TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-13
Limited Partnerships

SECTION 7-13-8.1


§ 7-13-8.1 Conversion of certain entities to a limited partnership.

(a) As used in this section, the term "other entity" means a corporation, business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business or entity including a limited liability company or a partnership, whether general or limited (including a registered limited liability partnership).

(b) Any other entity may convert to a domestic limited partnership by complying with subsection (h) of this section and filing in the office of the secretary of state in accordance with § 7-13-13:

(1) A certificate of conversion to limited partnership that has been executed by one or more authorized persons in accordance with § 7-13-11; and

(2) A certificate of limited partnership that complies with § 7-13-8 and has been executed by one or more authorized persons in accordance with § 7-13-11.

(c) The certificate of conversion to a limited partnership shall state:

(1) The date on which and jurisdiction where the other entity was first created, formed, or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic limited partnership;

(2) The name and type of the other entity immediately prior to the filing of the certificate of conversion to limited partnership;

(3) The name of the limited partnership as set forth in its certificate of limited partnership filed in accordance with subsection (b) of this section; and

(4) The future effective date or time (which shall be a date or time certain) of the conversion to a limited partnership if it is not to be effective upon the filing of the certificate of conversion to limited partnership and the certificate of limited partnership.

(d) Upon the filing in the office of the secretary of state of the certificate of conversion to limited partnership and the certificate of formation or upon the future effective date or time of the certificate of conversion to limited partnership and the certificate of limited partnership, the other entity shall be converted into a domestic limited partnership and the limited partnership shall thereafter be subject to all of the provisions of this chapter, except that, notwithstanding § 7-13-8, the existence of the limited partnership shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, or otherwise came into being.

(e) The conversion of any other entity into a domestic limited partnership shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic limited partnership or the personal liability of any person incurred prior to the conversion.

(f) When any conversion becomes effective under this section, for all purposes of the laws of the state of Rhode Island, all of the rights, privileges, and powers of the other entity that has converted, and all property, real, personal, and mixed, and all debts due to the other entity, as well as all other things and causes of action belonging to the other entity, are vested in the domestic limited partnership and are thereafter the property of the domestic limited partnership as they were of the other entity that has converted, and the title to any real property vested by deed or otherwise in the other entity shall not revert to such other entity or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of the other entity shall be preserved unimpaired, and all debts, liabilities, and duties of the other entity that has converted are attached to the domestic limited partnership and may be enforced against it to the same extent as if those debts, liabilities, and duties were incurred or contracted by it.

(g) Unless otherwise agreed, or as required under applicable non-Rhode Island law, the converting other entity is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the other entity and constitutes a continuation of the existence of the converting other entity in the form of a domestic limited partnership.

(h) Prior to filing a certificate of conversion to limited partnership with the office of the secretary of state, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and a partnership agreement shall be approved by the same authorization required to approve the conversion.

(i) The provisions of this section shall not be construed to limit the accomplishment of a change in the law governing, or the domicile of, another entity to the state of Rhode Island by any other means provided for in a partnership agreement or other agreement or as otherwise permitted by law, including by the amendment of a partnership agreement or other agreement.

History of Section.
(P.L. 1999, ch. 233, § 2; P.L. 2007, ch. 94, § 3; P.L. 2007, ch. 112, § 3.)