Rhode Island General Laws
Chapter 7-13 - Limited Partnerships [Repealed effective January 1, 2023.]
Section 7-13-8.1. - Conversion of certain entities to a limited partnership. [Repealed effective January 1, 2023.]

§ 7-13-8.1. Conversion of certain entities to a limited partnership. [Repealed effective January 1, 2023.]
(a) As used in this section, the term “other entity” means a corporation, business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business or entity including a limited-liability company or a partnership, whether general or limited (including a registered limited-liability partnership).
(b) Any other entity may convert to a domestic limited partnership by complying with subsection (h) of this section and filing in the office of the secretary of state in accordance with § 7-13-13:
(1) A certificate of conversion to limited partnership that has been executed by one or more authorized persons in accordance with § 7-13-11; and
(2) A certificate of limited partnership that complies with § 7-13-8 and has been executed by one or more authorized persons in accordance with § 7-13-11.
(c) The certificate of conversion to a limited partnership shall state:
(1) The date on which and jurisdiction where the other entity was first created, formed, or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic limited partnership;
(2) The name and type of the other entity immediately prior to the filing of the certificate of conversion to limited partnership;
(3) The name of the limited partnership as set forth in its certificate of limited partnership filed in accordance with subsection (b) of this section; and
(4) The future effective date or time (which shall be a date or time certain) of the conversion to a limited partnership if it is not to be effective upon the filing of the certificate of conversion to limited partnership and the certificate of limited partnership.
(d) Upon the filing in the office of the secretary of state of the certificate of conversion to limited partnership and the certificate of formation or upon the future effective date or time of the certificate of conversion to limited partnership and the certificate of limited partnership, the other entity shall be converted into a domestic limited partnership and the limited partnership shall thereafter be subject to all of the provisions of this chapter, except that, notwithstanding § 7-13-8, the existence of the limited partnership shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, or otherwise came into being.
(e) The conversion of any other entity into a domestic limited partnership shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic limited partnership or the personal liability of any person incurred prior to the conversion.
(f) When any conversion becomes effective under this section, for all purposes of the laws of the state of Rhode Island, all of the rights, privileges, and powers of the other entity that has converted, and all property, real, personal, and mixed, and all debts due to the other entity, as well as all other things and causes of action belonging to the other entity, are vested in the domestic limited partnership and are thereafter the property of the domestic limited partnership as they were of the other entity that has converted, and the title to any real property vested by deed or otherwise in the other entity shall not revert to such other entity or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of the other entity shall be preserved unimpaired, and all debts, liabilities, and duties of the other entity that has converted are attached to the domestic limited partnership and may be enforced against it to the same extent as if those debts, liabilities, and duties were incurred or contracted by it.
(g) Unless otherwise agreed, or as required under applicable non-Rhode Island law, the converting other entity is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the other entity and constitutes a continuation of the existence of the converting other entity in the form of a domestic limited partnership.
(h) Prior to filing a certificate of conversion to limited partnership with the office of the secretary of state, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and a partnership agreement shall be approved by the same authorization required to approve the conversion.
(i) The provisions of this section shall not be construed to limit the accomplishment of a change in the law governing, or the domicile of, another entity to the state of Rhode Island by any other means provided for in a partnership agreement or other agreement or as otherwise permitted by law, including by the amendment of a partnership agreement or other agreement.
History of Section.P.L. 1999, ch. 233, § 2; P.L. 2007, ch. 94, § 3; P.L. 2007, ch. 112, § 3.
§ 7-13-8.1. [Repealed effective January 1, 2023.]
History of Section.P.L. 1999, ch. 233, § 2; P.L. 2007, ch. 94, § 3; P.L. 2007, ch. 112, § 3; 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.]