§ 7-12.1-901. Statement of qualification. [Effective January 1, 2023.]
(a) A partnership may become a limited liability partnership pursuant to this section.
(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the affirmative vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the affirmative vote or consent necessary to amend those provisions.
(c) After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by delivering to the secretary of state for filing a statement of qualification. The statement must contain:
(1) The name of the partnership which must comply with § 7-12.1-902;
(2) The street and mailing addresses of the partnership’s principal office and, if different, the street address of an office in this state, if any;
(3) The name and street and mailing addresses in this state of the partnership’s registered agent; and
(4) A statement that the partnership elects to become a limited liability partnership.
(d) A partnership’s status as a limited liability partnership remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection (f) of this section or administratively revoked pursuant to § 7-12.1-903.
(e) The status of a partnership as a limited liability partnership and the protection against liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.
(f) A limited liability partnership may amend or cancel its statement of qualification by delivering to the secretary of state for filing a statement of amendment or cancellation. The statement must be approved by the affirmative vote or consent of all the partners and state the name of the limited liability partnership and in the case of:
(1) An amendment, state the text of the amendment; and
(2) A cancellation, state that the statement of qualification is canceled.
History of Section.P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-12.1 - Uniform Partnership Act [Effective January 1, 2023.]
Article 9 - Limited Liability Partnership [Effective January 1, 2023.]
Section 7-12.1-901. - Statement of qualification. [Effective January 1, 2023.]
Section 7-12.1-902. - Permitted names. [Effective January 1, 2023.]
Section 7-12.1-902.1. - Fictitious business name. [Effective January 1, 2023.]
Section 7-12.1-903.1. - Issuance of certificates of revocation. [Effective January 1, 2023.]
Section 7-12.1-904. - Reinstatement. [Effective January 1, 2023.]
Section 7-12.1-905. - Judicial review of denial of reinstatement. [Effective January 1, 2023.]
Section 7-12.1-906. - Reservation of name. [Effective January 1, 2023.]
Section 7-12.1-907. - Registration of name. [Effective January 1, 2023.]
Section 7-12.1-908. - Registered agent. [Effective January 1, 2023.]
Section 7-12.1-910. - Resignation of registered agent. [Effective January 1, 2023.]
Section 7-12.1-911. - Change of name or address by registered agent. [Effective January 1, 2023.]
Section 7-12.1-912. - Service of process, notice, or demand. [Effective January 1, 2023.]
Section 7-12.1-913. - Annual report for secretary of state. [Effective January 1, 2023.]
Section 7-12.1-915. - Confirmation of state fees and taxes. [Effective January 1, 2023.]