partnership’s registered agent.
     (b) Prior to the effective date of this chapter outlined in § 7-12.1-110(b), a limited-liability
partnership may renew its registration pursuant to § 7-12-56(e). Upon the effective date of this
chapter, to maintain its status as a limited-liability partnership, the following actions must be taken:
     (1) A designation of a registered agent must be recorded with the secretary of state; and
     (2) At the time prescribed, the limited-liability partnership must file an annual report in
accordance with the provisions of § 7-12.1-913.
     7-12.1-111. Delivery of record.
     (a) Except as otherwise provided in this chapter, permissible means of delivery of a record
include delivery by hand, mail, conventional commercial practice, and electronic transmission.
     (b) Delivery to the secretary of state is effective only when a record is received by the
secretary of state.
     7-12.1-112. Signing and filing pursuant to judicial order.
     (a) If a person required by this chapter to sign a record or deliver a record to the secretary
of state for filing under this chapter does not do so, any other person that is aggrieved may petition
the superior court to order:
     (1) The person to sign the record;
     (2) The person to deliver the record to the secretary of state for filing; or
     (3) The secretary of state to file the record unsigned.
     (b) If a petitioner under subsection (a) of this section is not the partnership or foreign
limited-liability partnership to which the record pertains, the petitioner shall make the partnership
or foreign partnership a party to the action.
     (c) A record filed under subsection (a)(3) of this section is effective without being signed.
     7-12.1-113. Filing requirements.
     (a) To be filed by the secretary of state pursuant to this chapter, a record must be received
by the secretary of state, comply with this chapter, and satisfy the following:
     (1) The filing of the record must be required or permitted by this chapter;
     (2) The record must be physically delivered in written form unless and to the extent the
secretary of state permits electronic delivery of records;
     (3) The words in the record must be in English, and numbers must be in Arabic or Roman
numerals, but the name of an entity need not be in English if written in English letters or Arabic or
Roman numerals;
     (4) The record must be signed by a person authorized or required under this chapter to sign
the record; and
     (5) The record must state the name and capacity, if any, of each individual who signed it,
either on behalf of the individual or the person authorized or required to sign the record, but need
not contain a seal, attestation, acknowledgment, or verification.
     (b) If any law other than this chapter prohibits the disclosure by the secretary of state of
information contained in a record filed with the secretary of state, the secretary of state shall file
the record if the record otherwise complies with this chapter but may redact the information.
     (c) When a record is filed with the secretary of state, any fee required under this chapter
and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this
chapter must be paid in a manner permitted by the secretary of state or by that law.
     (d) The secretary of state may require that a record delivered in written form be
accompanied by an identical or conformed copy.
     (e) The secretary of state may provide forms for filings required or permitted to be made
by this chapter, but, except as otherwise provided in this section, their use is not required.
     (f) The secretary of state may require that a cover sheet for a filing be on a form prescribed
by the secretary of state.
     7-12.1-114. Effective date and time.
     Except as otherwise provided in § 7-12.1-115 and subject to § 7-12.1-116(c), a record filed
under this chapter is effective:
     (1) On the date and at the time of its filing by the secretary of state, as provided in § 7-
12.1-117(b);
     (2) On the date of filing and at the time specified in the record as its effective time, if later
than the time under subsection (1) of this section;
     (3) At a specified delayed effective date and time, which may not be more than ninety (90)
days after the date of filing; or
     (4) If a delayed effective date is specified, but no time is specified, at one minute past
twelve am (12:01 a.m.) on the date specified, which may not be more than ninety (90) days after
the date of filing.
     7-12.1-115. Withdrawal of filed record before effectiveness.
     (a) Except as otherwise provided in §§ 7-12.1-11.24, 7-12.1-11.34, 7-12.1-11.44, and 7-
12.1-11.54, a record filed with the secretary of state may be withdrawn before it takes effect by
delivering to the secretary of state for filing a statement of withdrawal.
     (b) A statement of withdrawal must:
     (1) Be signed by each person that signed the record being withdrawn, except as otherwise
agreed by those persons;
     (2) Identify the record to be withdrawn; and
     (3) If signed by fewer than all the persons that signed the record being withdrawn, state
that the record is withdrawn in accordance with the agreement of all the persons that signed the
record.
     (c) On filing by the secretary of state of a statement of withdrawal, the action or transaction
evidenced by the original record does not take effect.
     7-12.1-116. Correcting filed record.
     (a) A person on whose behalf a filed record was filed with the secretary of state may correct
the record if:
     (1) The record at the time of filing was inaccurate;
     (2) The record was defectively signed; or
     (3) The electronic transmission of the record to the secretary of state was defective.
     (b) To correct a filed record, a person on whose behalf the record was delivered to the
secretary of state must deliver to the secretary of state for filing a statement of correction.
     (c) A statement of correction:
     (1) May not state a delayed effective date;
     (2) Must be signed by the person correcting the filed record;
     (3) Must identify the filed record to be corrected;
     (4) Must specify the inaccuracy or defect to be corrected; and
     (5) Must correct the inaccuracy or defect.
     (d) A statement of correction is effective as of the effective date of the filed record that it
corrects except for purposes of § 7-12.1-103(d) and as to persons relying on the uncorrected filed
record and adversely affected by the correction. For those purposes and as to those persons, the
statement of correction is effective when filed.
     7-12.1-117. Duty of secretary of state to file -- Review of refusal to file -- Delivery of
record by secretary of state.
     (a) The secretary of state shall file a record filed with the secretary of state which satisfies
this chapter. The duty of the secretary of state under this section is ministerial.
     (b) When the secretary of state files a record, the secretary of state shall record it as filed
on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver
to the person that submitted the record a copy of the record with an acknowledgment of the date
and time of filing and, in the case of a statement of denial, also to the partnership to which the
statement pertains.
     (c) If the secretary of state refuses to file a record, the secretary of state shall, not later than
ten (10) business days after the record is delivered:
     (1) Return the record or notify the person that submitted the record of the refusal; and
     (2) Provide a brief explanation in a record of the reason for the refusal.
     (d) If the secretary of state refuses to file a record, the person that submitted the record may
petition the superior court to compel filing of the record. The record and the explanation of the
secretary of state of the refusal to file must be attached to the petition. The Providence County
superior court may decide the matter in a summary proceeding.
     (e) The filing of or refusal to file a record does not:
     (1) Affect the validity or invalidity of the record in whole or in part; or
     (2) Create a presumption that the information contained in the record is correct or incorrect.
     (f) Except as otherwise provided by § 7-12.1-909 or by law other than this chapter, the
secretary of state may deliver any record to a person by delivering it:
     (1) In person to the person that submitted it;
     (2) To the address of the person's registered agent;
     (3) To the principal office of the person;
     (4) To an electronic address the person provides to the secretary of state for delivery; or
     (5) By providing, at no cost to the filer, access to a downloadable copy of the record from
the secretary of state’s online corporate database.
     (g) Notwithstanding that any instrument authorized to be filed with the secretary of state
under this chapter is when filed inaccurately, defectively or erroneously executed, sealed or
acknowledged, or otherwise defective in any respect, the secretary of state has no liability to any
individual for the preclearance for filing, the acceptance for filing or the filing and indexing of such
instrument by the secretary of state.
     7-12.1-117.1. Fees for filing documents and issuing certificates.
     The secretary of state shall charge and collect for:
     (1) Filing a statement of partnership authority, one hundred dollars ($100);
     (2) Filing a statement of amendment or cancellation of partnership authority, fifty dollars
($50.00);
     (3) Filing a statement of denial of partnership authority, fifty dollars ($50.00);
     (4) Filing a statement of dissociation, ten dollars ($10.00);
     (5) Filing an application to reserve a partnership name, fifty dollars ($50.00);
     (6) Filing a notice of transfer of a reserved partnership name, fifty dollars ($50.00);
     (7) Filing a statement of change of registered agent, twenty dollars ($20.00);
     (8) Filing a statement of change of name or address only for a registered agent, without
fee;
     (9) Filing a statement of qualification for a limited-liability partnership, one hundred fifty
dollars ($150)
     (10) Filing a statement of amendment or cancellation of a limited-liability partnership, fifty
dollars ($50.00);
     (11) Filing a fictitious business name statement for a limited-liability partnership, fifty
dollars ($50.00)
     (12) Filing an application of registration for a foreign limited-liability partnership, one
hundred fifty dollars ($150);
     (13) Filing an amendment to an application of registration for a foreign limited-liability
partnership, fifty dollars ($50.00)
     (14) Filing a certificate of withdrawal of registration as a foreign limited-liability
partnership, fifty dollars ($50.00);
     (15) Filing any other document, statement, or report of a domestic or foreign limited-
liability partnership, except an annual report, ten dollars ($10.00);
     (16) An annual report of a domestic or foreign limited-liability partnership, fifty dollars
($50.00);
     (17) To withdraw the certificate of revocation of a limited-liability partnership, whether
domestic or foreign, a penalty in the amount of fifty dollars ($50.00) for each year or part of the
year that has elapsed since the issuance of the certificate of revocation;
     (18) For issuing a certificate of good standing/letter of status, twenty dollars ($20.00);
     (19) For issuing a certificate of fact, thirty dollars ($30.00);
     (20) For furnishing a certified copy of any document, instrument, or paper relating to a
partnership or limited-liability partnership, a fee of fifteen cents ($.15) per page and ten dollars
($10.00) for the certificate and affirming the seal to it;
     (21) Service of process on the secretary of state as registered agent of a partnership or a
limited-liability partnership, fifteen dollars ($15.00) which amount may be recovered as a taxable
cost by the party to the suit or action making the service if the party prevails in the suit or action;
     (22) Filing articles of merger for a partnership or limited-liability partnership, one hundred
dollars ($100); and
     (23) Filing a statement of domestication for a limited-liability partnership, fifty dollars
($50.00).
     7-12.1-118. Reservation of power to amend or repeal.
     The general assembly has power to amend or repeal all or part of this chapter at any time,
and all limited-liability partnerships and foreign limited-liability partnerships subject to this chapter
shall be governed by the amendment or repeal.
     7-12.1-119. Supplemental principles of law.
     Unless displaced by particular provisions of this chapter, the principles of law and equity
supplement this chapter.
ARTICLE 2
NATURE OF PARTNERSHIP
     7-12.1-201. Partnership as entity.
     (a) A partnership is an entity distinct from its partners.
     (b) A partnership is the same entity regardless of whether the partnership has a statement
of qualification in effect under § 7-12.1-901.
     7-12.1-202. Formation of partnership.
     (a) Except as otherwise provided in subsection (b) of this section, the association of two
(2) or more persons to carry on as co-owners a business for profit forms a partnership, whether or
not the persons intend to form a partnership.
     (b) An association formed under a statute other than this chapter, a predecessor statute, or
a comparable statute of another jurisdiction is not a partnership under this chapter.
     (c) In determining whether a partnership is formed, the following rules apply:
     (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common
property, or part ownership does not by itself establish a partnership, even if the co-owners share
profits made by the use of the property;
     (2) The sharing of gross returns does not by itself establish a partnership, even if the persons
sharing them have a joint or common right or interest in property from which the returns are
derived; and
     (3) A person who receives a share of the profits of a business is presumed to be a partner
in the business, unless the profits were received in payment:
     (i) Of a debt by installments or otherwise;
     (ii) For services as an independent contractor or of wages or other compensation to an
employee;
     (iii) Of rent;
     (iv) Of an annuity or other retirement or health benefit to a deceased or retired partner or a
beneficiary, representative, or designee of a deceased or retired partner;
     (v) Of interest or other charge on a loan, even if the amount of payment varies with the
profits of the business, including a direct or indirect present or future ownership of the collateral,
or rights to income, proceeds, or increase in value derived from the collateral; or
     (vi) For the sale of the goodwill of a business or other property by installments or otherwise.
     7-12.1-203. Partnership property.
     Property acquired by a partnership is property of the partnership and not of the partners
individually.
     7-12.1-204. When property is partnership property.
     (a) Property is partnership property if acquired in the name of:
     (1) The partnership; or
     (2) One or more partners with an indication in the instrument transferring title to the
property of the person's capacity as a partner or of the existence of a partnership but without an
indication of the name of the partnership.
     (b) Property is acquired in the name of the partnership by a transfer to:
     (1) The partnership in its name; or
     (2) One or more partners in their capacity as partners in the partnership, if the name of the
partnership is indicated in the instrument transferring title to the property.
     (c) Property is presumed to be partnership property if purchased with partnership assets,
even if not acquired in the name of the partnership or of one or more partners with an indication in
the instrument transferring title to the property of the person's capacity as a partner or of the
existence of a partnership.
     (d) Property acquired in the name of one or more of the partners, without an indication in
the instrument transferring title to the property of the person's capacity as a partner or of the
existence of a partnership and without use of partnership assets, is presumed to be separate property,
even if used for partnership purposes.
ARTICLE 3
RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP
     7-12.1-301. Partner agent of partnership.
     Subject to the effect of a statement of partnership authority under § 7-12.1-303, the
following rules apply:
     (1) Each partner is an agent of the partnership for the purpose of its business. An act of a
partner, including the signing of an instrument in the partnership name, for apparently carrying on
in the ordinary course the partnership business or business of the kind carried on by the partnership
binds the partnership, unless the partner did not have authority to act for the partnership in the
particular matter and the person with which the partner was dealing knew or had notice that the
partner lacked authority.
     (2) An act of a partner which is not apparently for carrying on in the ordinary course the
partnership's business or business of the kind carried on by the partnership binds the partnership
only if the act was actually authorized by all the other partners.
     7-12.1-302. Transfer of partnership property.
     (a) Partnership property may be transferred as follows:
     (1) Subject to the effect of a statement of partnership authority under § 7-12.1-303,
partnership property held in the name of the partnership may be transferred by an instrument of
transfer signed by a partner in the partnership name;
     (2) Partnership property held in the name of one or more partners with an indication in the
instrument transferring the property to them of their capacity as partners or of the existence of a
partnership, but without an indication of the name of the partnership, may be transferred by an
instrument of transfer signed by the persons in whose name the property is held; or
     (3) Partnership property held in the name of one or more persons other than the partnership,
without an indication in the instrument transferring the property to them of their capacity as partners
or of the existence of a partnership, may be transferred by an instrument of transfer signed by the
persons in whose name the property is held.
     (b) A partnership may recover partnership property from a transferee only if it proves that
signing of the instrument of initial transfer did not bind the partnership under § 7-12.1-301 and:
     (1) As to a subsequent transferee who gave value for property transferred under subsections
(a)(1) and (a)(2) of this section, proves that the subsequent transferee knew or had been notified
that the person who signed the instrument of initial transfer lacked authority to bind the partnership;
or
     (2) As to a transferee who gave value for property transferred under subsection (a)(3) of
this section, proves that the transferee knew or had been notified that the property was partnership
property and that the person who signed the instrument of initial transfer lacked authority to bind
the partnership.
     (c) A partnership may not recover partnership property from a subsequent transferee if the
partnership would not have been entitled to recover the property, under subsection (b) of this
section, from any earlier transferee of the property.
     (d) If a person holds all the partners' interests in the partnership, all the partnership property
vests in that person. The person may sign a record in the name of the partnership to evidence vesting
of the property in that person and may file or record the record.
     7-12.1-303. Statement of partnership authority.
     (a) A partnership may deliver to the secretary of state for filing a statement of partnership
authority. The statement:
     (1) Must include the name of the partnership and:
     (i) If the partnership is not a limited-liability partnership, the street and mailing addresses
of its principal office; or
     (ii) If the partnership is a limited-liability partnership, the name and street and mailing
addresses of its registered agent;
     (2) With respect to any position that exists in or with respect to the partnership, may state
the authority, or limitations on the authority, of all persons holding the position to:
     (i) Sign an instrument transferring real property held in the name of the partnership; or
     (ii) Enter into other transactions on behalf of, or otherwise act for or bind, the partnership;
and
     (3) May state the authority, or limitations on the authority, of a specific person to:
     (i) Sign an instrument transferring real property held in the name of the partnership; or
     (ii) Enter into other transactions on behalf of, or otherwise act for or bind, the partnership.
     (b) To amend or cancel a statement of authority filed by the secretary of state, a partnership
must deliver to the secretary of state for filing an amendment or cancellation stating:
     (1) The name of the partnership;
     (2) If the partnership is not a limited-liability partnership, the street and mailing addresses
of the partnership's principal office;
     (3) If the partnership is a limited-liability partnership, the name and street and mailing
addresses of its registered agent;
     (4) The date the statement being affected became effective; and
     (5) The contents of the amendment or a declaration that the statement is canceled.
