Rhode Island General Laws
Chapter 7-13 - Limited Partnerships [Repealed effective January 1, 2023.]
Section 7-13-2. - Name. [Repealed effective January 1, 2023.]

§ 7-13-2. Name. [Repealed effective January 1, 2023.]
(a) The name of each limited partnership as presented in its certificate of limited partnership:
(1) Shall contain the words “limited partnership”, or the abbreviation “L.P.” or “LP”;
(2) May not contain the name of a limited partner unless:
(i) It is also the name of a general partner or the corporate name of a corporate general partner, or
(ii) The business of the limited partnership had been carried on under that name before the admission of that limited partner;
(3) Shall be distinguishable upon the records of the secretary of state from the name of any corporation, non-business corporation or other association, domestic or foreign limited-liability company, limited partnership organized under the laws of, or registered or qualified to do business in this state or any name that is filed, reserved, or registered under this title or as permitted by the laws of this state, subject to the following:
(i) This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and
(ii) The name may be the same as the name of a corporation, non-business corporation or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from the date of the revocation.
(iii) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.
(iv) The secretary of state shall promulgate rules and regulations defining the term “distinguishable upon the record” for the administration of this chapter.
(b)(1) Any domestic or foreign limited partnership formed under the laws of, or registered to do business in this state may transact business in this state under a fictitious name provided that it files a fictitious business name statement in accordance with this subsection prior to the time it commences to conduct business under the fictitious name.
(2) A fictitious business name statement shall be filed with the secretary of state, and shall be executed, in the case of a domestic limited partnership, by an authorized person and, in the case of a foreign limited partnership, by a person with authority to do so under the laws of the state or other jurisdiction of its formation, and shall state:
(i) The fictitious business name to be used; and
(ii) The name of the applicant limited partnership or foreign limited partnership, and the state and date of its formation.
(3) The fictitious business name statement expires upon the filing of a statement of abandonment of use of a fictitious business name registered in accordance with this subsection or upon the dissolution of the domestic limited partnership or the cancellation of registration of the foreign limited partnership.
(4) The statement of abandonment of use of a fictitious business name under this subsection shall be filed with the secretary of state, shall be executed in the same manner provided in subdivision (2) and shall state:
(i) The fictitious business name being abandoned;
(ii) The date on which the original fictitious business name statement being abandoned was filed; and
(iii) The information presented in subdivision (2)(ii) of subsection (b).
(5) No domestic or foreign limited partnership transacting business under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of the state until a fictitious business name statement has been filed in accordance with this section.
(6) No domestic or foreign limited partnership may be permitted to transact business under a fictitious business name pursuant to this section that is the same as the name of any corporation, non-business corporation or other association, domestic or foreign limited partnership or domestic or foreign limited-liability company organized under the laws of, or registered or qualified to do business in this state or any name that is filed, reserved, or registered under this title or as permitted by the laws of this state, subject to the following:
(i) This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and
(ii) The name may be the same as the name of a corporation, non-business corporation or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law and the revocation has not been withdrawn within one year from the date or revocation.
(iii) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.
(iv) The secretary of state shall promulgate rules and regulations defining the term “distinguishable upon the record” for the administration of this chapter.
History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1; P.L. 1997, ch. 188, § 4; P.L. 2005, ch. 36, § 8; P.L. 2005, ch. 72, § 8; P.L. 2011, ch. 54, § 4; P.L. 2011, ch. 60, § 4; P.L. 2015, ch. 80, § 2; P.L. 2015, ch. 88, § 2.
§ 7-13-2. [Repealed effective January 1, 2023.]
History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1; P.L. 1997, ch. 188, § 4; P.L. 2005, ch. 36, § 8; P.L. 2005, ch. 72, § 8; P.L. 2011, ch. 54, § 4; P.L. 2011, ch. 60, § 4; P.L. 2015, ch. 80, § 2; P.L. 2015, ch. 88, § 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.]