TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-13
Limited Partnerships

SECTION 7-13-1


§ 7-13-1 Definitions.

As used in this chapter, unless the context otherwise requires:

(1) "Certificates of limited partnership" means the certificate referred to in § 7-13-8 and the certificate as amended or restated.

(2) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner.

(3) "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.

(4) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in § 7-13-23.

(5) "Filing" means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state.

(6) "Foreign limited partnership" means a partnership formed under the laws of any state other than the state of Rhode Island and having as partners one or more general partners and one or more limited partners.

(7) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

(8) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement and named in the certificate of limited partnership as a limited partner.

(9) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.

(10) "Partner" means a limited or general partner.

(11) "Partnership agreement" means any written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business. A written partnership agreement or another written agreement or writing:

(i) May provide that a person is admitted as a limited partner of a limited partnership, or becomes an assignee of a partnership interest or other rights or powers of a limited partner to the extent assigned, and becomes bound by the partnership agreement,

(A) If the person (or a representative authorized by the person orally, in writing, or by other action such as payment for a partnership interest) executes the partnership agreement or any other writing evidencing the intent of the person to become a limited partner or assignee, or

(B) Without execution, if the person (or a representative authorized by the person orally, in writing, or by other action such as payment for a partnership interest) complies with the conditions for becoming a limited partner or assignee as stated in the partnership agreement or any other writing and requests (orally, in writing, or by other action such as payment for a partnership interest) that the records of the limited partnership reflect the admission or assignment, and

(ii) Shall not be unenforceable by reason of its not having been signed by a person being admitted as a limited partner or becoming an assignee as provided in subdivision (11)(i), or by reason of its having been signed by a representative as provided in this title.

(12) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(13) "Person" means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation.

(14) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

(15) "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.

(16) "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.

History of Section.
(P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1; P.L. 1989, ch. 379, § 1; P.L. 1992, ch. 227, § 2; P.L. 2008, ch. 57, § 4; P.L. 2008, ch. 123, § 4.)