     (c) A statement of authority affects only the power of a person to bind a partnership to
persons that are not partners.
     (d) Subject to subsection (c) of this section and § 7-12.1-103(d)(1), and except as otherwise
provided in subsections (f), (g), and (h) of this section, a limitation on the authority of a person or
a position contained in an effective statement of authority is not by itself evidence of any person's
knowledge or notice of the limitation.
     (e) Subject to subsection (c) of this section, a grant of authority not pertaining to transfers
of real property and contained in an effective statement of authority is conclusive in favor of a
person that gives value in reliance on the grant, except to the extent that if the person gives value:
     (1) The person has knowledge to the contrary;
     (2) The statement has been canceled or restrictively amended under subsection (b) of this
section; or
     (3) A limitation on the grant is contained in another statement of authority that became
effective after the statement containing the grant became effective.
     (f) Subject to subsection (c) of this section, an effective statement of authority that grants
authority to transfer real property held in the name of the partnership, a certified copy of which
statement is recorded in the office for recording transfers of the real property, is conclusive in favor
of a person that gives value in reliance on the grant without knowledge to the contrary, except to
the extent that when the person gives value:
     (1) The statement has been canceled or restrictively amended under subsection (b) of this
section, and a certified copy of the cancellation or restrictive amendment has been recorded in the
office for recording transfers of the real property; or
     (2) A limitation on the grant is contained in another statement of authority that became
effective after the statement containing the grant became effective, and a certified copy of the later-
effective statement is recorded in the office for recording transfers of the real property.
     (g) Subject to subsection (c) of this section, if a certified copy of an effective statement
containing a limitation on the authority to transfer real property held in the name of a partnership
is recorded in the office for recording transfers of that real property, all persons are deemed to know
of the limitation.
     (h) Subject to subsection (i) of this section, an effective statement of dissolution is a
cancellation of any filed statement of authority for the purposes of subsection (f) of this section and
is a limitation on authority for purposes of subsection (g) of this section.
     (i) After a statement of dissolution becomes effective, a partnership may deliver to the
secretary of state for filing and, if appropriate, may record a statement of authority that is designated
as a post-dissolution statement of authority. The statement operates as provided in subsections (f)
and (g) of this section.
     (j) Unless canceled earlier, an effective statement of authority is canceled by operation of
law five (5) years after the date on which the statement, or its most recent amendment, becomes
effective. The cancellation is effective without recording under subsection (f) or (g) of this section.
     (k) An effective statement of denial operates as a restrictive amendment under this section
and may be recorded by certified copy for purposes of subsection (f)(1) of this section.
     7-12.1-304. Statement of denial.
     A person named in a filed statement of authority granting that person authority may deliver
to the secretary of state for filing a statement of denial that:
     (1) Provides the name of the partnership and the caption of the statement of authority to
which the statement of denial pertains; and
     (2) Denies the grant of authority.
     7-12.1-305. Partnership liable for partner's actionable conduct.
     (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as
a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary
course of business of the partnership or with the actual or apparent authority of the partnership.
     (b) If, in the course of the partnership's business or while acting with actual or apparent
authority of the partnership, a partner receives or causes the partnership to receive money or
property of a person not a partner, and the money or property is misapplied by a partner, the
partnership is liable for the loss.
     7-12.1-306. Partner's liability.
     (a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are
liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless
otherwise agreed by the claimant or provided by law.
     (b) A person that becomes a partner is not personally liable for a debt, obligation, or other
liability of the partnership incurred before the person became a partner.
     (c) A debt, obligation, or other liability of a partnership incurred while the partnership is a
limited-liability partnership is solely the debt, obligation, or other liability of the limited-liability
partnership. A partner is not personally liable, directly or indirectly, by way of contribution or
otherwise, for a debt, obligation, or other liability of the limited-liability partnership solely by
reason of being or acting as a partner. This subsection applies:
     (1) Despite anything inconsistent in the partnership agreement that existed immediately
before the vote or consent required to become a limited-liability partnership under § 7-12.1-901(b);
and
     (2) Regardless of the dissolution of the limited-liability partnership.
     (d) The failure of a limited-liability partnership to observe formalities relating to the
exercise of its powers or management of its business is not a ground for imposing liability on a
partner for a debt, obligation, or other liability of the partnership.
     (e) The cancellation or administrative revocation of a limited-liability partnership's
statement of qualification does not affect the limitation in this section on the liability of a partner
for a debt, obligation, or other liability of the partnership incurred while the statement was in effect.
     7-12.1-307. Actions by and against partnership and partners.
     (a) A partnership may sue and be sued in the name of the partnership.
     (b) To the extent not inconsistent with § 7-12.1-306, a partner may be joined in an action
against the partnership or named in a separate action.
     (c) A judgment against a partnership is not by itself a judgment against a partner. A
judgment against a partnership may not be satisfied from a partner's assets unless there is also a
judgment against the partner.
     (d) A judgment creditor of a partner may not levy execution against the assets of the partner
to satisfy a judgment based on a claim against the partnership unless the partner is personally liable
for the claim under § 7-12.1-306 and:
     (1) A judgment based on the same claim has been obtained against the partnership and a
writ of execution on the judgment has been returned unsatisfied in whole or in part;
     (2) The partnership is a debtor in bankruptcy;
     (3) The partner has agreed that the creditor need not exhaust partnership assets;
     (4) A court grants permission to the judgment creditor to levy execution against the assets
of a partner based on a finding that partnership assets subject to execution are clearly insufficient
to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the
grant of permission is an appropriate exercise of the court's equitable powers; or
     (5) Liability is imposed on the partner by law or contract independent of the existence of
the partnership.
     (e) This section applies to any debt, liability, or other obligation of a partnership which
results from a representation by a partner or purported partner under § 7-12.1-308.
     7-12.1-308. Liability of purported partner.
     (a) If a person, by words or conduct, purports to be a partner, or consents to being
represented by another as a partner, in a partnership or with one or more persons not partners, the
purported partner is liable to a person to whom the representation is made, if that person, relying
on the representation, enters into a transaction with the actual or purported partnership. If the
representation, either by the purported partner or by a person with the purported partner's consent,
is made in a public manner, the purported partner is liable to a person who relies upon the purported
partnership even if the purported partner is not aware of being held out as a partner to the claimant.
If partnership liability results, the purported partner is liable with respect to that liability as if the
purported partner were a partner. If no partnership liability results, the purported partner is liable
with respect to that liability jointly and severally with any other person consenting to the
representation.
     (b) If a person is thus represented to be a partner in an existing partnership, or with one or
more persons not partners, the purported partner is an agent of persons consenting to the
representation to bind them to the same extent and in the same manner as if the purported partner
were a partner with respect to persons who enter into transactions in reliance upon the
representation. If all the partners of the existing partnership consent to the representation, a
partnership act or obligation results. If fewer than all the partners of the existing partnership consent
to the representation, the person acting and the partners consenting to the representation are jointly
and severally liable.
     (c) A person is not liable as a partner merely because the person is named by another as a
partner in a statement of partnership authority.
     (d) A person does not continue to be liable as a partner merely because of a failure to file
a statement of dissociation or to amend a statement of partnership authority to indicate the person's
dissociation as a partner.
     (e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are
not partners as to each other are not liable as partners to other persons.
ARTICLE 4
RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP
     7-12.1-401. Partner's rights and duties.
     (a) Each partner is entitled to an equal share of the partnership distributions and, except in
the case of a limited-liability partnership, is chargeable with a share of the partnership losses in
proportion to the partner's share of the distributions.
     (b) A partnership shall reimburse a partner for any payment made by the partner in the
course of the partner's activities on behalf of the partnership, if the partner complied with this
section and § 7-12.1-409 in making the payment.
     (c) A partnership shall indemnify and hold harmless a person with respect to any claim or
demand against the person and any debt, obligation, or other liability incurred by the person by
reason of the person's former or present capacity as a partner, if the claim, demand, debt, obligation,
or other liability does not arise from the person's breach of this section or §§ 7-12.1-407 or 7-12.1-
409.
     (d) In the ordinary course of its business, a partnership may advance reasonable expenses,
including attorneys' fees and costs, incurred by a person in connection with a claim or demand
against the person by reason of the person's former or present capacity as a partner, if the person
promises to repay the partnership if the person ultimately is determined not to be entitled to be
indemnified under subsection (c) of this section.
     (e) A partnership may purchase and maintain insurance on behalf of a partner against
liability asserted against or incurred by the partner in that capacity or arising from that status even
if, under § 7-12.1-105(c)(7), the partnership agreement could not eliminate or limit the person's
liability to the partnership for the conduct giving rise to the liability.
     (f) A partnership shall reimburse a partner for an advance to the partnership beyond the
amount of capital the partner agreed to contribute.
     (g) A payment or advance made by a partner which gives rise to a partnership obligation
under subsections subsection (b) or (f) of this section constitutes a loan to the partnership which
accrues interest from the date of the payment or advance.
     (h) Each partner has equal rights in the management and conduct of the partnership's
business.
     (i) A partner may use or possess partnership property only on behalf of the partnership.
     (j) A partner is not entitled to remuneration for services performed for the partnership,
except for reasonable compensation for services rendered in winding up the business of the
partnership.
     (k) A difference arising as to a matter in the ordinary course of business of a partnership
may be decided by a majority of the partners. An act outside the ordinary course of business of a
partnership and an amendment to the partnership agreement may be undertaken only with the
affirmative vote or consent of all the partners.
     7-12.1-402. Becoming partner.
     (a) Upon formation of a partnership, a person becomes a partner under § 7-12.1-202(a).
     (b) After formation of a partnership, a person becomes a partner:
     (1) As provided in the partnership agreement;
     (2) As a result of a transaction effective under Article 11 of this chapter; or
     (3) With the affirmative vote or consent of all the partners.
     (c) A person may become a partner without:
     (1) Acquiring a transferable interest; or
     (2) Making or being obligated to make a contribution to the partnership.
     7-12.1-403. Form of contribution.
     A contribution may consist of property transferred to, services performed for, or another
benefit provided to the partnership or an agreement to transfer property to, perform services for, or
provide another benefit to the partnership.
     7-12.1-404. Liability for contribution.
     (a) A person's obligation to make a contribution to a partnership is not excused by the
person's death, disability, termination, or other inability to perform personally.
     (b) If a person does not fulfill an obligation to make a contribution other than money, the
person is obligated at the option of the partnership to contribute money equal to the value of the
part of the contribution which has not been made.
     (c) The obligation of a person to make a contribution may be compromised only by the
affirmative vote or consent of all the partners. If a creditor of a limited-liability partnership extends
credit or otherwise acts in reliance on an obligation described in subsection (a) of this section
without knowledge or notice of a compromise under this subsection, the creditor may enforce the
obligation.
     7-12.1-405. Sharing of and right to distributions before dissolution.
     (a) Any distribution made by a partnership before its dissolution and winding up must be
in equal shares among partners, except to the extent necessary to comply with a transfer effective
under § 7-12.1-503 or charging order in effect under § 7-12.1-504.
     (b) Subject to § 7-12.1-701, a person has a right to a distribution before the dissolution and
winding up of a partnership only if the partnership decides to make an interim distribution.
     (c) A person does not have a right to demand or receive a distribution from a partnership
in any form other than money. Except as otherwise provided in § 7-12.1-806, a partnership may
distribute an asset in kind only if each part of the asset is fungible with each other part and each
person receives a percentage of the asset equal in value to the person's share of distributions.
     (d) If a partner or transferee becomes entitled to receive a distribution, the partner or
transferee has the status of, and is entitled to all remedies available to, a creditor of the partnership
with respect to the distribution. However, the partnership's obligation to make a distribution is
subject to offset for any amount owed to the partnership by the partner or a person dissociated as
partner on whose account the distribution is made.
     7-12.1-406. Limitations on distributions by limited-liability partnership.
     (a) A limited-liability partnership may not make a distribution, including a distribution
under § 7-12.1-806, if after the distribution:
     (1) The partnership would not be able to pay its debts as they become due in the ordinary
course of the partnership's business; or
     (2) The partnership's total assets would be less than the sum of its total liabilities plus the
amount that would be needed, if the partnership were to be dissolved and wound up at the time of
the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and
transferees whose preferential rights are superior to the rights of persons receiving the distribution.
     (b) A limited-liability partnership may base a determination that a distribution is not
prohibited under subsection (a) of this section on:
     (1) Financial statements prepared on the basis of accounting practices and principles that
are reasonable in the circumstances; or
     (2) A fair valuation or other method that is reasonable under the circumstances.
     (c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution
under subsection (a) of this section is measured:
     (1) In the case of a distribution as defined in § 7-12.1-102(4)(i) 7-12.1-102(5)(i), as of the
earlier of:
     (i) The date money or other property is transferred or debt is incurred by the limited-
liability partnership; or
     (ii) The date the person entitled to the distribution ceases to own the interest or rights being
acquired by the partnership in return for the distribution;
     (2) In the case of any other distribution of indebtedness, as of the date the indebtedness is
distributed; and
     (3) In all other cases, as of the date:
     (i) The distribution is authorized, if the payment occurs not later than one hundred twenty
(120) days after that date; or
     (ii) The payment is made, if the payment occurs more than one hundred twenty (120) days
after the distribution is authorized.
     (d) A limited-liability partnership's indebtedness to a partner or transferee incurred by
reason of a distribution made in accordance with this section is at parity with the partnership's
indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.
     (e) A limited-liability partnership's indebtedness, including indebtedness issued as a
distribution, is not a liability for purposes of subsection (a) of this section if the terms of the
indebtedness provide that payment of principal and interest is made only if and to the extent that a
payment of a distribution could then be made under this section. If the indebtedness is issued as a
distribution, each payment of principal or interest is treated as a distribution, the effect of which is
measured on the date the payment is made.
     (f) In measuring the effect of a distribution under § 7-12.1-806, the liabilities of a dissolved
limited-liability partnership do not include any claim that has been disposed of under §§ 7-12.1-
807, 7-12.1-808, or 7-12.1-809.
     7-12.1-407. Liability for improper distributions by limited-liability partnership.
     (a) Except as otherwise provided in subsection (b) of this section, if a partner of a limited-
liability partnership consents to a distribution made in violation of § 7-12.1-406 and in consenting
to the distribution fails to comply with § 7-12.1-409, the partner is personally liable to the
partnership for the amount of the distribution which exceeds the amount that could have been
distributed without the violation of § 7-12.1-406.
     (b) To the extent the partnership agreement of a limited-liability partnership expressly
relieves a partner of the authority and responsibility to consent to distributions and imposes that
authority and responsibility on one or more other partners, the liability stated in subsection (a) of
this section applies to the other partners and not to the partner that the partnership agreement
relieves of the authority and responsibility.
     (c) A person that receives a distribution knowing that the distribution violated § 7-12.1-
406 is personally liable to the limited-liability partnership but only to the extent that the distribution
received by the person exceeded the amount that could have been properly paid under § 7-12.1-
406.
     (d) A person against which an action is commenced because the person is liable under
subsection (a) of this section may:
     (1) Implead any other person that is liable under subsection (a) of this section and seek to
enforce a right of contribution from the person; and
     (2) Implead any person that received a distribution in violation of subsection (c) of this
section and seek to enforce a right of contribution from the person in the amount the person received
in violation of subsection (c) of this section.
     (e) An action under this section is barred unless commenced not later than two (2) years
after the distribution.
     7-12.1-408. Rights to information of partners and persons dissociated as partner.
     (a) A partnership shall keep its books and records, if any, at its principal office.
     (b) On reasonable notice, a partner may inspect and copy during regular business hours, at
a reasonable location specified by the partnership, any record maintained by the partnership
regarding the partnership's business, financial condition, and other circumstances, to the extent the
information is material to the partner's rights and duties under the partnership agreement or this
chapter.
     (c) The partnership shall furnish to each partner:
     (1) Without demand, any information concerning the partnership's business, financial
condition, and other circumstances which the partnership knows and is material to the proper
exercise of the partner's rights and duties under the partnership agreement or this chapter, except to
the extent the partnership can establish that it reasonably believes the partner already knows the
information; and
     (2) On demand, any other information concerning the partnership's business, financial
condition, and other circumstances, except to the extent the demand or the information demanded
is unreasonable or otherwise improper under the circumstances.
     (d) The duty to furnish information under subsection (c) of this section also applies to each
partner to the extent the partner knows any of the information described in subsection (c) of this
section.
