Rhode Island General Laws
Chapter 7-13 - Limited Partnerships [Repealed effective January 1, 2023.]
Section 7-13-19. - Liability to third parties. [Repealed effective January 1, 2023.]

§ 7-13-19. Liability to third parties. [Repealed effective January 1, 2023.]
(a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of his or her rights and powers as a limited partner, he or she participates in the control of the business. However, if the limited partner participates in the control of the business, he or she is liable only to persons who establish by clear and convincing evidence that they transacted business with the limited partnership reasonably believing, based on the limited partner’s active conduct, that the limited partner is a general partner.
(b) A limited partner does not participate in the control of the business regardless of the nature, extent, scope, number or frequency of the limited partner’s possessing or, regardless of whether or not the limited partner has the rights or powers, exercising or attempting to exercise one or more of the rights or powers or having or, regardless of whether or not the limited partner has the rights or powers, acting or attempting to act in one or more of the following capacities:
(1) Being an independent contractor for or transacting business with, including being a contractor for, or being an agent or employee of, the limited partnership or a general partner, or being an officer, director or stockholder of a corporate general partner, or being a partner of a partnership that is a general partner of the limited partnership, or being a fiduciary or beneficiary of an estate or trust that is a general partner;
(2) Consulting with or advising a general partner regarding any matter, including the business of the limited partnership;
(3) Acting as surety, guarantor or endorser for the limited partnership or a general partner, guaranteeing or assuming one or more obligations of a limited partnership or a general partner, borrowing money from the limited partnership or a general partner, lending money to the limited partnership or a general partner, or providing collateral for the limited partnership or a general partner;
(4) Approving or disapproving an amendment to the partnership agreement;
(5) Acting or causing the taking or refraining from the taking of any action, including by proposing, approving, consenting, or disapproving, by voting or otherwise, with respect to one or more of the following matters:
(i) The dissolution and winding up of the limited partnership or an election to continue the limited partnership or an election to continue the business of a limited partnership;
(ii) The sale, exchange, lease, mortgage, pledge, or other transfer of or granting of a security interest in any asset or assets of the limited partnership;
(iii) The incurrence, renewal, refinancing, or repayment or other discharge of indebtedness by the limited partnership;
(iv) A change in the nature of the business;
(v) The admission, removal, or retention of a general partner;
(vi) An amendment to the partnership agreement or certificate of limited partnership;
(vii) A matter related to the business of the limited partnership not otherwise enumerated in this subsection that the partnership agreement states, in writing, is subject to the approval or disapproval of limited partners;
(viii) Winding up the limited partnership pursuant to this chapter;
(ix) Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection;
(x) The admission, removal, or retention of a limited partner;
(xi) A transaction or other matter involving an actual or potential conflict of interest;
(xii) The merger or consolidation of a limited partnership;
(xiii) As to a limited partnership that is registered as an investment company under the Investment Company Act of 1940, as amended, any matter required by the Investment Company Act of 1940, 15 U.S.C. § 80a-1 et seq., as amended, or the rules and regulations of the Securities and Exchange Commission under that Act, to be approved by the holders of beneficial interests in an investment company, including the election of directors or trustees of the investment company, the approving or terminating of investment advisory or underwriting contracts, and the approving of auditors;
(xiv) The indemnification of any partner or any other person; or
(xv) Any other matters that are stated in the partnership agreement or in any other agreement or in writing;
(6) Taking any action required or permitted by law to bring or pursue or settle or otherwise terminate a derivative action in the right of the limited partnership;
(7) Calling, requesting, attending, or participating in a meeting of partners or limited partners;
(8) Serving on a committee of the limited partnership or the limited partners;
(9) Serving on the board of directors or a committee of, consulting with or advising, being an officer, director, stockholder, partner, agent or employee of, or being a fiduciary for, any person in which the limited partnership has an interest; or
(10) Exercising any right or power granted or permitted to limited partners under this chapter and not specifically enumerated in this subsection.
(c) The enumeration in subsection (b) does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him or her in the business of the limited partnership.
(d) A limited partner does not participate in the control of the business within the meaning of subsection (a) by virtue of the fact that all or any part of the name of the limited partner is included in the name of the limited partnership.
(e) This section does not create rights or powers of limited partners. The rights and powers may be created only by a certificate of limited partnership, a partnership agreement or any other agreement or in writing, or by other sections of this chapter.
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.
§ 7-13-19. [Repealed effective January 1, 2023.]
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; repealed by P.L. 2022, ch. 121, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 122, § 1, effective January 1, 2023.

Structure Rhode Island General Laws

Rhode Island General Laws

Title 7 - Corporations, Associations and Partnerships

Chapter 7-13 - Limited Partnerships [Repealed effective January 1, 2023.]

Section 7-13-1. - Definitions. [Repealed effective January 1, 2023.]

Section 7-13-2. - Name. [Repealed effective January 1, 2023.]

Section 7-13-3. - Reservation of name. [Repealed effective January 1, 2023.]

Section 7-13-4. - Specified office and agent. [Repealed effective January 1, 2023.]

Section 7-13-5. - Records to be kept. [Repealed effective January 1, 2023.]

Section 7-13-6. - Nature of business. [Repealed effective January 1, 2023.]

Section 7-13-7. - Business transactions of partner with partnership. [Repealed effective January 1, 2023.]

Section 7-13-8. - Formation — Certificate of limited partnership. [Repealed effective January 1, 2023.]

Section 7-13-8.1. - Conversion of certain entities to a limited partnership. [Repealed effective January 1, 2023.]

Section 7-13-8.2. - Approval of conversion of a limited partnership. [Repealed effective January 1, 2023.]

Section 7-13-9. - Amendment to certificate. [Repealed effective January 1, 2023.]

