Title 7
Corporations, Associations, and Partnerships

Chapter 12.1
Uniform Partnership Act

Article 9
Limited Liability Partnership

§ 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(a) A partnership whose statement of qualification has been revoked administratively under § 7-12.1-903 may apply to the secretary of state for reinstatement of the statement of qualification not later than two (2) years after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would have been due to the secretary of state or tax administrator while the partnership’s statement of qualification was revoked administratively.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 or tax administrator 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.