     (e) Subject to subsection (j) of this section, on ten (10) days' demand made in a record
received by a partnership, a person dissociated as a partner may have access to information to which
the person was entitled while a partner if:
     (1) The information pertains to the period during which the person was a partner;
     (2) The person seeks the information in good faith; and
     (3) The person satisfies the requirements imposed on a partner by subsection (b) of this
section.
     (f) Not later than ten (10) days after receiving a demand under subsection (e) of this section,
the partnership in a record shall inform the person that made the demand of:
     (1) The information that the partnership will provide in response to the demand and when
and where the partnership will provide the information; and
     (2) The partnership's reasons for declining, if the partnership declines to provide any
demanded information.
     (g) A partnership may charge a person that makes a demand under this section the
reasonable costs of copying, limited to the costs of labor and material.
     (h) A partner or person dissociated as a partner may exercise the rights under this section
through an agent or, in the case of an individual under legal disability, a legal representative. Any
restriction or condition imposed by the partnership agreement or under subsection (j) of this section
applies both to the agent or legal representative and to the partner or person dissociated as a partner.
     (i) Subject to § 7-12.1-505, the rights under this section do not extend to a person as
transferee.
     (j) In addition to any restriction or condition stated in its partnership agreement, a
partnership, as a matter within the ordinary course of its business, may impose reasonable
restrictions and conditions on access to and use of information to be furnished under this section,
including designating information confidential and imposing nondisclosure and safeguarding
obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this
subsection, the partnership has the burden of proving reasonableness.
     7-12.1-409. Standards of conduct for partners.
     (a) A partner owes to the partnership and the other partners the duties of loyalty and care
stated in subsections (b) and (c) of this section.
     (b) The fiduciary duty of loyalty of a partner includes the duties:
     (1) To account to the partnership and hold as trustee for it any property, profit, or benefit
derived by the partner:
     (i) In the conduct or winding up of the partnership's business;
     (ii) From a use by the partner of the partnership's property; or
     (iii) From the appropriation of a partnership opportunity;
     (2) To refrain from dealing with the partnership in the conduct or winding up of the
partnership business as or on behalf of a person having an interest adverse to the partnership; and
     (3) To refrain from competing with the partnership in the conduct of the partnership's
business before the dissolution of the partnership.
     (c) The duty of care of a partner in the conduct or winding up of the partnership business
is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional
misconduct, or a knowing violation of law.
     (d) A partner shall discharge the duties and obligations under this chapter or under the
partnership agreement and exercise any rights consistently with the contractual obligation of good
faith and fair dealing.
     (e) A partner does not violate a duty or obligation under this chapter or under the
partnership agreement solely because the partner's conduct furthers the partner's own interest.
     (f) All the partners may authorize or ratify, after full disclosure of all material facts, a
specific act or transaction by a partner that otherwise would violate the duty of loyalty.
     (g) It is a defense to a claim under subsection (b)(2) of this section and any comparable
claim in equity or at common law that the transaction was fair to the partnership.
     (h) If, as permitted by subsection (f) of this section or the partnership agreement, a partner
enters into a transaction with the partnership which otherwise would be prohibited by subsection
(b)(2) of this section, the partner's rights and obligations arising from the transaction are the same
as those of a person that is not a partner.
     7-12.1-410. Actions by partnership and partners.
     (a) A partnership may maintain an action against a partner for a breach of the partnership
agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
     (b) A partner may maintain an action against the partnership or another partner, with or
without an accounting as to partnership business, to enforce the partner's rights and protect the
partner's interests, including rights and interests under the partnership agreement or this chapter or
arising independently of the partnership relationship.
     (c) A right to an accounting on dissolution and winding up does not revive a claim barred
by law.
     7-12.1-411. Continuation of partnership beyond definite term or particular
undertaking.
     (a) If a partnership for a definite term or particular undertaking is continued, without an
express agreement, after the expiration of the term or completion of the undertaking, the rights and
duties of the partners remain the same as they were at the expiration or completion, so far as is
consistent with a partnership at will.
     (b) If the partners, or those of them who habitually acted in the business during the term or
undertaking, continue the business without any settlement or liquidation of the partnership, they
are presumed to have agreed that the partnership will continue.
ARTICLE 5
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND
CREDITORS
     7-12.1-501. Partner not co-owner of partnership property.
     A partner is not a co-owner of partnership property and has no interest in partnership
property which can be transferred, either voluntarily or involuntarily.
     7-12.1-502. Nature of transferable interest.
     A transferable interest is personal property.
     7-12.1-503. Transfer of transferable interest.
     (a) A transfer, in whole or in part, of a transferable interest:
     (1) Is permissible;
     (2) Does not by itself cause a person's dissociation as a partner or a dissolution and winding
up of the partnership business; and
     (3) Subject to § 7-12.1-505, does not entitle the transferee to:
     (i) Participate in the management or conduct of the partnership's business; or
     (ii) Except as otherwise provided in subsection (c) of this section, have access to records
or other information concerning the partnership's business.
     (b) A transferee has the right to:
     (1) Receive, in accordance with the transfer, distributions to which the transferor would
otherwise be entitled; and
     (2) Seek under § 7-12.1-801(5) a judicial determination that it is equitable to wind up the
partnership business.
     (c) In a dissolution and winding up of a partnership, a transferee is entitled to an account
of the partnership's transactions only from the date of dissolution.
     (d) A partnership need not give effect to a transferee's rights under this section until the
partnership knows or has notice of the transfer.
     (e) A transfer of a transferable interest in violation of a restriction on transfer contained in
the partnership agreement is ineffective if the intended transferee has knowledge or notice of the
restriction at the time of transfer.
     (f) Except as otherwise provided in § 7-12.1-601(4)(ii), if a partner transfers a transferable
interest, the transferor retains the rights of a partner other than the transferable interest transferred
and retains all the duties and obligations of a partner.
     (g) If a partner transfers a transferable interest to a person that becomes a partner with
respect to the transferred interest, the transferee is liable for the partner's obligations under §§ 7-
12.1-404 and 7-12.1-407 known to the transferee when the transferee becomes a partner.
     7-12.1-504. Charging order.
     (a) On application by a judgment creditor of a partner or transferee, a court may enter a
charging order against the transferable interest of the judgment debtor for the unsatisfied amount
of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and
requires the partnership to pay over to the person to which the charging order was issued any
distribution that otherwise would be paid to the judgment debtor.
     (b) To the extent necessary to effectuate the collection of distributions pursuant to a
charging order in effect under subsection (a) of this section, the court may:
     (1) Appoint a receiver of the distributions subject to the charging order, with the power to
make all inquiries the judgment debtor might have made; and
     (2) Make all other orders necessary to give effect to the charging order.
     (c) Upon a showing that distributions under a charging order will not pay the judgment
debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable
interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby
become a partner, and is subject to § 7-12.1-503.
     (d) At any time before foreclosure under subsection (c) of this section, the partner or
transferee whose transferable interest is subject to a charging order under subsection (a) of this
section may extinguish the charging order by satisfying the judgment and filing a certified copy of
the satisfaction with the court that issued the charging order.
     (e) At any time before foreclosure under subsection (c) of this section, a partnership or one
or more partners whose transferable interests are not subject to the charging order may pay to the
judgment creditor the full amount due under the judgment and thereby succeed to the rights of the
judgment creditor, including the charging order.
     (f) This chapter does not deprive any partner or transferee of the benefit of any exemption
law applicable to the transferable interest of the partner or transferee.
     (g) This section provides the exclusive remedy by which a person seeking in the capacity
of a judgment creditor to enforce a judgment against a partner or transferee may satisfy the
judgment from the judgment debtor's transferable interest.
     7-12.1-505. Power of legal representative of deceased partner.
     If a partner dies, the deceased partner's legal representative may exercise:
     (1) The rights of a transferee provided in § 7-12.1-503(c); and
     (2) For purposes of settling the estate, the rights the deceased partner had under § 7-12.1-
408.
ARTICLE 6
DISSOCIATION
     7-12.1-601. Events causing dissociation.
     A person is dissociated as a partner when:
     (1) The partnership knows or has notice of the person's express will to withdraw as a
partner, but, if the person has specified a withdrawal date later than the date the partnership knew
or had notice, on that later date;
     (2) An event stated in the partnership agreement as causing the person's dissociation occurs;
     (3) The person is expelled as a partner pursuant to the partnership agreement;
     (4) The person is expelled as a partner by the affirmative vote or consent of all the other
partners if:
     (i) It is unlawful to carry on the partnership business with the person as a partner;
     (ii) There has been a transfer of all of the person's transferable interest in the partnership,
other than:
     (A) A transfer for security purposes; or
     (B) A charging order in effect under § 7-12.1-504 which has not been foreclosed;
     (iii) The person is an entity and:
     (A) The partnership notifies the person that it will be expelled as a partner because the
person has filed a statement of dissolution or the equivalent, the person has been administratively
dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct
business has been suspended by the person's jurisdiction of formation; and
     (B) Not later than ninety (90) days after the notification, the statement of dissolution or the
equivalent has not been withdrawn, rescinded, or revoked, or the person's charter or the equivalent
or right to conduct business has not been reinstated; or
     (iv) The person is an unincorporated entity that has been dissolved and whose activities
and affairs are being wound up;
     (5) On application by the partnership or another partner, the person is expelled as a partner
by judicial order because the person:
     (i) Has engaged or is engaging in wrongful conduct that has affected adversely and
materially, or will affect adversely and materially, the partnership's business;
     (ii) Has committed willfully or persistently, or is committing willfully or persistently, a
material breach of the partnership agreement or a duty or obligation under § 7-12.1-409; or
     (iii) Has engaged or is engaging in conduct relating to the partnership's business which
makes it not reasonably practicable to carry on the business with the person as a partner;
     (6) The person:
     (i) Becomes a debtor in bankruptcy;
     (ii) Signs an assignment for the benefit of creditors; or
     (iii) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator
of the person or of all or substantially all the person's property;
     (7) In the case of an individual:
     (i) The individual dies;
     (ii) A guardian or general conservator for the individual is appointed; or
     (iii) A court orders that the individual has otherwise become incapable of performing the
individual's duties as a partner under this chapter or the partnership agreement;
     (8) In the case of a person that is a testamentary or inter vivos trust or is acting as a partner
by virtue of being a trustee of such a trust, the trust's entire transferable interest in the partnership
is distributed;
     (9) In the case of a person that is an estate or is acting as a partner by virtue of being a
personal representative of an estate, the estate's entire transferable interest in the partnership is
distributed;
     (10) In the case of a person that is not an individual, the existence of the person terminates;
     (11) The partnership participates in a merger under Article 11 of this chapter and:
     (i) The partnership is not the surviving entity; or
     (ii) Otherwise as a result of the merger, the person ceases to be a partner;
     (12) The partnership participates in an interest exchange under Article 11 of this chapter
and, as a result of the interest exchange, the person ceases to be a partner;
     (13) The partnership participates in a conversion under Article 11 of this chapter;
     (14) The partnership participates in a domestication under Article 11 of this chapter and,
as a result of the domestication, the person ceases to be a partner; or
     (15) The partnership dissolves and completes winding up.
     7-12.1-602. Power to dissociate as partner -- Wrongful dissociation.
     (a) A person has the power to dissociate as a partner at any time, rightfully or wrongfully,
by withdrawing as a partner by express will under § 7-12.1-601(1).
     (b) A person's dissociation as a partner is wrongful only if the dissociation:
     (1) Is in breach of an express provision of the partnership agreement; or
     (2) In the case of a partnership for a definite term or particular undertaking, occurs before
the expiration of the term or the completion of the undertaking and:
     (i) The person withdraws as a partner by express will, unless the withdrawal follows not
later than ninety (90) days after another person's dissociation by death or otherwise under §§ 7-
12.1-601(6) through 7-12.1-601(10) or wrongful dissociation under this subsection;
     (ii) The person is expelled as a partner by judicial order under § 7-12.1-601(5);
     (iii) The person is dissociated under § 7-12.1-601(6); or
     (iv) In the case of a person that is not a trust other than a business trust, an estate, or an
individual, the person is expelled or otherwise dissociated because it willfully dissolved or
terminated.
     (c) A person that wrongfully dissociates as a partner is liable to the partnership and to the
other partners for damages caused by the dissociation. The liability is in addition to any debt,
obligation, or other liability of the partner to the partnership or the other partners.
     7-12.1-603. Effect of dissociation.
     (a) If a person's dissociation results in a dissolution and winding up of the partnership
business, Article 8 of this chapter applies; otherwise, Article 7 of this chapter applies.
     (b) If a person is dissociated as a partner:
     (1) The person's right to participate in the management and conduct of the partnership's
business terminates, except as otherwise provided in § 7-12.1-802(c); and
     (2) The person's duties and obligations under § 7-12.1-409 end with regard to matters
arising and events occurring after the person's dissociation, except to the extent the partner
participates in winding up the partnership's business pursuant to § 7-12.1-802.
     (c) A person's dissociation does not of itself discharge the person from any debt, obligation,
or other liability to the partnership or the other partners which the person incurred while a partner.
ARTICLE 7
PERSON'S DISSOCIATION AS A PARTNER WHEN BUSINESS NOT WOUND UP
     7-12.1-701. Purchase of interest of person dissociated as partner.
     (a) If a person is dissociated as a partner without the dissociation resulting in a dissolution
and winding up of the partnership business under § 7-12.1-801, the partnership shall cause the
person's interest in the partnership to be purchased for a buyout price determined pursuant to
subsection (b) of this section.
     (b) The buyout price of the interest of a person dissociated as a partner is the amount that
would have been distributable to the person under § 7-12.1-806(b) if, on the date of dissociation,
the assets of the partnership were sold and the partnership were wound up, with the sale price equal
to the greater of:
     (1) The liquidation value; or
     (2) The value based on a sale of the entire business as a going concern without the person.
     (c) Interest accrues on the buyout price from the date of dissociation to the date of payment,
but damages for wrongful dissociation under § 7-12.1-602(b), and all other amounts owing,
whether or not presently due, from the person dissociated as a partner to the partnership, must be
offset against the buyout price.
     (d) A partnership shall defend, indemnify, and hold harmless a person dissociated as a
partner whose interest is being purchased against all partnership liabilities, whether incurred before
or after the dissociation, except liabilities incurred by an act of the person under § 7-12.1-702.
     (e) If no agreement for the purchase of the interest of a person dissociated as a partner is
reached not later than one hundred twenty (120) days after a written demand for payment, the
partnership shall pay, or cause to be paid, in money to the person the amount the partnership
estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest
under subsection (c) of this section.
     (f) If a deferred payment is authorized under subsection (h) of this section, the partnership
may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest,
reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount
and type of security for payment, and the other terms and conditions of the obligation.
     (g) The payment or tender required by subsections subsection (e) or (f) of this section must
be accompanied by the following:
     (1) A statement of partnership assets and liabilities as of the date of dissociation;
     (2) The latest available partnership balance sheet and income statement, if any;
     (3) An explanation of how the estimated amount of the payment was calculated; and
     (4) Written notice that the payment is in full satisfaction of the obligation to purchase
unless, not later than one hundred twenty (120) days after the written notice, the person dissociated
as a partner commences an action to determine the buyout price, any offsets under subsection (c)
of this section, or other terms of the obligation to purchase.
     (h) A person that wrongfully dissociates as a partner before the expiration of a definite term
or the completion of a particular undertaking is not entitled to payment of any part of the buyout
price until the expiration of the term or completion of the undertaking, unless the person establishes
to the satisfaction of the court that earlier payment will not cause undue hardship to the business of
the partnership. A deferred payment must be adequately secured and bear interest.
     (i) A person dissociated as a partner may maintain an action against the partnership,
pursuant to § 7-12.1-410(b)(2), to determine the buyout price of that person's interest, any offsets
under subsection (c) of this section, or other terms of the obligation to purchase. The action must
be commenced not later than one hundred twenty (120) days after the partnership has tendered
payment or an offer to pay or within one year after written demand for payment if no payment or
offer to pay is tendered. The court shall determine the buyout price of the person's interest, any
offset due under subsection (c) of this section, and accrued interest, and enter judgment for any
additional payment or refund. If deferred payment is authorized under subsection (h) of this section,
the court shall also determine the security for payment and other terms of the obligation to purchase.
The court may assess reasonable attorneys' fees and the fees and expenses of appraisers or other
experts for a party to the action, in amounts the court finds equitable, against a party that the court
finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the
partnership's failure to tender payment or an offer to pay or to comply with subsection (g) of this
section.
