TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-13
Limited Partnerships

SECTION 7-13-8.2


§ 7-13-8.2 Approval of conversion of a limited partnership.

(a) A domestic limited partnership may convert to a corporation, a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business or entity including a partnership, whether general or limited (including a registered limited liability partnership) or a limited liability company, organized, formed, or created under the laws of the state of Rhode Island, upon the authorization of that conversion in accordance with this section. If the partnership agreement specified the manner of authorizing a conversion of the limited partnership, the conversion shall be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership and does not prohibit a conversion of the limited partnership, the conversion shall be authorized in the same manner as is specified in the partnership agreement for authorizing a merger or consolidation that involves the limited partnership as a constituent party to the merger or consolidation. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership or a merger or consolidation that involved the limited partnership as a constituent party and does not prohibit a conversion of the limited partnership, the conversion shall be authorized by the approval (1) by all general partners, and (2) by the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.

(b) If a limited partnership shall convert in accordance with this section to another entity or business form organized, formed, or created under the laws of a jurisdiction other than the state of Rhode Island or to a Rhode Island unincorporated "other entity", a certificate of conversion to a non-Rhode Island entity shall be filed in the office of the secretary of state. The certificate of conversion to a non-Rhode Island entity shall state:

(1) The name of the limited partnership and, if it has been changed, the name under which its certificate of formation was originally filed;

(2) The date of filing of its original certificate of formation with the secretary of state;

(3) The jurisdiction in which the entity or business form, to which the limited partnership shall be converted, is organized, formed, or created, and the name and type of such entity or business form;

(4) The future effective date or time, which shall be a date or time certain, of the conversion if it is not to be effective upon the filing of the certificate of conversion to a non-Rhode Island entity;

(5) That the conversion has been approved in accordance with this section; and

(6) The agreement of the limited partnership that it may be served with process in the state of Rhode Island in any action, suit, or proceeding for enforcement of any obligation to the limited partnership arising while it was a limited partnership of the state of Rhode Island, and that it irrevocably appoints the secretary of state as its agent to accept service of process in any such action, suit, or proceeding.

(c) Upon the filing in the office of the secretary of state of the certificate of conversion to a non-Rhode Island entity or upon the future effective date or time of the certificate of conversion to a non-Rhode Island entity and upon payment of all fees due by the limited partnership, as evidenced by an appropriate certificate of good standing issued by the Rhode Island division of taxation, the secretary of state shall certify that the limited partnership has filed all documents and paid all fees required by this chapter, and thereupon the limited partnership shall cease to exist as a limited partnership of the state of Rhode Island. Such certificate of the secretary of state shall be prima facie evidence of the conversion by such limited partnership out of the state of Rhode Island.

(d) The conversion of a limited partnership out of the state of Rhode Island in accordance with this section and the resulting cessation of its existence as a limited partnership of the state of Rhode Island pursuant to a certificate of conversion to a non-Rhode Island entity shall not be deemed to affect any obligations or liabilities of the limited partnership incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, nor shall it be deemed to affect the choice of laws applicable to the limited partnership with respect to matters arising prior to such conversion.

(e) When a limited partnership has been converted to another entity or business form pursuant to this section, the other entity or business form shall, for all purposes of the laws of the state of Rhode Island, be deemed to be the same entity as the limited partnership. When any conversion shall have become 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 limited partnership that has converted, and all property, real, personal, and mixed, and all such debts due to such limited partnership, as well as all other things and causes of action belonging to such limited partnership, shall remain vested in the other entity or business form to which such limited partnership has converted and shall be the property of such other entity or business form, and the title to any real property vested by deed or otherwise in such limited partnership shall not revert to such limited partnership or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of such limited partnership shall be preserved unimpaired, and all debts, liabilities, and duties of the limited partnership that has converted shall remain attached to the other entity or business form to which such limited partnership has converted, and may be enforced against it to the same extent as if said debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as such other entity or business form. The rights, privileges, powers, and interests in property of the limited partnership that has converted, as well as the debts, liabilities and duties of such limited partnership, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which such limited partnership has converted for any purpose of the laws of the state of Rhode Island.

History of Section.
(P.L. 1999, ch. 233, § 2; P.L. 2007, ch. 94, § 3; P.L. 2007, ch. 112, § 3; P.L. 2015, ch. 80, § 2; P.L. 2015, ch. 88, § 2.)