Rhode Island General Laws
Chapter 7-13 - Limited Partnerships [Repealed effective January 1, 2023.]
Section 7-13-23. - Events of withdrawal. [Repealed effective January 1, 2023.]

§ 7-13-23. Events of withdrawal. [Repealed effective January 1, 2023.]
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership on the happening of any of the following events:
(1) The general partner withdraws from the limited partnership as provided in § 7-13-32;
(2) The general partner ceases to be a member of the limited partnership as provided in § 7-13-40;
(3) The general partner is removed as a general partner in accordance with the partnership agreement;
(4) Unless otherwise provided in writing in the partnership agreement, the general partner:
(i) Makes an assignment for the benefit of creditors;
(ii) Files a voluntary petition in bankruptcy;
(iii) Is adjudicated a bankrupt or insolvent;
(iv) Files a petition or answer seeking for himself or herself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation;
(v) Files an answer or other pleading admitting or failing to contest the material allegation of a petition filed against him or her in any proceeding of this nature; or
(vi) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties;
(5) Unless otherwise provided in writing in the partnership agreement, one hundred and twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his or her consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties, the appointment is not vacated or stayed or within ninety (90) days after the expiration of any stay, the appointment is not vacated;
(6) In the case of a general partner who is a natural person:
(i) His or her death; or
(ii) The entry of an order by a court of competent jurisdiction adjudicating him or her incompetent to manage his or her person or his or her estate;
(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
(9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
(10) In the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.
History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1.
§ 7-13-23. [Repealed effective January 1, 2023.]
History of Section.P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1; 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.]