     7-12.1-702. Power to bind and liability of person dissociated as partner.
     (a) After a person is dissociated as a partner without the dissociation resulting in a
dissolution and winding up of the partnership business and before the partnership is merged out of
existence, converted, or domesticated under Article 11, or dissolved, the partnership is bound by
an act of the person only if:
     (1) The act would have bound the partnership under § 7-12.1-301 before dissociation; and
     (2) At the time the other party enters into the transaction:
     (i) Less than two (2) years has passed since the dissociation; and
     (ii) The other party does not know or have notice of the dissociation and reasonably
believes that the person is a partner.
     (b) If a partnership is bound under subsection (a) of this section, the person dissociated as
a partner which caused the partnership to be bound is liable:
     (1) To the partnership for any damage caused to the partnership arising from the obligation
incurred under subsection (a) of this section; and
     (2) If a partner or another person dissociated as a partner is liable for the obligation, to the
partner or other person for any damage caused to the partner or other person arising from the
liability.
     7-12.1-703. Liability of person dissociated as partner to other persons.
     (a) Except as otherwise provided in subsection (b) of this section, a person dissociated as
a partner is not liable for a partnership obligation incurred after dissociation.
     (b) A person that is dissociated as a partner is liable on a transaction entered into by the
partnership after the dissociation only if:
     (1) A partner would be liable on the transaction; and
     (2) At the time the other party enters into the transaction:
     (i) Less than two (2) years has passed since the dissociation; and
     (ii) The other party does not have knowledge or notice of the dissociation and reasonably
believes that the person is a partner.
     (c) By agreement with a creditor of a partnership and the partnership, a person dissociated
as a partner may be released from liability for a debt, obligation, or other liability of the partnership.
     (d) A person dissociated as a partner is released from liability for a debt, obligation, or
other liability of the partnership if the partnership's creditor, with knowledge or notice of the
person's dissociation but without the person's consent, agrees to a material alteration in the nature
or time of payment of the debt, obligation, or other liability.
     7-12.1-704. Statement of dissociation.
     (a) A person dissociated as a partner or the partnership may deliver to the secretary of state
for filing a statement of dissociation stating the name of the partnership and that the person has
dissociated from the partnership.
     (b) A statement of dissociation is a limitation on the authority of a person dissociated as a
partner for the purposes of § 7-12.1-303.
     7-12.1-705. Continued use of partnership name.
     Continued use of a partnership name, or the name of a person dissociated as a partner as
part of the partnership name, by partners continuing the business does not of itself make the person
dissociated as a partner liable for an obligation of the partners or the partnership continuing the
business.
ARTICLE 8
DISSOLUTION AND WINDING UP
     7-12.1-801. Events causing dissolution.
     A partnership is dissolved, and its business must be wound up, upon the occurrence of any
of the following:
     (1) In a partnership at will, the partnership knows or has notice of a person's express will
to withdraw as a partner, other than a partner that has dissociated under §§ 7-12.1-601(2) through
7-12.1-601(10), but, if the person has specified a withdrawal date later than the date the partnership
knew or had notice, on the later date;
     (2) In a partnership for a definite term or particular undertaking:
     (i) Within ninety (90) days after a person's dissociation by death or otherwise under §§ 7-
12.1-601(6) through 7-12.1-601(10) or wrongful dissociation under § 7-12.1-602(b), the
affirmative vote or consent of at least half of the remaining partners to wind up the partnership
business, for which purpose a person's rightful dissociation pursuant to § 7-12.1-602(b)(2)(i)
constitutes that partner's consent to wind up the partnership business;
     (ii) The affirmative vote or consent of all the partners to wind up the partnership business;
or
     (iii) The expiration of the term or the completion of the undertaking;
     (3) An event or circumstance that the partnership agreement states causes dissolution;
     (4) On application by a partner, the entry by the superior court of an order dissolving the
partnership on the grounds that:
     (i) The conduct of all or substantially all the partnership's business is unlawful;
     (ii) The economic purpose of the partnership is likely to be unreasonably frustrated;
     (iii) Another partner has engaged in conduct relating to the partnership business which
makes it not reasonably practicable to carry on the business in partnership with that partner; or
     (iv) It is otherwise not reasonably practicable to carry on the partnership business in
conformity with the partnership agreement;
     (5) On application by a transferee, the entry by the superior court of an order dissolving
the partnership on the ground that it is equitable to wind up the partnership business:
     (i) After the expiration of the term or completion of the undertaking, if the partnership was
for a definite term or particular undertaking at the time of the transfer or entry of the charging order
that gave rise to the transfer; or
     (ii) At any time, if the partnership was a partnership at will at the time of the transfer or
entry of the charging order that gave rise to the transfer; or
     (6) The passage of ninety (90) consecutive days during which the partnership does not have
at least two (2) partners.
     7-12.1-802. Winding up.
     (a) A dissolved partnership shall wind up its business and, except as otherwise provided in
§ 7-12.1-803, the partnership continues after dissolution only for the purpose of winding up.
     (b) In winding up its business, the partnership:
     (1) Shall discharge the partnership's debts, obligations, and other liabilities, settle and close
the partnership's business, and marshal and distribute the assets of the partnership; and
     (2) May:
     (i) Deliver to the secretary of state for filing a statement of dissolution stating the name of
the partnership and that the partnership is dissolved;
     (ii) Preserve the partnership business and property as a going concern for a reasonable time;
     (iii) Prosecute and defend actions and proceedings, whether civil, criminal, or
administrative;
     (iv) Transfer the partnership's property;
     (v) Settle disputes by mediation or arbitration;
     (vi) Deliver to the secretary of state for filing a statement of termination stating the name
of the partnership and that the partnership is terminated; and
     (vii) Perform other acts necessary or appropriate to the winding up.
     (c) A person whose dissociation as a partner resulted in dissolution may participate in
winding up as if still a partner, unless the dissociation was wrongful.
     (d) If a dissolved partnership does not have a partner and no person has the right to
participate in winding up under subsection (c) of this section, the personal or legal representative
of the last person to have been a partner may wind up the partnership's business. If the representative
does not exercise that right, a person to wind up the partnership's business may be appointed by the
affirmative vote or consent of transferees owning a majority of the rights to receive distributions at
the time the consent is to be effective. A person appointed under this subsection has the powers of
a partner under § 7-12.1-804 but is not liable for the debts, obligations, and other liabilities of the
partnership solely by reason of having or exercising those powers or otherwise acting to wind up
the partnership's business.
     (e) On the application of any partner or person entitled under subsection (c) of this section
to participate in winding up, the superior court may order judicial supervision of the winding up of
a dissolved partnership, including the appointment of a person to wind up the partnership's business,
if:
     (1) The partnership does not have a partner and within a reasonable time following the
dissolution no person has been appointed under subsection (d) of this section; or
     (2) The applicant establishes other good cause.
     7-12.1-803. Rescinding dissolution.
     (a) A partnership may rescind its dissolution, unless a statement of termination applicable
to the partnership has become effective or the superior court has entered an order under §§ 7-12.1-
801(4) or 7-12.1-801(5) dissolving the partnership.
     (b) Rescinding dissolution under this section requires:
     (1) The affirmative vote or consent of each partner; and
     (2) If the partnership has filed with the secretary of state a statement of dissolution and:
     (i) The statement has not become effective, delivery to the secretary of state for filing of a
statement of withdrawal under § 7-12.1-115 applicable to the statement of dissolution; or
     (ii) The statement of dissolution has become effective, delivery to the secretary of state for
filing of a statement of rescission stating the name of the partnership and that dissolution has been
rescinded under this section.
     (c) If a partnership rescinds its dissolution:
     (1) The partnership resumes carrying on its business as if dissolution had never occurred;
     (2) Subject to subsection (c)(3) of this section, any liability incurred by the partnership
after the dissolution and before the rescission has become effective is determined as if dissolution
had never occurred; and
     (3) The rights of a third party arising out of conduct in reliance on the dissolution before
the third party knew or had notice of the rescission may not be adversely affected.
     7-12.1-804. Power to bind partnership after dissolution.
     (a) A partnership is bound by a partner's act after dissolution which:
     (1) Is appropriate for winding up the partnership business; or
     (2) Would have bound the partnership under § 7-12.1-301 before dissolution if, at the time
the other party enters into the transaction, the other party does not know or have notice of the
dissolution.
     (b) A person dissociated as a partner binds a partnership through an act occurring after
dissolution if:
     (1) At the time the other party enters into the transaction:
     (i) Less than two (2) years has passed since the dissociation; and
     (ii) The other party does not know or have notice of the dissociation and reasonably
believes that the person is a partner; and
     (2) The act:
     (i) Is appropriate for winding up the partnership's business; or
     (ii) Would have bound the partnership under § 7-12.1-301 before dissolution and at the
time the other party enters into the transaction the other party does not know or have notice of the
dissolution.
     7-12.1-805. Liability after dissolution of partner and person dissociated as partner.
     (a) If a partner having knowledge of the dissolution causes a partnership to incur an
obligation under § 7-12.1-804(a) by an act that is not appropriate for winding up the partnership
business, the partner is liable:
     (1) To the partnership for any damage caused to the partnership arising from the obligation;
and
     (2) If another partner or person dissociated as a partner is liable for the obligation, to that
other partner or person for any damage caused to that other partner or person arising from the
liability.
     (b) Except as otherwise provided in subsection (c) of this section, if a person dissociated
as a partner causes a partnership to incur an obligation under § 7-12.1-804(b), the person is liable:
     (1) To the partnership for any damage caused to the partnership arising from the obligation;
and
     (2) If a partner or another person dissociated as a partner is liable for the obligation, to the
partner or other person for any damage caused to the partner or other person arising from the
obligation.
     (c) A person dissociated as a partner is not liable under subsection (b) of this section if:
     (1) Section 7-12.1-802(c) permits the person to participate in winding up; and
     (2) The act that causes the partnership to be bound under § 7-12.1-804(b) is appropriate for
winding up the partnership's business.
     7-12.1-806. Disposition of assets in winding up -- When contributions required.
     (a) In winding up its business, a partnership shall apply its assets, including the
contributions required by this section, to discharge the partnership's obligations to creditors,
including partners that are creditors.
     (b) After a partnership complies with subsection (a) of this section, any surplus must be
distributed in the following order, subject to any charging order in effect under § 7-12.1-504:
     (1) To each person owning a transferable interest that reflects contributions made and not
previously returned, an amount equal to the value of the unreturned contributions; and
     (2) Among persons owning transferable interests in proportion to their respective rights to
share in distributions immediately before the dissolution of the partnership.
     (c) If a partnership's assets are insufficient to satisfy all its obligations under subsection (a)
of this section, with respect to each unsatisfied obligation incurred when the partnership was not a
limited-liability partnership, the following rules apply:
     (1) Each person that was a partner when the obligation was incurred and that has not been
released from the obligation under §§ 7-12.1-703(c) and 7-12.1-703(d) shall contribute to the
partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution
due from each of those persons is in proportion to the right to receive distributions in the capacity
of a partner in effect for each of those persons when the obligation was incurred.
     (2) If a person does not contribute the full amount required under subsection (c)(1) of this
section with respect to an unsatisfied obligation of the partnership, the other persons required to
contribute by subsection (c)(1) of this section on account of the obligation shall contribute the
additional amount necessary to discharge the obligation. The additional contribution due from each
of those other persons is in proportion to the right to receive distributions in the capacity of a partner
in effect for each of those other persons when the obligation was incurred.
     (3) If a person does not make the additional contribution required by subsection (c)(2) of
this section, further additional contributions are determined and due in the same manner as provided
in that subsection.
     (d) A person that makes an additional contribution under subsection (c)(2) or (c)(3) of this
section may recover from any person whose failure to contribute under subsection (c)(1) or (c)(2)
of this section necessitated the additional contribution. A person may not recover under this
subsection more than the amount additionally contributed. A person's liability under this subsection
may not exceed the amount the person failed to contribute.
     (e) If a partnership does not have sufficient surplus to comply with subsection (b)(1) of this
section, any surplus must be distributed among the owners of transferable interests in proportion to
the value of the respective unreturned contributions.
     (f) All distributions made under subsections (b) and (c) of this section must be paid in
money.
     7-12.1-807. Known claims against dissolved limited-liability partnership.
     (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited-
liability partnership may give notice of a known claim under subsection (b) of this section, which
has the effect provided in subsection (c) of this section.
     (b) A dissolved limited-liability partnership may in a record notify its known claimants of
the dissolution. The notice must:
     (1) Specify the information required to be included in a claim;
     (2) State that a claim must be in writing and provide a mailing address to which the claim
is to be sent;
     (3) State the deadline for receipt of a claim, which may not be less than one hundred twenty
(120) days after the date the notice is received by the claimant;
     (4) State that the claim will be barred if not received by the deadline; and
     (5) Unless the partnership has been throughout its existence a limited-liability partnership,
state that the barring of a claim against the partnership will also bar any corresponding claim against
any partner or person dissociated as a partner which is based on § 7-12.1-306.
     (c) A claim against a dissolved limited-liability partnership is barred if the requirements of
subsection (b) of this section are met and:
     (1) The claim is not received by the specified deadline; or
     (2) If the claim is timely received but rejected by the limited-liability partnership:
     (i) The partnership causes the claimant to receive a notice in a record stating that the claim
is rejected and will be barred unless the claimant commences an action against the partnership to
enforce the claim not later than ninety (90) days after the claimant receives the notice; and
     (ii) The claimant does not commence the required action not later than ninety (90) days
after the claimant receives the notice.
     (d) This section does not apply to a claim based on an event occurring after the date of
dissolution or a liability that on that date is contingent.
     7-12.1-808. Other claims against dissolved limited-liability partnership.
     (a) A dissolved limited-liability partnership may publish notice of its dissolution and
request persons having claims against the partnership to present them in accordance with the notice.
     (b) A notice under subsection (a) of this section must:
     (1) Be published at least once in a newspaper of general circulation;
     (2) Describe the information required to be contained in a claim, state that the claim must
be in writing, and provide a mailing address to which the claim is to be sent;
     (3) State that a claim against the partnership is barred unless an action to enforce the claim
is commenced not later than three (3) years after publication of the notice; and
     (4) Unless the partnership has been throughout its existence a limited-liability partnership,
state that the barring of a claim against the partnership will also bar any corresponding claim against
any partner or person dissociated as a partner which is based on § 7-12.1-306.
     (c) If a dissolved limited-liability partnership publishes a notice in accordance with
subsection (b) of this section, the claim of each of the following claimants is barred unless the
claimant commences an action to enforce the claim against the partnership not later than three (3)
years after the publication date of the notice:
     (1) A claimant that did not receive notice in a record under § 7-12.1-807;
     (2) A claimant whose claim was timely sent to the partnership but not acted on; and
     (3) A claimant whose claim is contingent at, or based on an event occurring after, the date
of dissolution.
     (d) A claim not barred under this section or § 7-12.1-807 may be enforced:
     (1) Against a dissolved limited-liability partnership, to the extent of its undistributed assets;
     (2) Except as otherwise provided in § 7-12.1-809, if assets of the partnership have been
distributed after dissolution, against a partner or transferee to the extent of that person's
proportionate share of the claim or of the partnership's assets distributed to the partner or transferee
after dissolution, whichever is less, but a person's total liability for all claims under this subsection
may not exceed the total amount of assets distributed to the person after dissolution; and
     (3) Against any person liable on the claim under §§ 7-12.1-306, 7-12.1-703, and 7-12.1-
805.
     7-12.1-809. Court proceedings.
     (a) A dissolved limited-liability partnership that has published a notice under § 7-12.1-808
may file an application with the Providence County superior court for a determination of the amount
and form of security to be provided for payment of claims that are reasonably expected to arise
after the date of dissolution based on facts known to the partnership and:
     (1) At the time of the application:
     (i) Are contingent; or
     (ii) Have not been made known to the partnership; or
     (2) Are based on an event occurring after the date of dissolution.
     (b) Security is not required for any claim that is or is reasonably anticipated to be barred
under § 7-12.1-807.
     (c) Not later than ten (10) days after the filing of an application under subsection (a) of this
section, the dissolved limited-liability partnership shall give notice of the proceeding to each
claimant holding a contingent claim known to the partnership.
     (d) In any proceeding under this section, the court may appoint a guardian ad litem to
represent all claimants whose identities are unknown. The reasonable fees and expenses of the
guardian, including all reasonable expert witness fees, must be paid by the dissolved limited-
liability partnership.