Section 7-13-10. - Cancellation of certificate. [Repealed effective January 1, 2023.]

Section 7-13-11. - Execution of certificates. [Repealed effective January 1, 2023.]

Section 7-13-12. - Amendment or cancellation by judicial act. [Repealed effective January 1, 2023.]

Section 7-13-13. - Filing in office of secretary of state — Certificate of conversion to a limited partnership. [Repealed effective January 1, 2023.]

Section 7-13-14. - Liability for false statement in certificate. [Repealed effective January 1, 2023.]

Section 7-13-15. - Notice. [Repealed effective January 1, 2023.]

Section 7-13-16. - Delivery of certificates to limited partners. [Repealed effective January 1, 2023.]

Section 7-13-17. - Admission of limited partners. [Repealed effective January 1, 2023.]

Section 7-13-18. - Voting — Rights of limited partners. [Repealed effective January 1, 2023.]

Section 7-13-19. - Liability to third parties. [Repealed effective January 1, 2023.]

Section 7-13-20. - Person erroneously believing him or herself a limited partner. [Repealed effective January 1, 2023.]

Section 7-13-21. - Information. [Repealed effective January 1, 2023.]

Section 7-13-22. - Admission of additional general partners. [Repealed effective January 1, 2023.]

Section 7-13-23. - Events of withdrawal. [Repealed effective January 1, 2023.]

Section 7-13-24. - General rights, powers, and liabilities. [Repealed effective January 1, 2023.]

Section 7-13-25. - Contributions by general partner. [Repealed effective January 1, 2023.]

Section 7-13-26. - Voting rights of general partners. [Repealed effective January 1, 2023.]

Section 7-13-27. - Form of contribution. [Repealed effective January 1, 2023.]

Section 7-13-28. - Liability for contribution. [Repealed effective January 1, 2023.]

Section 7-13-29. - Sharing of profits and losses. [Repealed effective January 1, 2023.]

Section 7-13-30. - Sharing of distributions. [Repealed effective January 1, 2023.]

Section 7-13-31. - Interim distributions. [Repealed effective January 1, 2023.]

Section 7-13-32. - Withdrawal of general partner. [Repealed effective January 1, 2023.]

Section 7-13-33. - Withdrawal of limited partner. [Repealed effective January 1, 2023.]

Section 7-13-34. - Distribution upon withdrawal. [Repealed effective January 1, 2023.]

Section 7-13-35. - Distribution in kind. [Repealed effective January 1, 2023.]

Section 7-13-36. - Right to distribution. [Repealed effective January 1, 2023.]

Section 7-13-37. - Limitations on distribution. [Repealed effective January 1, 2023.]

Section 7-13-38. - [Repealed.]

Section 7-13-39. - Nature of partnership interest. [Repealed effective January 1, 2023.]

Section 7-13-40. - Assignment of partnership interest. [Repealed effective January 1, 2023.]

Section 7-13-41. - Rights of creditor. [Repealed effective January 1, 2023.]

Section 7-13-42. - Rights of assignee to become limited partner. [Repealed effective January 1, 2023.]

Section 7-13-43. - Power of estate of deceased or incompetent person. [Repealed effective January 1, 2023.]

Section 7-13-44. - Nonjudicial dissolution. [Repealed effective January 1, 2023.]

Section 7-13-45. - Judicial dissolution. [Repealed effective January 1, 2023.]

Section 7-13-46. - Winding up. [Repealed effective January 1, 2023.]

Section 7-13-47. - Distribution of assets. [Repealed effective January 1, 2023.]

Section 7-13-48. - Applicable law. [Repealed effective January 1, 2023.]

Section 7-13-49. - Registration. [Repealed effective January 1, 2023.]

Section 7-13-50. - Issuance of registration. [Repealed effective January 1, 2023.]

Section 7-13-51. - Name of foreign limited partnership. [Repealed effective January 1, 2023.]

Section 7-13-52. - Changes and amendments. [Repealed effective January 1, 2023.]

Section 7-13-52.1. - Foreign application for transfer of authority. [Repealed effective January 1, 2023.]

Section 7-13-53. - Cancellation of registration. [Repealed effective January 1, 2023.]

Section 7-13-54. - Transaction of business without registration. [Repealed effective January 1, 2023.]

Section 7-13-54.1. - Fees for filing documents and issuing certificates. [Repealed effective January 1, 2023.]

Section 7-13-55. - Action to enjoin foreign limited partnership. [Repealed effective January 1, 2023.]

Section 7-13-56. - Right of action. [Repealed effective January 1, 2023.]

Section 7-13-57. - Proper plaintiff. [Repealed effective January 1, 2023.]

Section 7-13-58. - Pleading. [Repealed effective January 1, 2023.]

Section 7-13-59. - Expenses. [Repealed effective January 1, 2023.]

Section 7-13-60. - Construction and application. [Repealed effective January 1, 2023.]

Section 7-13-61. - Short title. [Repealed effective January 1, 2023.]

Section 7-13-62. - Severability. [Repealed effective January 1, 2023.]

Section 7-13-63. - Rule for cases not provided for in this chapter. [Repealed effective January 1, 2023.]

Section 7-13-64. - Applications to existing limited partnerships. [Repealed effective January 1, 2023.]

Section 7-13-65. - Effect of repeal of prior acts. [Repealed effective January 1, 2023.]

Section 7-13-66. - Indemnification. [Repealed effective January 1, 2023.]

Section 7-13-67. - Classes and voting. [Repealed effective January 1, 2023.]

Section 7-13-68. - Merger and consolidation. [Repealed effective January 1, 2023.]

Section 7-13-69. - Filing of returns with the tax administrator — Annual charge. [Repealed effective January 1, 2023.]