§ 7-12-56. Registered limited-liability partnerships. [Repealed effective January 1, 2023.]
(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(e) Registration is effective for one year after the date an application is filed, unless voluntarily withdrawn by filing with the secretary of state a written withdrawal notice executed by a majority in interest of the partners or by one or more partners authorized to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.
History of Section.P.L. 1996, ch. 270, § 2; P.L. 1998, ch. 235, § 1; P.L. 1999, ch. 65, § 1; P.L. 1999, ch. 192, § 1; P.L. 2016, ch. 142, art. 13, § 3.
§ 7-12-56. [Repealed effective January 1, 2023.]
History of Section.P.L. 1996, ch. 270, § 2; P.L. 1998, ch. 235, § 1; P.L. 1999, ch. 65, § 1; P.L. 1999, ch. 192, § 1; P.L. 2016, ch. 142, art. 13, § 3; repealed by P.L. 2022, ch. 123, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 124, § 1, effective January 1, 2023.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Section 7-12-1. - Provisions in partnership agreements deemed nontestamentary.
Section 7-12-2. - Death of partner — Statement delivered to administrator or executor.
Section 7-12-3. - Examination of books and property by representative of deceased partner.
Section 7-12-4. - Separate composition with creditors on dissolution of partnership.
Section 7-12-5. - Separate composition as full discharge of partner.
Section 7-12-6. - Payment by partner in excess of his or her proportion.
Section 7-12-7. - Insolvency or absconding of partner.
Section 7-12-8. - Memorandum exonerating partner on separate composition.
Section 7-12-9. - Partners not discharged by separate composition — Defenses to creditor’s action.
Section 7-12-10. - Application to joint debtors.
Section 7-12-11. - Limited partnership law unaffected.
Section 7-12-12. - Short title. [Repealed effective January 1, 2023.]
Section 7-12-13. - Definitions. [Repealed effective January 1, 2023.]
Section 7-12-14. - Interpretation of knowledge and notice. [Repealed effective January 1, 2023.]
Section 7-12-15. - Rules of construction. [Repealed effective January 1, 2023.]
Section 7-12-16. - Rules for cases not provided for. [Repealed effective January 1, 2023.]
Section 7-12-17. - Partnership defined. [Repealed effective January 1, 2023.]
Section 7-12-19. - Partnership property. [Repealed effective January 1, 2023.]
Section 7-12-22. - Partnership bound by admission of partner. [Repealed effective January 1, 2023.]
Section 7-12-26. - Nature of partner’s liability. [Repealed effective January 1, 2023.]
Section 7-12-27. - Partner by estoppel. [Repealed effective January 1, 2023.]
Section 7-12-28. - Liability of incoming partner. [Repealed effective January 1, 2023.]
Section 7-12-30. - Partnership books. [Repealed effective January 1, 2023.]
Section 7-12-31. - Duty of partners to render information. [Repealed effective January 1, 2023.]
Section 7-12-31.1. - Nature of business.
Section 7-12-32. - Partner accountable as a fiduciary. [Repealed effective January 1, 2023.]
Section 7-12-33. - Right to an account. [Repealed effective January 1, 2023.]
Section 7-12-35. - Extent of property rights of a partner. [Repealed effective January 1, 2023.]
Section 7-12-38. - Assignment of partner’s interest. [Repealed effective January 1, 2023.]
Section 7-12-40. - Dissolution defined. [Repealed effective January 1, 2023.]
Section 7-12-41. - Partnership not terminated by dissolution. [Repealed effective January 1, 2023.]
Section 7-12-42. - Causes of dissolution. [Repealed effective January 1, 2023.]
Section 7-12-43. - Dissolution by decree of court. [Repealed effective January 1, 2023.]
Section 7-12-48. - Right to wind up. [Repealed effective January 1, 2023.]
Section 7-12-51. - Rules for distribution. [Repealed effective January 1, 2023.]
Section 7-12-54. - Accrual of actions. [Repealed effective January 1, 2023.]
Section 7-12-55. - Other laws preserved. [Repealed effective January 1, 2023.]
Section 7-12-56. - Registered limited-liability partnerships. [Repealed effective January 1, 2023.]
Section 7-12-60. - Filing of returns with the tax administrator — Annual charge.