     (e) A dissolved limited-liability partnership that provides security in the amount and form
ordered by the court under subsection (a) of this section satisfies the partnership's obligations with
respect to claims that are contingent, have not been made known to the partnership, or are based on
an event occurring after the date of dissolution, and such claims may not be enforced against a
partner or transferee on account of assets received in liquidation.
     7-12.1-810. Liability of partner and person dissociated as partner when claim against
partnership barred.
     If a claim against a dissolved partnership is barred under §§ 7-12.1-807, 7-12.1-808, or 7-
12.1-809, any corresponding claim under §§ 7-12.1-306, 7-12.1-703, or 7-12.1-805 is also barred.
ARTICLE 9
LIMITED-LIABILITY PARTNERSHIP
     7-12.1-901. Statement of qualification.
     (a) A partnership may become a limited-liability partnership pursuant to this section.
     (b) The terms and conditions on which a partnership becomes a limited-liability partnership
must be approved by the affirmative vote or consent necessary to amend the partnership agreement
except, in the case of a partnership agreement that expressly addresses obligations to contribute to
the partnership, the affirmative vote or consent necessary to amend those provisions.
     (c) After the approval required by subsection (b) of this section, a partnership may become
a limited-liability partnership by delivering to the secretary of state for filing a statement of
qualification. The statement must contain:
     (1) The name of the partnership which must comply with § 7-12.1-902;
     (2) The street and mailing addresses of the partnership's principal office and, if different,
the street address of an office in this state, if any;
     (3) The name and street and mailing addresses in this state of the partnership's registered
agent; and
     (4) A statement that the partnership elects to become a limited-liability partnership.
     (d) A partnership's status as a limited-liability partnership remains effective, regardless of
changes in the partnership, until it is canceled pursuant to subsection (f) of this section or
administratively revoked pursuant to § 7-12.1-903.
     (e) The status of a partnership as a limited-liability partnership and the protection against
liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a
limited-liability partnership is not affected by errors or later changes in the information required to
be contained in the statement of qualification.
     (f) A limited-liability partnership may amend or cancel its statement of qualification by
delivering to the secretary of state for filing a statement of amendment or cancellation. The
statement must be approved by the affirmative vote or consent of all the partners and state the name
of the limited-liability partnership and in the case of:
     (1) An amendment, state the text of the amendment; and
     (2) A cancellation, state that the statement of qualification is canceled.
     7-12.1-902. Permitted names.
     (a) The name of a partnership that is not a limited-liability partnership may not contain the
phrase "Registered Limited-liability Partnership" or "Limited-liability Partnership" or the
abbreviation "R.L.L.P.", "L.L.P.", "RLLP" , or "LLP".
     (b) The name of a limited-liability partnership must contain the phrase "Registered
Limited-liability Partnership" or "Limited-liability Partnership" or the abbreviation "R.L.L.P.",
"L.L.P.", "RLLP", or "LLP".
     (c) The name of a limited-liability partnership, and the name under which a foreign limited-
liability partnership may register to do business in this state, must be distinguishable on the records
of the secretary of state from any:
     (1) Name of an existing person whose formation or qualifications required the filing of a
record by the secretary of state or any name that is filed, reserved, or registered under this title or
as permitted by the laws of this state, subject to the following:
     (i) This provision does not apply if the applicant files with the secretary of state a certified
copy of a final decree of a court of competent jurisdiction establishing the prior right of the
applicant to the use of the name in this state; and
     (ii) The name may be the same as the name of an existing person the certificate of
incorporation or organization of which has been revoked by the secretary of state as permitted by
law, and the revocation has not been withdrawn within one year from the date of the revocation.
     (iii) Words and/or abbreviations that are required by statute to identify the particular type
of business entity shall be disregarded when determining if a name is distinguishable upon the
records of the secretary of state.
     (iv) The secretary of state shall promulgate rules and regulations defining the term
"distinguishable upon the record" for the administration of this chapter.
     7-12.1-902.1. Fictitious business name.
     (a) Any domestic or foreign limited-liability partnership formed under the laws of, or
registered to do business in this state may transact business in this state under a fictitious name
provided that it files a fictitious business name statement in accordance with this section prior to
the time it commences to conduct business under the fictitious name.
     (b) A fictitious business name statement shall be filed with the secretary of state, and shall
be signed by a person authorized or required under this chapter to sign a record, and shall state:
     (1) The fictitious business name to be used; and
     (2) The name of the applicant limited-liability partnership or foreign limited-liability
partnership, and the state and date of its formation.
     (c) The fictitious business name statement expires upon the filing of a statement of
abandonment of use of a fictitious business name registered in accordance with this section or upon
the cancellation of the domestic limited-liability partnership or the withdrawal of registration of the
foreign limited-liability partnership.
     (d) The statement of abandonment of use of a fictitious business name under this section
shall be filed with the secretary of state, shall be executed in the same manner provided in
subsection (2) (b) of this section, and shall state:
     (1) The fictitious business name being abandoned;
     (2) The date on which the original fictitious business name statement being abandoned was
filed; and
     (3) The information presented in subsection (b) of this section.
     (e) No domestic or foreign limited-liability partnership transacting business under a
fictitious business name contrary to the provisions of this section, or its assignee, may maintain any
action upon or on account of any contract made, or transaction had, in the fictitious business name
in any court of the state until a fictitious business name statement has been filed in accordance with
this section.
     (f) No domestic or foreign limited-liability partnership may be permitted to transact
business under a fictitious business name pursuant to this section that is the same as the name of an
existing person whose registration or qualification required the filing of a record by the secretary
of state or any name that is filed, reserved, or registered under this title or as permitted by the laws
of this state, subject to the following:
     (1) This provision does not apply if the applicant files with the secretary of state a certified
copy of a final decree of a court of competent jurisdiction establishing the prior right of the
applicant to the use of the name in this state; and
     (2) The name may be the same as the name of an existing person the certificate of
incorporation or organization of which has been revoked by the secretary of state as permitted by
law, and the revocation has not been withdrawn within one year from the date of the revocation.
     (3) Words and/or abbreviations that are required by statute to identify the particular type
of business entity shall be disregarded when determining if a name is distinguishable upon the
records of the secretary of state.
     (4) The secretary of state shall promulgate rules and regulations defining the term
"distinguishable upon the record" for the administration of this chapter.
     7-12.1-903. Administrative revocation of statement of qualification.
     (a) The statement of qualification of a limited-liability partnership may be revoked by the
secretary of state under the conditions prescribed in this section when it is established that:
     (1) The limited-liability partnership procured its statement of qualification through fraud;
     (2) The limited-liability partnership has continued to exceed or abuse the authority
conferred upon it by law;
     (3) The limited-liability partnership has failed to file its annual report within the time
required by this chapter;
     (4) The limited-liability partnership has failed to pay any required fees to the secretary of
state when they have become due and payable;
     (5) The secretary of state has received notice from the division of taxation, in accordance
with § 7-12.1-915, that the limited-liability partnership has failed to pay any fees or taxes due this
state;
     (6) The limited-liability partnership has failed for thirty (30) days to appoint and maintain
a registered agent in this state as required by this chapter;
     (7) The limited-liability partnership has failed, after change of its registered agent, to file
in the office of the secretary of state a statement of the change as required by this chapter;
     (8) The limited-liability partnership has failed to file in the office of the secretary of state
any amendment to its statement of qualification or any articles of dissolution, cancellation
statement, merger, or consolidation as prescribed by this chapter; or
     (9) A misrepresentation has been made of any material matter in any application, report,
affidavit, or other document submitted by the limited-liability partnership pursuant to this chapter.
     (b) No certificate of a limited-liability partnership shall be revoked by the secretary of state
unless:
     (1) The secretary of state shall have given the limited-liability partnership notice thereof
not less than sixty (60) days prior to such revocation by regular mail addressed to the registered
agent in this state on file with the secretary of state's office, which notice shall specify the basis for
the revocation; provided, however, that if a prior mailing addressed to the address of the registered
agent of the limited-liability partnership in this state currently on file with the secretary of state's
office has been returned as undeliverable by the United States Postal Service for any reason, or if
the revocation notice is returned as undeliverable by the United States Postal Service for any reason,
the secretary of state shall give notice as follows:
     (i) To the limited-liability 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-liability partnership that has not yet filed an annual report, then
to the limited-liability partnership at the principal office in the statement of qualification of limited-
liability partnership and no further notice shall be required; and
     (2) The limited-liability partnership fails prior to revocation to file the annual report, pay
the fees or taxes, file the required statement of change of registered agent, file any amendments to
its statement of qualification or articles of dissolution, cancellation statement, merger, or
consolidation, or correct the misrepresentation.
     7-12.1-903.1. Issuance of certificates of revocation.
     (a) Upon revoking any such certificate of a limited-liability 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-liability partnership by regular mail a certificate of revocation,
addressed to the registered agent of the limited-liability 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-liability 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-liability 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-liability partnership that has not yet filed an annual report, then
to the domestic limited-liability company at the principal office in the articles of organization or to
the authorized person listed on the articles of organization, and no further notice shall be required.
     (b) An administrative revocation under this section affects only the partnership’s status as
a limited-liability partnership and is not an event causing dissolution of the partnership.
     (c) The revocation of a limited-liability partnership does not terminate the authority of its
registered agent.
     7-12.1-904. Reinstatement.
     (a) A partnership whose statement of qualification has been revoked administratively under
§ 7-12.1-903 may apply to the secretary of state for reinstatement of the statement of qualification
not later than two (2) years after the effective date of the revocation. The application must be
accompanied by a certificate of good standing from the Rhode Island division of taxation and state:
     (1) The name of the partnership at the time of the administrative revocation of its statement
of qualification and, if needed, a different name that satisfies § 7-12.1-902;
     (2) The address of the principal office of the partnership and the name and street and
mailing addresses of its registered agent;
     (3) The effective date of administrative revocation of the partnership's statement of
qualification;
     (4) On the payment by the limited-liability 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
     (5) That the grounds for revocation did not exist or have been cured.
     (b) To have its statement of qualification reinstated, a partnership must pay all fees, taxes,
interest, and penalties that were due to the secretary of state or tax administrator at the time of the
administrative revocation and all fees, taxes, interest, and penalties that would have been due to the
secretary of state or tax administrator while the partnership's statement of qualification was revoked
administratively.
     (c) If the secretary of state determines that an application under subsection (a) of this
section contains the required information, is satisfied that the information is correct, and determines
that all payments required to be made to the secretary of state by subsection (b) of this section have
been made, the secretary of state shall:
     (1) Cancel the statement of revocation and prepare a statement of reinstatement that states
the secretary of state's determination and the effective date of reinstatement; and
     (2) File the statement of reinstatement and serve a copy on the partnership.
     (d) 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
administrative revocation.
     (2) The partnership's status as a limited-liability partnership continues 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.
     7-12.1-905. Judicial review of denial of reinstatement.
     (a) If the secretary of state denies a partnership's application for reinstatement following
administrative revocation of the partnership's statement of qualification, the secretary of state shall
serve the partnership with a notice in a record that explains the reasons for the denial.
     (b) A partnership may seek judicial review of denial of reinstatement in the Providence
County superior court not later than thirty (30) days after service of the notice of denial.
     7-12.1-906. Reservation of name.
     (a) A person may reserve the exclusive use of a name that complies with § 7-12.1-902 by
delivering an application to the secretary of state for filing. The application must state the name
and address of the applicant and the name to be reserved. If the secretary of state finds that the
name is available, the secretary of state shall reserve the name for the applicant's exclusive use for
one hundred twenty (120) days.
     (b) The owner of a reserved name may transfer the reservation to another person by
delivering to the secretary of state a signed notice in a record of the transfer which states the name
and address of the person to which the reservation is being transferred.
     7-12.1-907. Registration of name.
     (a) A foreign limited-liability partnership not registered to do business in this state under
Article 10 of this chapter may register its name, or an alternate name adopted pursuant to § 7-12.1-
902, if the name is distinguishable on the records of the secretary of state from the names that are
not available under § 7-12.1-902.
     (b) To register its name or an alternate name adopted pursuant to § 7-12.1-902, a foreign
limited-liability partnership must deliver to the secretary of state for filing an application stating
the partnership's name, the jurisdiction and date of its formation, and any alternate name adopted
pursuant to § 7-12.1-902. If the secretary of state finds that the name applied for is available, the
secretary of state shall register the name for the applicant's exclusive use.
     (c) The registration of a name under this section is effective for one year after the date of
registration.
     (d) A foreign limited-liability partnership whose name registration is effective may renew
the registration for successive one-year periods by delivering, not earlier than three (3) months
before the expiration of the registration, to the secretary of state for filing a renewal application that
complies with this section. When filed, the renewal application renews the registration for a
succeeding one-year period.
     (e) A foreign limited-liability partnership whose name registration is effective may register
as a foreign limited-liability partnership under the registered name or consent in a signed record to
the use of that name by another person that is not an individual.
     7-12.1-908. Registered agent.
     (a) Each limited-liability partnership and each registered foreign limited-liability
partnership shall designate and maintain a registered agent in this state. The designation of a
registered agent is an affirmation of fact by the partnership or foreign partnership that the agent has
consented to serve.
     (b) A registered agent for a limited-liability partnership or registered foreign limited-
liability partnership must be an existing person and have a place of business in this state.
     (c) The only duties under this chapter of a registered agent that has complied with this
chapter are:
     (1) To forward to the limited-liability partnership or registered foreign limited-liability
partnership at the address most recently supplied to the agent by the partnership or foreign
partnership any process, notice, or demand pertaining to the partnership or foreign partnership
which is served on or received by the agent;
     (2) If the registered agent resigns, to provide the notice required by § 7-12.1-907(c) to the
partnership or foreign partnership at the address most recently supplied to the agent by the
partnership or foreign partnership; and
     (3) To keep current the information with respect to the agent in the statement of
qualification or foreign registration statement.
     7-12.1-909. Change of registered agent or address for registered agent by limited-
liability partnership.
     (a) A limited-liability partnership or registered foreign limited-liability partnership may
change its registered agent or the address of its registered agent by delivering to the secretary of
state for filing a statement of change that states:
     (1) The name of the partnership or foreign partnership; and
     (2) The information that is to be in effect as a result of the filing of the statement of change.
     (b) The partners of a limited-liability partnership need not approve the delivery to the
secretary of state for filing of:
     (1) A statement of change under this section; or
     (2) A similar filing changing the registered agent or registered office, if any, of the
partnership in any other jurisdiction.
     (c) A statement of change under this section designating a new registered agent is an
affirmation of fact by the limited-liability partnership or registered foreign limited-liability
partnership that the agent has consented to serve.
     7-12.1-910. Resignation of registered agent.
     (a) A registered agent may resign as an agent for a limited-liability partnership or registered
foreign limited-liability partnership by delivering to the secretary of state for filing a statement of
resignation that states:
     (1) The name of the partnership or foreign partnership;
     (2) The name of the agent;
     (3) That the agent resigns from serving as registered agent for the partnership or foreign
partnership; and
     (4) The address of the partnership or foreign partnership to which the agent will send the
notice required by subsection (c) of this section.
     (b) A statement of resignation takes effect on the earlier of:
     (1) The thirty-first day after the day on which it is filed by the secretary of state; or
     (2) The designation of a new registered agent for the limited-liability partnership or
registered foreign limited-liability partnership.
     (c) A registered agent promptly shall furnish to the limited-liability partnership or
registered foreign limited-liability partnership notice in a record of the date on which a statement
of resignation was filed.
     (d) When a statement of resignation takes effect, the registered agent ceases to have
responsibility under this chapter for any matter thereafter tendered to it as agent for the limited-
liability partnership or registered foreign limited-liability partnership. The resignation does not
affect any contractual rights the partnership or foreign partnership has against the agent or that the
agent has against the partnership or foreign partnership.
     (e) A registered agent may resign with respect to a limited-liability partnership or registered
foreign limited-liability partnership whether or not the partnership or foreign partnership is in good
standing.
     7-12.1-911. Change of name or address by registered agent.
     (a) If a registered agent changes its name or address, the agent may deliver to the secretary
of state for filing a statement of change that states:
     (1) The name of the limited-liability partnership or registered foreign limited-liability
partnership represented by the registered agent;
     (2) The name of the agent as currently shown in the records of the secretary of state for the
partnership or foreign partnership;
     (3) If the name of the agent has changed, its new name; and
     (4) If the address of the agent has changed, its new address.
     (b) A registered agent promptly shall furnish notice to the represented limited-liability
partnership or registered foreign limited-liability partnership of the filing by the secretary of state
of the statement of change and the changes made by the statement.
     7-12.1-912. Service of process, notice, or demand.
     (a) A limited-liability partnership or registered foreign limited-liability partnership may be
served with any process, notice, or demand required or permitted by law by serving its registered
agent.
     (b) If a limited-liability partnership or registered foreign limited-liability partnership fails
to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with
reasonable diligence be found at the registered office, then the secretary of state is an agent of the
corporation upon whom any process, notice, or demand may be served. Service on the secretary of
state of any process, notice, or demand is made by delivering to and leaving with him or her or with
any clerk having charge of the corporation department of his or her office, duplicate copies of the
process, notice, or demand. In the event any process, notice, or demand is served on the secretary
of state, the secretary of state shall immediately forward one of the copies by certified mail,
addressed to the corporation at its registered office. Any service upon the secretary of state is
returnable in not less than thirty (30) days.
     (c) The secretary of state shall maintain a record of any such service setting forth the name
of the plaintiff and defendant, the title, docket number and nature of the proceeding in which
process has been served upon the secretary of state, the fact that service has been effected pursuant
to this subsection, the return date thereof, and the day and hour when the service was made. The
secretary of state shall not be required to retain such information for a period longer than five (5)
years from receipt of the service of process.
     (d) Service of process, notice, or demand on a registered agent must be in a written record.
     (e) Service of process, notice, or demand may be made by other means under law other
than this chapter.
     7-12.1-913. Annual report for secretary of state.
     (a) A limited-liability partnership or registered foreign limited-liability partnership shall
deliver to the secretary of state for filing an annual report that states:
     (1) The name of the partnership or registered foreign partnership;
     (2) The street and mailing addresses of its principal office;
     (3) The name of at least one partner;
     (4) In the case of a foreign partnership, its jurisdiction of formation and any alternate name
adopted under § 7-12.1-1006;
     (5) A brief statement of the character of the business in which the limited-liability
partnership is actually engaged in this state; and
     (6) Any additional information that is required by the secretary of state.
     (b) The annual report must be made on forms prescribed and furnished by the secretary of
state, and the information in the annual report must be current as of the date the report is signed by
the limited-liability partnership or registered foreign limited-liability partnership.
     (c) The first annual report must be filed with the secretary of state after February 1, and
before May 1, of the year following the calendar year in which the limited-liability partnership's
statement of qualification became effective or the registered foreign limited-liability partnership
registered to do business in this state. Subsequent annual reports must be filed with the secretary of
state after February 1, and before May 1, of each calendar year thereafter. Proof to the satisfaction
of the secretary of state that prior to May 1 the report was deposited in the United States mail in a
sealed envelope, properly addressed, with postage prepaid, is deemed to be a compliance with this
requirement.
     (d) If the secretary of state finds that the annual report conforms to the requirements of this
chapter, the secretary of state shall file the report. If an annual report does not contain the
information required by this section, the secretary of state promptly shall notify the reporting
limited-liability partnership or registered foreign limited-liability partnership in a record and return
the report for correction, in which event the penalties subsequently prescribed for failure to file the
report within the time previously provided do not apply if the report is corrected to conform to the
requirements of this chapter and returned to the secretary of state within thirty (30) days from the
date on which it was mailed to the corporation by the secretary of state.
     (e) Each limited-liability partnership, domestic or foreign, that fails or refuses to file its
annual report for any year within thirty (30) days after the time prescribed by this chapter is subject
to a penalty of twenty-five dollars ($25.00) per year.
     7-12.1-914. Filing of returns with the tax administrator -- annual charge.
     (a) For tax years beginning on or after January 1, 2012, a limited-liability partnership
registered under § 7-12-56, shall file a return in the form and containing the information as
prescribed by the tax administrator as follows:
     (1) If the fiscal year of the limited-liability partnership is the calendar year, on or before
the fifteenth day of April in the year following the close of the fiscal year; and
     (2) If the fiscal year of the limited-liability partnership is not a calendar year, on or before
the fifteenth day of the fourth month following the close of the fiscal year.
     (b) For tax years beginning after December 31, 2015, a limited-liability partnership
registered under § 7-12-56 or this chapter, shall file a return, in the form and containing the
information as prescribed by the tax administrator, and shall be filed on or before the date a federal
tax return is due to be filed, without regard to extension.
     (c) An annual charge, equal to the minimum tax imposed upon a corporation under § 44-
11-2(e), shall be due on the filing of the limited-liability partnership's return filed with the tax
administrator and shall be paid to the division of taxation.
     (d) The annual charge is delinquent if not paid by the due date for the filing of the return
and an addition of one hundred dollars ($100) to the charge is then due.
     7-12.1-915. Confirmation of state fees and taxes.
     (a) Notwithstanding any other provisions of the Rhode Island general laws, when any
section of this chapter refers to state fees and/or taxes paid, the division of taxation is authorized to
respond and share tax information with the secretary of state’s office in response to a request from
that office regarding an entity’s tax status as compliant or noncompliant.
     (b) If the secretary of state’s office receives notice from the division of taxation that the
limited-liability partnership has failed to pay any fees or taxes due this state, the secretary of state
shall begin revocation proceedings in accordance with the provisions of § 7-12.1-903.
     (c) The notice of revocation may state as the basis for revocation that the taxpayer failed
to pay state fees and/or taxes to the division of taxation. However, the secretary of state’s office
must otherwise protect all state and federal tax information in its custody as required by § 7-12.1-
915 and refrain from disclosing any other specific tax information.
     7-12.1-916. Revocation of certificate of limited-liability partnership or certificate of
registration for nonpayment of fee fees or taxes.
     (a) The tax administrator may, after July 15 of each year, compile a list of all limited-
liability partnerships that have failed to pay any state fees and/or taxes for one year after the fees
and/or taxes became due and payable, and the failure is not the subject of a pending appeal. The
tax administrator shall certify to the correctness of the list. Upon receipt of the certified list, the
secretary of state may initiate revocation proceedings as defined in § 7-12.1-903.
     (b) With respect to any information provided by the division of taxation to the secretary of
state’s office pursuant to this chapter, the secretary of state, together with the employees or agents
thereof, shall be subject to all state and federal tax confidentiality laws applying to the division of
taxation and the officers, agents, and employees thereof, and which restrict the acquisition, use,
storage, dissemination, or publication of confidential taxpayer data.
     (c) Notwithstanding the foregoing, the notice of revocation may state as the basis for
revocation that the taxpayer has failed to pay state fees and/or taxes to the division of taxation.
However, the secretary of state’s office must otherwise protect all state and federal tax information
in its custody as required by subsection (b) of this section and refrain from disclosing any other
specific tax information.
ARTICLE 10
FOREIGN LIMITED-LIABILITY PARTNERSHIP
     7-12.1-1001. Governing law.
     (a) The law of the jurisdiction of formation of a foreign limited-liability partnership
governs:
     (1) The internal affairs of the partnership; and
     (2) The liability of a partner as partner for a debt, obligation, or other liability of the foreign
partnership.
     (b) A foreign limited-liability partnership is not precluded from registering to do business
in this state because of any difference between the law of its jurisdiction of formation and the law
of this state.
     (c) Registration of a foreign limited-liability partnership to do business in this state does
not authorize the foreign partnership to engage in any business or exercise any power that a limited-
liability partnership may not engage in or exercise in this state.
     7-12.1-1002. Registration to do business in this state.
     (a) A foreign limited-liability partnership may not do business in this state until it registers
with the secretary of state under this article.
     (b) A foreign limited-liability partnership doing business in this state may not maintain an
action or proceeding in this state unless it has registered to do business in this state.
     (c) The failure of a foreign limited-liability partnership to register to do business in this
state does not impair the validity of a contract or act of the foreign partnership or preclude it from
defending an action or proceeding in this state.
     (d) A limitation on the liability of a partner of a foreign limited-liability partnership is not
waived solely because the foreign partnership does business in this state without registering to do
business in this state.
     (e) Sections 7-12.1-1001(a) and 7-12.1-1001(b) applies even if a foreign limited-liability
partnership fails to register under this article.
     7-12.1-1003. Foreign registration statement.
     To register to do business in this state, a foreign limited-liability partnership must deliver
a foreign registration statement to the secretary of state for filing. The statement must state:
     (1) The name of the partnership and, if the name does not comply with § 7-12.1-902, an
alternate name adopted pursuant to § 7-12.1-1006(a);
     (2) That the partnership is a foreign limited-liability partnership;
     (3) The partnership's jurisdiction of formation;
     (4) The general character of the business it proposes to transact in this state;
     (5) The name and business address of at least one partner;
     (6) The street and mailing addresses of the partnership's principal office and, if the law of
the partnership's jurisdiction of formation requires the partnership to maintain an office in that
jurisdiction, the street and mailing addresses of the required office;
     (7) The name and street and mailing addresses of the partnership's registered agent in this
state;
     (8) A statement that the secretary of state is appointed the agent of a foreign limited-liability
partnership for service of process if no agent has been appointed, or, if appointed, the agent’s
authority has been revoked or if the agent cannot be found or served with the exercise of reasonable
diligence; and
     (9) Additional information as may be necessary or appropriate in order to enable the
secretary of state to determine whether the foreign limited-liability partnership is entitled to a
certificate of authority to transact business in this state.
     7-12.1-1004. Amendment of foreign registration statement.
     A registered foreign limited-liability partnership shall deliver to the secretary of state for
filing an amendment to its foreign registration statement if there is a change in:
     (1) The name of the partnership;
     (2) The alternate name adopted pursuant to § 7-12.1-1006(a);
     (3) The address required by § 7-12.1-1003(6).
     7-12.1-1005. Activities not constituting doing business.
     (a) Activities of a foreign limited-liability partnership which do not constitute doing
business in this state under this article include:
     (1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
     (2) Carrying on any activity concerning its internal affairs, including holding meetings of
its partners;
     (3) Maintaining accounts in financial institutions;
     (4) Maintaining offices or agencies for the transfer, exchange, and registration of securities
of the partnership or maintaining trustees or depositories with respect to those securities;
     (5) Selling through independent contractors;
     (6) Soliciting or obtaining orders by any means if the orders require acceptance outside this
state before they become contracts;
     (7) Creating or acquiring indebtedness, mortgages, or security interests in property;
     (8) Securing or collecting debts or enforcing mortgages or security interests in property
securing the debts and holding, protecting, or maintaining property;
     (9) Conducting an isolated transaction that is not in the course of similar transactions;
     (10) Owning, without more, property; and
     (11) Doing business in interstate commerce.
     (b) A person does not do business in this state solely by being a partner of a foreign limited-
liability partnership that does business in this state.
     (c) This section does not apply in determining the contacts or activities that may subject a
foreign limited-liability partnership to service of process, taxation, or regulation under law of this
state other than this chapter.
     7-12.1-1006. Noncomplying name of foreign limited-liability partnership.
     (a) A foreign limited-liability partnership whose name does not comply with § 7-12.1-902
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 § 7-12.1-902. A partnership that registers under an
alternate name under this subsection need not comply with §§ 7-16-902 or 7-1.2-402. A partnership
that registers under an alternate name under this subsection need not comply with this state’s
fictitious name statute. After registering to do business in the 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 state's fictitious name statute to
include, but not be limited to, §§ 7-16- 902.1 or 7-1.2-402.
     (b) If a registered foreign limited-liability partnership changes its name to one that does
not comply with § 7-12.1-902, 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-
12.1-902.
     7-12.1-1007. Withdrawal deemed on conversion to domestic filing entity or domestic
limited-liability partnership.
     A registered foreign limited-liability partnership that converts to a domestic limited-
liability partnership or to a domestic entity whose formation requires the 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.
     7-12.1-1008. Withdrawal on dissolution or conversion to nonfiling entity other than
limited-liability partnership.
     (a) A registered foreign limited-liability 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-liability 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-liability
partnership was authorized to transact business in this state may subsequently be made on the
limited-liability partnership by service on the secretary of state in accordance with subsection (b)
of this section; and
     (iv) The post office address to which the secretary of state may mail a copy of any process
against the limited-liability partnerships that is served on the secretary of state.
     (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; and
     (iv) A mailing address to which service of process may be made under subsection (b) of
this section.
     (b) After a withdrawal under this section becomes effective, service of process in any action
or proceeding based on a cause of action arising during the time the foreign limited-liability
partnership was registered to do business in this state may be made pursuant to § 7-12.1-912.
     7-12.1-1009. Transfer of registration.
     (a) When a registered foreign limited-liability 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-liability partnership before the merger or
conversion;
     (2) That before the merger or conversion the registration pertained to a foreign limited-
liability partnership;
     (3) The name of the applicant foreign entity into which the foreign limited-liability
partnership has merged or to which it has been converted and, if the name does not comply with §
7-12.1-902, an alternate name adopted pursuant to § 7-12.1-1006(a);
     (4) The type of entity of the applicant foreign entity and its jurisdiction of formation;
     (b) An application for authority to transact business in the state of Rhode Island for the
resulting entity type and 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.
     (c) When an application for transfer of registration takes effect, the registration of the
foreign limited-liability 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.
     7-12.1-1010. Revocation of registration.
     (a) The registration of a foreign limited-liability partnership may be revoked by the
secretary of state under the conditions prescribed in this section when it is established that:
     (1) The limited-liability partnership procured its certificate of registration through fraud;
     (2) The limited-liability partnership has continued to exceed or abuse the authority
conferred upon it by law;
     (3) The limited-liability partnership has failed to file its annual report within the time
required by this chapter;
     (4) The limited-liability partnership has failed to pay any required fees to the secretary of
state when they have become due and payable;
     (5) The limited-liability partnership has failed for thirty (30) days to appoint and maintain
a registered agent in this state as required by this chapter;
     (6) The limited-liability partnership has failed, after change of its registered agent, to file
in the office of the secretary of state a statement of the change as required by this chapter;
     (7) The limited-liability partnership has failed to file in the office of the secretary of state
any amendment to its certificate of registration or any articles of dissolution, merger, or
consolidation as prescribed by this chapter; or
     (8) A misrepresentation has been made of any material matter in any application, report,
affidavit, or other document submitted by the limited-liability partnership pursuant to this chapter.
     (b) No certificate of registration of a limited-liability partnership shall be revoked by the
secretary of state unless:
     (1) The secretary of state shall have given the limited-liability partnership notice thereof
not less than sixty (60) days prior to such revocation by regular mail addressed to the registered
agent in this state on file with the secretary of state's office, which notice shall specify the basis for
the revocation; provided, however, that if a prior mailing addressed to the address of the registered
agent of the limited-liability partnership in this state currently on file with the secretary of state's
office has been returned as undeliverable by the United States Postal Service for any reason, or if
the revocation notice is returned as undeliverable by the United States Postal Service for any reason,
the secretary of state shall give notice as follows:
     (i) To the limited-liability 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-liability partnership that has not yet filed an annual report, then
to the limited-liability partnership at the principal office in the certificate of registration of limited-
liability partnership and no further notice shall be required; and
     (2) The limited-liability partnership fails prior to revocation to file the annual report, pay
the fees or taxes, file the required statement of change of registered agent, file the amendment to
its registration or certificate of withdrawal of registration, merger, or consolidation, or correct the
misrepresentation.
     7-12.1-1011. Issuance of certificates of revocation.
     (a) Upon revoking any such certificate of registration of limited-liability 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-liability partnership by regular mail a certificate of revocation,
addressed to the registered agent of the limited-liability 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-liability 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-liability 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-liability 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-liability partnership to do business in
this state ceases on the effective date of the certificate of revocation, or to apply for reinstatement
under § 7-12.1-1012.
     (c) The revocation of a limited-liability partnership does not terminate the authority of its
registered agent.
     7-12.1-1012. Reinstatement.
     (a) Within two (2) years after issuing a certificate of revocation as provided in § 7-12.1-
1011, the secretary of state may withdraw the certificate of revocation and retroactively reinstate
the limited-liability partnership in good standing as if its certificate of registration of limited-
liability partnership had not been revoked except as subsequently provided:
     (1) On the filing by the limited-liability partnership of the documents it had previously
failed to file as set forth in §§ 7-12.1-1006(a)(3) through 7-12.1-1006(a)(7);
     (2) On the payment by the limited-liability 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
     (b) If, as permitted by the provisions of this chapter or chapters chapter 1.2, 6, 12 12.1, or
13.1 of this title, another limited-liability company, business or nonprofit corporation, registered
limited-liability partnership or a limited-liability 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-
liability 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-liability partnership amending its certificate of registration so as to designate a
name that meets the requirements of § 7-12.1-902 by adopting an alternate name pursuant to § 7-
12.1-1006(a).
     (d) (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-liability 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.
     7-12.1-1013. Withdrawal of registration of registered foreign limited-liability
partnership.
     (a) A registered foreign limited-liability 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-liability 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-liability
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; and
     (4) The post office address to which the secretary of state may mail a copy of any process
against the limited-liability partnership that is served on the secretary of state.
     (b) After the withdrawal of the registration of a foreign limited-liability 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 § 7-12.1-912.
     7-12.1-1014. Action by attorney general.
     The attorney general may maintain an action to enjoin a foreign limited-liability
partnership from doing business in this state in violation of this article of this chapter.
ARTICLE 11
MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION
PART 1
GENERAL PROVISIONS
     7-12.1-11.11 7-12.1-1101. Definitions.
     As used in this chapter:
     (1) "Acquired entity" means the entity, all of one or more classes or series of interests of
which are acquired in an interest exchange.
     (2) "Acquiring entity" means the entity that acquires all of one or more classes or series of
interests of the acquired entity in an interest exchange.
     (3) "Conversion" means a transaction authorized by §§ 7-12.1-11.41 through 7-12.1-11.46.
     (4) "Converted entity" means the converting entity as it continues in existence after a
conversion.
     (5) "Converting entity" means the domestic entity that approves a plan of conversion
pursuant to § 7-12.1-11.43 or the foreign entity that approves a conversion pursuant to the law of
its jurisdiction of formation.
     (6) "Distributional interest" means the right under an unincorporated entity's organic law
and organic rules to receive distributions from the entity.
     (7) "Domestic", with respect to an entity, means governed as to its internal affairs by the
law of this state.
     (8) "Domesticated limited-liability partnership" means a domesticating limited-liability
partnership as it continues in existence after a domestication.
     (9) "Domesticating limited-liability partnership" means the domestic limited-liability
partnership that approves a plan of domestication pursuant to § 7-12.1-11.53 or the foreign limited-
liability partnership that approves a domestication pursuant to the law of its jurisdiction of
formation.
     (10) "Domestication" means a transaction authorized by §§ 7-12.1-11.51 through 7-12.1-
11.56.
     (11) "Entity":
     (i) Means:
     (A) A business corporation;
     (B) A nonprofit corporation;
     (C) A general partnership, including a limited-liability partnership;
     (D) A limited partnership, including a limited-liability limited partnership;
     (E) A limited-liability company;
     (F) A general cooperative association;
     (G) A limited cooperative association;
     (H) An unincorporated nonprofit association;
     (I) A statutory trust, business trust, or common-law business trust; or
     (J) Any other person that has:
     (I) A legal existence separate from any interest holder of that person; or
     (II) The power to acquire an interest in real property in its own name; and
     (ii) Does not include:
     (A) An individual;
     (B) A trust with a predominantly donative purpose or a charitable trust;
     (C) An association or relationship that is not an entity listed in subsection (11)(i) of this
section and is not a partnership under the rules stated in § 7-12.1-202(c) or a similar provision of
the law of another jurisdiction;
     (D) A decedent's estate; or
     (E) A government or a governmental subdivision, agency, or instrumentality.
     (12) "Filing entity" means an entity whose formation requires the filing of a public organic
record. The term does not include a limited-liability partnership.
     (13) "Foreign", with respect to an entity, means an entity governed as to its internal affairs
by the law of a jurisdiction other than this state.
     (14) "Governance interest" means a right under the organic law or organic rules of an
unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
     (i) Receive or demand access to information concerning, or the books and records of, the
entity;
     (ii) Vote for or consent to the election of the governors of the entity; or
     (iii) Receive notice of or vote on or consent to an issue involving the internal affairs of the
entity.
     (15) "Governor" means:
     (i) A director of a business corporation;
     (ii) A director or trustee of a nonprofit corporation;
     (iii) A general partner of a general partnership;
     (iv) A general partner of a limited partnership;
     (v) A manager of a manager-managed limited-liability company;
     (vi) A member of a member-managed limited-liability company;
     (vii) A director of a general cooperative association;
     (viii) A director of a limited cooperative association;
     (ix) A manager of an unincorporated nonprofit association;
     (x) A trustee of a statutory trust, business trust, or common-law business trust; or
     (xi) Any other person under whose authority the powers of an entity are exercised and
under whose direction the activities and affairs of the entity are managed pursuant to the organic
law and organic rules of the entity.
     (16) "Interest" means:
     (i) A share in a business corporation;
     (ii) A membership in a nonprofit corporation;
     (iii) A partnership interest in a general partnership;
     (iv) A partnership interest in a limited partnership;
     (v) A membership interest in a limited-liability company;
     (vi) A share in a general cooperative association;
     (vii) A member's interest in a limited cooperative association;
     (viii) A membership in an unincorporated nonprofit association;
     (ix) A beneficial interest in a statutory trust, business trust, or common-law business trust;
or
     (x) A governance interest or distributional interest in any other type of unincorporated
entity.
     (17) "Interest exchange" means a transaction authorized by §§ 7-12.1-11.31 through 7-
12.1-11.36.
     (18) "Interest holder" means:
     (i) A shareholder of a business corporation;
     (ii) A member of a nonprofit corporation;
     (iii) A general partner of a general partnership;
     (iv) A general partner of a limited partnership;
     (v) A limited partner of a limited partnership;
     (vi) A member of a limited-liability company;
     (vii) A shareholder of a general cooperative association;
     (viii) A member of a limited cooperative association;
     (ix) A member of an unincorporated nonprofit association;
     (x) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law
business trust; or
     (xi) Any other direct holder of an interest.
     (19) "Interest holder liability" means:
     (i) Personal liability for a liability of an entity which is imposed on a person:
     (A) Solely by reason of the status of the person as an interest holder; or
     (B) By the organic rules of the entity which make one or more specified interest holders or
categories of interest holders liable in their capacity as interest holders for all or specified liabilities
of the entity; or
     (ii) An obligation of an interest holder under the organic rules of an entity to contribute to
the entity.
     (20) "Merger" means a transaction authorized by §§ 7-12.1-11.21 through 7-12.1-11.26.
     (21) "Merging entity" means an entity that is a party to a merger and exists immediately
before the merger becomes effective.
     (22) "Organic law" means the law of an entity's jurisdiction of formation governing the
internal affairs of the entity.
     (23) "Organic rules" means the public organic record and private organic rules of an entity.
     (24) "Plan" means a plan of merger, plan of interest exchange, plan of conversion, or plan
of domestication.
     (25) "Plan of conversion" means a plan under § 7-12.1-11.42.
     (26) "Plan of domestication" means a plan under § 7-12.1-11.52.
     (27) "Plan of interest exchange" means a plan under § 7-12.1-11.32.
     (28) "Plan of merger" means a plan under § 7-12.1-11.22.
     (29) "Private organic rules" means the rules, whether or not in a record, that govern the
internal affairs of an entity, are binding on all its interest holders, and are not part of its public
organic record, if any. The term includes:
     (i) The bylaws of a business corporation;
     (ii) The bylaws of a nonprofit corporation;
     (iii) The partnership agreement of a general partnership;
     (iv) The partnership agreement of a limited partnership;
     (v) The operating agreement of a limited-liability company;
     (vi) The bylaws of a general cooperative association;
     (vii) The bylaws of a limited cooperative association;
     (viii) The governing principles of an unincorporated nonprofit association; and
     (ix) The trust instrument of a statutory trust or similar rules of a business trust or common-
law business trust.
     (30) "Protected agreement" means:
     (i) A record evidencing indebtedness and any related agreement in effect on the effective
date of this chapter;
     (ii) An agreement that is binding on an entity on the effective date of this chapter;
     (iii) The organic rules of an entity in effect on the effective date of this chapter; or
     (iv) An agreement that is binding on any of the governors or interest holders of an entity
on the effective date of this chapter.
     (31) "Public organic record" means the record the filing of which by the secretary of state
is required to form an entity and any amendment to or restatement of that record. The term includes:
     (i) The articles of incorporation of a business corporation;
     (ii) The articles of incorporation of a nonprofit corporation;
     (iii) The certificate of limited partnership of a limited partnership;
     (iv) The certificate of organization of a limited-liability company;
     (v) The articles of incorporation of a general cooperative association;
     (vi) The articles of organization of a limited cooperative association; and
     (vii) The certificate of trust of a statutory trust or similar record of a business trust.
     (32) "Registered foreign entity" means a foreign entity that is registered to do business in
this state pursuant to a record filed by the secretary of state.
     (33) "Statement of conversion" means a statement under § 7-12.1-11.45.
     (34) "Statement of domestication" means a statement under § 7-12.1-11.55.
     (35) "Statement of interest exchange" means a statement under § 7-12.1-11.35.
     (36) "Statement of merger" means a statement under § 7-12.1-11.25.
     (37) "Surviving entity" means the entity that continues in existence after or is created by a
merger.
     (38) "Type of entity" means a generic form of entity:
     (i) Recognized at common law; or
     (ii) Formed under an organic law, whether or not some entities formed under that organic
law are subject to provisions of that law that create different categories of the form of entity.
     7-12.1-11.21 7-12.1-1102. Relationship of article to other laws.
     (a) This article does not authorize an act prohibited by, and does not affect the application
or requirements of, any law other than this article.
     (b) A transaction effected under this chapter 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.
     7-12.1-11.31 7-12.1-1103. 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 article 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.
     7-12.1-11.41 7-12.1-1104. Nonexclusivity.
     The fact that a transaction under this article produces a certain result does not preclude the
same result from being accomplished in any other manner permitted by law other than this article.
     7-12.1-11.51 7-12.1-1105. 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.
     7-12.1-11.61 7-12.1-1106. Appraisal rights.
     An interest holder of a domestic merging, acquired, converting, or domesticating
partnership is entitled to contractual appraisal rights in connection with a transaction under this
article to the extent provided in:
     (1) The partnership's organic rules; or
     (2) The plan.
     7-12.1-11.71 7-12.1-1107. Excluded entities and transactions; Other applicable law.
     (a) This Part 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, the transaction is still subject to such other law.
PART 2
MERGER
     7-12.1-11.21 7-12.1-1121. Merger authorized.
     (a) By complying with this part:
     (1) One or more domestic 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 partnership.
     (b) By complying with the provisions of this part applicable to foreign entities, a foreign
entity may be a party to a merger under this part 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.
     7-12.1-11.22 7-12.1-1122. Plan of merger.
     (a) A domestic partnership may become a party to a merger under this part 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; or
     (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.
     7-12.1-11.23 7-12.1-1123. Approval of merger.
     (a) A plan of merger is not effective unless it has been approved:
     (1) By a domestic merging 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 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 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.
     7-12.1-11.24 7-12.1-1124. 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 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 be 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 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 filed with the
secretary of state and before the statement becomes effective, a statement of abandonment, signed
by a party to the plan, must be filed with the secretary of state 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.
     7-12.1-11.25 7-12.1-1125. Articles of merger -- Effective date of merger.
     (a) Articles of merger must be signed by each merging entity and filed with the secretary
of state.
     (b) Articles of merger must contain:
     (1) The name, jurisdiction of formation, and type of entity of each merging entity that is
not the surviving entity;
     (2) The name, jurisdiction of formation, and type of entity of the surviving entity;
     (3) A statement that the merger was approved by each domestic merging entity, if any, in
accordance with this part and by each foreign merging entity, if any, in accordance with the law of
its jurisdiction of formation;
     (4) If the surviving entity exists before the merger and is a domestic filing entity, any
amendment to its public organic record approved as part of the plan of merger;
     (5) If the surviving entity is created by the merger and is a domestic filing entity, its public
organic record, as an attachment; and
     (6) If the surviving entity is created by the merger and 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 merger
may contain any other provision not prohibited by law.
     (d) If the surviving 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 surviving or resulting entity is not a domestic limited-liability partnership or
another filing entity of record in the office of the secretary of state, a statement that the surviving
or resulting other entity agrees that it may be served with process in Rhode Island in any action,
suit, or proceeding for the enforcement of any obligation of any domestic limited-liability
partnership that is to merge, irrevocably appointing the secretary of state as its agent to accept
service of process in the action, suit, or proceeding and specifying the address to which a copy of
the process is to be mailed to it by the secretary of state. In the event of service under this section
on the secretary of state, the procedures set forth in § 7-12.1-912 are applicable, except that the
plaintiff in any action, suit, or proceeding shall furnish the secretary of state with the address
specified in the articles of merger provided for in this section and any other address that the plaintiff
elects to furnish, together with copies of the process as required by the secretary of state, and the
secretary of state shall notify the surviving or resulting other business entity at all addresses
furnished by the plaintiff in accordance with the procedures set forth in § 7-12.1-912.
     (f) If the surviving entity is a domestic partnership, the merger becomes effective when the
article articles of merger is are effective. In all other cases, the merger becomes effective on the
later of:
     (1) The date and time provided by the organic law of the surviving entity; and
     (2) When the article of merger is effective.
     7-12.1-11.26 7-12.1-1126. Effect of merger.
     (a) When a merger becomes effective:
     (1) The surviving entity continues or comes into existence;
     (2) Each merging entity that is not the surviving entity ceases to exist;
     (3) All property of each merging entity vests in the surviving entity without transfer,
reversion, or impairment;
     (4) All debts, obligations, and other liabilities of each merging entity are debts, obligations,
and other liabilities of the surviving entity;
     (5) Except as otherwise provided by law or the plan of merger, all the rights, privileges,
immunities, powers, and purposes of each merging entity vest in the surviving entity;
     (6) If the surviving entity exists before the merger:
     (i) All its property continues to be vested in it without transfer, reversion, or impairment;
     (ii) It remains subject to all its debts, obligations, and other liabilities; and
     (iii) All its rights, privileges, immunities, powers, and purposes continue to be vested in it;
     (7) The name of the surviving entity may be substituted for the name of any merging entity
that is a party to any pending action or proceeding;
     (8) If the surviving entity exists before the merger:
     (i) Its public organic record, if any, is amended as provided in the statement of merger; and
     (ii) Its private organic rules that are to be in a record, if any, are amended to the extent
provided in the plan of merger;
     (9) If the surviving entity is created by the merger, its private organic rules become
effective and:
     (i) If it is a filing entity, its public organic record becomes effective; and
     (ii) If it is a limited-liability partnership, its statement of qualification becomes effective;
and
     (10) The interests in each merging entity which are to be converted in the merger are
converted, and the interest holders of those interests are entitled only to the rights provided to them
under the plan of merger and to any appraisal rights they have under § 7-12.1-11.16 7-12.1-1106
and the merging entity's organic law.
     (b) Except as otherwise provided in the organic law or organic rules of a merging entity,
the merger does not give rise to any rights that an interest holder, governor, or third party would
have upon a dissolution, liquidation, or winding up of the merging entity.
     (c) When a merger becomes effective, a person that did not have interest holder liability
with respect to any of the merging entities and becomes subject to interest holder liability with
respect to a domestic entity as a result of the merger has interest holder liability only to the extent
provided by the organic law of that entity and only for those debts, obligations, and other liabilities
that are incurred after the merger becomes effective.
     (d) When a merger becomes effective, the interest holder liability of a person that ceases
to hold an interest in a domestic merging partnership with respect to which the person had interest
holder liability is subject to the following rules:
     (1) The merger does not discharge any interest holder liability under this chapter to the
extent the interest holder liability was incurred before the merger became effective.
     (2) The person does not have interest holder liability under this chapter for any debt,
obligation, or other liability that is incurred after the merger becomes effective.
     (3) This chapter continues to apply to the release, collection, or discharge of any interest
holder liability preserved under subsection (d)(1) of this section as if the merger had not occurred
and the surviving entity were the domestic merging entity.
     (4) The person has whatever rights of contribution from any other person as are provided
by this chapter, law other than this chapter, or the partnership agreement of the domestic merging
partnership with respect to any interest holder liability preserved under subsection (d)(1) of this
section as if the merger had not occurred.
     (e) When a merger has become effective, a foreign entity that is the surviving entity may
be served with process in this state for the collection and enforcement of any debts, obligations, or
other liabilities of a domestic merging partnership as provided in § 7-12.1-119.
     (f) When a merger has become effective, the registration to do business in this state of any
foreign merging entity that is not the surviving entity is canceled.
PART 3
INTEREST EXCHANGE
     7-12.1-11.31 7-12.1-1131. Interest exchange authorized.
     (a) By complying with this part:
     (1) A domestic 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 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 part applicable to foreign entities, a foreign
entity may be the acquiring or acquired entity in an interest exchange under this part 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
partnership but does not refer to an interest exchange, the provision applies to an interest exchange
in which the domestic partnership is the acquired entity as if the interest exchange were a merger
until the provision is amended after the effective date of this chapter.
     7-12.1-11.32 7-12.1-1132. Plan of interest exchange.
     (a) A domestic partnership may be the acquired entity in an interest exchange under this
part 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 the partnership agreement that are, or are proposed to be,
in a record of the acquired entity;
     (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.
     7-12.1-11.33 7-12.1-1133. 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 partnership entitled to vote on or consent to
any matter; and
     (2) In a record, by each partner of the domestic acquired 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 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 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.
     7-12.1-11.34 7-12.1-1134. 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 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 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 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 filed with the secretary of state and before the statement becomes effective, a statement of
abandonment, signed by the acquired partnership, must be filed with the secretary of state 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.
     7-12.1-11.35 7-12.1-1135. Statement of interest exchange -- Effective date of interest
exchange.
     (a) A statement of interest exchange must be signed by a domestic acquired partnership
and filed with the secretary of state.
     (b) A statement of interest exchange must contain:
     (1) The name of the acquired partnership;
     (2) The name, jurisdiction of formation, and type of entity of the acquiring entity; and
     (3) A statement that the plan of interest exchange was approved by the acquired partnership
in accordance with this part.
     (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.
     7-12.1-11.36 7-12.1-1136. Effect of interest exchange.
     (a) When an interest exchange in which the acquired entity is a domestic partnership
becomes effective:
     (1) The interests in the acquired partnership which are the subject of the interest exchange
are converted, and the partners holding those interests are entitled only to the rights provided to
them under the plan of interest exchange and to any appraisal rights they have under § 7-12.1-
11.16;
     (2) The acquiring entity becomes the interest holder of the interests in the acquired
partnership stated in the plan of interest exchange to be acquired by the acquiring entity; and
     (3) The provisions of the partnership agreement of the acquired partnership that are to be
in a record, if any, are amended to the extent provided in the plan of interest exchange.
     (b) Except as otherwise provided in the partnership agreement of a domestic acquired
partnership, the interest exchange does not give rise to any rights that a partner or third party would
have upon a dissolution, liquidation, or winding up of the acquired partnership.
     (c) When an interest exchange becomes effective, a person that did not have interest holder
liability with respect to a domestic acquired partnership and becomes subject to interest holder
liability with respect to a domestic entity as a result of the interest exchange has interest holder
liability only to the extent provided by the organic law of the entity and only for those debts,
obligations, and other liabilities that are incurred after the interest exchange becomes effective.
     (d) When an interest exchange becomes effective, the interest holder liability of a person
that ceases to hold an interest in a domestic acquired partnership with respect to which the person
had interest holder liability is subject to the following rules:
     (1) The interest exchange does not discharge any interest holder liability under this chapter
to the extent the interest holder liability was incurred before the interest exchange became effective.
     (2) The person does not have interest holder liability under this chapter for any debt,
obligation, or other liability that is incurred after the interest exchange becomes effective.
     (3) This chapter continues to apply to the release, collection, or discharge of any interest
holder liability preserved under subsection (d)(1) of this section as if the interest exchange had not
occurred.
     (4) The person has whatever rights of contribution from any other person as are provided
by this chapter, law other than this chapter, or the partnership agreement of the domestic acquired
partnership with respect to any interest holder liability preserved under subsection (d)(1) of this
section as if the interest exchange had not occurred.
PART 4
CONVERSION
     7-12.1-11.41 7-12.1-1141. Conversion authorized.
     (a) By complying with this part, a domestic 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 part applicable to foreign entities, a foreign
entity that is not a foreign partnership may become a domestic 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
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 the effective
date of this chapter.
     7-12.1-11.42 7-12.1-1142. Plan of conversion.
     (a) A domestic partnership may convert to a different type of entity under this part by
approving a plan of conversion. The plan must be in a record and contain:
     (1) The name of the converting 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 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 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.
     7-12.1-11.43 7-12.1-1143. Approval of conversion.
     (a) A plan of conversion is not effective unless it has been approved:
     (1) By a domestic converting 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 converting 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 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.
     7-12.1-11.44 7-12.1-1144. Amendment or abandonment of plan of conversion.
     (a) A plan of conversion of a domestic converting 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 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 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 filed with
the secretary of state and before the statement becomes effective, a statement of abandonment,
signed by the converting entity, must be filed with the secretary of state 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 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.
     7-12.1-11.45 7-12.1-1145. Statement of conversion -- Effective date of conversion.
     (a) A statement of conversion must be signed by the converting entity and filed with the
secretary of state.
     (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 partnership, a statement that the plan of conversion
was approved in accordance with this part 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 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.
     7-12.1-11.46 7-12.1-1146. Effect of conversion.
     (a) When a conversion becomes effective:
     (1) The converted entity is:
     (i) Organized under and thereafter subject to the organic law of the converted entity; and
     (ii) The same entity without interruption as the converting entity;
     (2) All property of the converting entity continues to be vested in the converted entity
without transfer, reversion, or impairment;
     (3) All debts, obligations, and other liabilities of the converting entity continue as debts,
obligations, and other liabilities of the converted entity;
     (4) Except as otherwise provided by law or the plan of conversion, all the rights, privileges,
immunities, powers, and purposes of the converting entity remain in the converted entity;
     (5) The name of the converted entity may be substituted for the name of the converting
entity in any pending action or proceeding;
     (6) If the converted entity is a limited-liability partnership, its statement of qualification
becomes effective;
     (7) The provisions of the partnership agreement of the converted entity which are to be in
a record, if any, approved as part of the plan of conversion become effective; and
     (8) The interests in the converting entity are converted, and the interest holders of the
converting entity are entitled only to the rights provided to them under the plan of conversion and
to any appraisal rights they have under § 7-12.1-11.16 7-12.1-1106.
     (b) Except as otherwise provided in the partnership agreement of a domestic converting
partnership, the conversion does not give rise to any rights that a partner or third party would have
upon a dissolution, liquidation, or winding up of the converting entity.
     (c) When a conversion becomes effective, a person that did not have interest holder liability
with respect to the converting entity and becomes subject to interest holder liability with respect to
a domestic entity as a result of the conversion has interest holder liability only to the extent provided
by the organic law of the entity and only for those debts, obligations, and other liabilities that are
incurred after the conversion becomes effective.
     (d) When a conversion becomes effective, the interest holder liability of a person that
ceases to hold an interest in a domestic converting partnership with respect to which the person had
interest holder liability is subject to the following rules:
     (1) The conversion does not discharge any interest holder liability under this chapter to the
extent the interest holder liability was incurred before the conversion became effective.
     (2) The person does not have interest holder liability under this chapter for any debt,
obligation, or other liability that is incurred after the conversion becomes effective.
     (3) This chapter continues to apply to the release, collection, or discharge of any interest
holder liability preserved under subsection (d)(1) of this section as if the conversion had not
occurred.
     (4) The person has whatever rights of contribution from any other person as are provided
by this chapter, law other than this chapter, or the organic rules of the converting entity with respect
to any interest holder liability preserved under subsection (d)(1) of this section as if the conversion
had not occurred.
     (e) When a conversion has become effective, a foreign entity that is the converted entity
may be served with process in this state for the collection and enforcement of any of its debts,
obligations, and other liabilities as provided in § 7-12.1-119.
     (f) If the converting entity is a registered foreign entity, its registration to do business in
this state is canceled when the conversion becomes effective.
     (g) A conversion does not require the entity to wind up its affairs and does not constitute
or cause the dissolution of the entity.
PART 5
DOMESTICATION
     7-12.1-11.51 7-12.1-1151. Domestication authorized.
     (a) By complying with this part, a domestic limited-liability partnership may become a
foreign limited-liability partnership if the domestication is authorized by the law of the foreign
jurisdiction.
     (b) By complying with the provisions of this part applicable to foreign limited-liability
partnerships, a foreign limited-liability partnership may become a domestic limited-liability
partnership if the domestication is authorized by the law of the foreign limited-liability partnership's
jurisdiction of formation.
     (c) If a protected agreement contains a provision that applies to a merger of a domestic
limited-liability partnership but does not refer to a domestication, the provision applies to a
domestication of the limited-liability partnership as if the domestication were a merger until the
provision is amended after the effective date of this chapter.
     7-12.1-11.52 7-12.1-1152. Plan of domestication.
     (a) A domestic limited-liability partnership may become a foreign limited-liability
partnership in a domestication by approving a plan of domestication. The plan must be in a record
and contain:
     (1) The name of the domesticating limited-liability partnership;
     (2) The name and jurisdiction of formation of the domesticated limited-liability
partnership;
     (3) The manner of converting the interests in the domesticating limited-liability partnership
into interests, securities, obligations, money, other property, rights to acquire interests or securities,
or any combination of the foregoing;
     (4) The proposed statement of qualification of the domesticated limited-liability
partnership;
     (5) The full text of the provisions of the partnership agreement of the domesticated limited-
liability partnership that are proposed to be in a record;
     (6) The other terms and conditions of the domestication; and
     (7) Any other provision required by the law of this state or the partnership agreement of
the domesticating limited-liability partnership.
     (b) In addition to the requirements of subsection (a) of this section, a plan of domestication
may contain any other provision not prohibited by law.
     7-12.1-11.53 7-12.1-1153. Approval of domestication.
     (a) A plan of domestication of a domestic domesticating limited-liability partnership is not
effective unless it has been approved:
     (1) By all the partners entitled to vote on or consent to any matter; and
     (2) In a record, by each partner that will have interest holder liability for debts, obligations,
and other liabilities that are incurred after the domestication becomes effective, unless:
     (i) The partnership agreement of the domesticating partnership in a record provides for the
approval of a domestication or 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 domestication of a foreign domesticating limited-liability partnership is not effective
unless it is approved in accordance with the law of the foreign limited-liability partnership's
jurisdiction of formation.
     7-12.1-11.54 7-12.1-1154. Amendment or abandonment of plan of domestication.
     (a) A plan of domestication of a domestic domesticating limited-liability 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 domestication 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 domesticating limited-liability partnership under the plan;
     (ii) The partnership agreement of the domesticated limited-liability partnership that will be
in effect immediately after the domestication becomes effective, except for changes that do not
require approval of the partners of the domesticated limited-liability partnership under its organic
law or partnership agreement; 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 domestication has been approved by a domestic domesticating limited-
liability partnership and before a statement of domestication becomes effective, the plan may be
abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating limited-
liability partnership may abandon the plan in the same manner as the plan was approved.
     (c) If a plan of domestication is abandoned after a statement of domestication has been
filed with the secretary of state and before the statement becomes effective, a statement of
abandonment, signed by the domesticating limited-liability partnership, must be filed with the
secretary of state before the statement of domestication becomes effective. The statement of
abandonment takes effect on filing, and the domestication is abandoned and does not become
effective. The statement of abandonment must contain:
     (1) The name of the domesticating limited-liability partnership;
     (2) The date on which the statement of domestication was filed by the secretary of state;
and
     (3) A statement that the domestication has been abandoned in accordance with this section.
     7-12.1-11.55 7-12.1-1155. Statement of domestication -- Effective date of
domestication.
     (a) A statement of domestication must be signed by the domesticating limited partnership
and filed with the secretary of state.
     (b) A statement of domestication must contain:
     (1) The name and jurisdiction of formation of the domesticating limited-liability
partnership;
     (2) The name and jurisdiction of formation of the domesticated limited-liability
partnership;
     (3) If the domesticating limited-liability partnership is a domestic limited-liability
partnership, a statement that the plan of domestication was approved in accordance with this part
or, if the domesticating limited-liability partnership is a foreign limited-liability partnership, a
statement that the domestication was approved in accordance with the law of its jurisdiction of
formation; and
     (4) The statement of qualification of the domesticated limited-liability partnership, as an
attachment.
     (c) In addition to the requirements of subsection (b) of this section, a statement of
domestication may contain any other provision not prohibited by law.
     (d) The statement of qualification of a domesticated domestic limited-liability partnership
must satisfy the requirements of this chapter, but the statement does not need to be signed.
     (e) If the domesticated entity is a domestic partnership, the domestication becomes
effective when the statement of domestication is effective. If the domesticated entity is a foreign
partnership, the domestication becomes effective on the later of:
     (1) The date and time provided in the organic law of the domesticated entity; and
     (2) When the statement is effective.
     7-12.1-11.56 7-12.1-1156. Effect of domestication.
     (a) When a domestication becomes effective:
     (1) The domesticated entity is:
     (i) Organized under and thereafter subject to the organic law of the domesticated entity;
and
     (ii) The same entity without interruption as the domesticating entity;
     (2) All property of the domesticating entity continues to be vested in the domesticated
entity without transfer, reversion, or impairment;
     (3) All debts, obligations, and other liabilities of the domesticating entity continue as debts,
obligations, and other liabilities of the domesticated entity;
     (4) Except as otherwise provided by law or the plan of domestication, all the rights,
privileges, immunities, powers, and purposes of the domesticating entity remain in the
domesticated entity;
     (5) The name of the domesticated entity may be substituted for the name of the
domesticating entity in any pending action or proceeding;
     (6) The statement of qualification of the domesticated entity becomes effective;
     (7) The provisions of the partnership agreement of the domesticated entity that are to be in
a record, if any, approved as part of the plan of domestication become effective; and
     (8) The interests in the domesticating entity are converted to the extent and as approved in
connection with the domestication, and the partners of the domesticating entity are entitled only to
the rights provided to them under the plan of domestication and to any appraisal rights they have
under § 7-12.1-11.16 7-12.1-1106.
     (b) Except as otherwise provided in the organic law or partnership agreement of the
domesticating limited-liability partnership, the domestication does not give rise to any rights that a
partner or third party would otherwise have upon a dissolution, liquidation, or winding up of the
domesticating partnership.
     (c) When a domestication becomes effective, a person that did not have interest holder
liability with respect to the domesticating limited-liability partnership and becomes subject to
interest holder liability with respect to a domestic limited-liability partnership as a result of the
domestication has interest holder liability only to the extent provided by this chapter and only for
those debts, obligations, and other liabilities that are incurred after the domestication becomes
effective.
     (d) When a domestication becomes effective, the interest holder liability of a person that
ceases to hold an interest in a domestic domesticating limited-liability partnership with respect to
which the person had interest holder liability is subject to the following rules:
     (1) The domestication does not discharge any interest holder liability under this chapter to
the extent the interest holder liability was incurred before the domestication became effective.
     (2) A person does not have interest holder liability under this chapter for any debt,
obligation, or other liability that is incurred after the domestication becomes effective.
     (3) This chapter continues to apply to the release, collection, or discharge of any interest
holder liability preserved under subsection (d)(1) of this section as if the domestication had not
occurred.
     (4) A person has whatever rights of contribution from any other person as are provided by
this chapter, law other than this chapter, or the partnership agreement of the domestic domesticating
limited-liability partnership with respect to any interest holder liability preserved under subsection
(d)(1) of this section as if the domestication had not occurred.
     (e) When a domestication becomes effective, a foreign limited-liability partnership that is
the domesticated partnership may be served with process in this state for the collection and
enforcement of any of its debts, obligations, and other liabilities as provided in § 7-12.1-119.
     (f) If the domesticating limited-liability partnership is a registered foreign entity, the
registration of the partnership is canceled when the domestication becomes effective.
     (g) A domestication does not require a domestic domesticating limited-liability partnership
to wind up its business and does not constitute or cause the dissolution of the partnership.
ARTICLE 12
MISCELLANEOUS PROVISIONS
     7-12.1-1201. Uniformity of application and construction.
     In applying and construing this uniform act, consideration must be given to the need to
promote uniformity of the law with respect to its subject matter among states that enact it.
     7-12.1-1202. Relation to Electronic Signatures in Global and National Commerce Act.
     This chapter modifies, limits, and supersedes the Electronic Signatures in Global and
National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede
Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of any of the
notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b).
     7-12.1-1203. Savings clause.
     This chapter does not affect an action commenced, proceeding brought, or right accrued
before the effective date of this chapter.
     7-12.1-1204. Severability clause.
     If any provision of this chapter or its application to any person or circumstance is held
invalid, the invalidity does not affect other provisions or applications of this chapter which can be
given effect without the invalid provision or application, and to this end the provisions of this
chapter are severable.
     SECTION 3. This act shall take effect on January 1, 2023.
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LC005324
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