§ 7-13.1-107. Partnership agreement — Effect on third parties and relationship to records effective on behalf of limited partnership. [Effective January 1, 2023.]
(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a limited partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 7-13.1-703(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and
(2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 7-13.1-105(c) or (d)(2) if contained in the partnership agreement, the provision is ineffective in the record.
(d) Subject to subsection (c) of this section, if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with a provision of the partnership agreement:
(1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and
(2) The record prevails as to other persons to the extent they reasonably rely on the record.
History of Section.P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-13.1 - Uniform Limited Partnership Act [Effective January 1, 2023.]
Part 1 - General Provisions [Effective January 1, 2023.]
Section 7-13.1-101. - Short title. [Effective January 1, 2023.]
Section 7-13.1-102. - Definitions. [Effective January 1, 2023.]
Section 7-13.1-103. - Knowledge; Notice. [Effective January 1, 2023.]
Section 7-13.1-104. - Governing law. [Effective January 1, 2023.]
Section 7-13.1-108. - Required information. [Effective January 1, 2023.]
Section 7-13.1-109. - Dual capacity. [Effective January 1, 2023.]
Section 7-13.1-111. - Powers. [Effective January 1, 2023.]
Section 7-13.1-113. - Supplemental principles of law. [Effective January 1, 2023.]
Section 7-13.1-114. - Permitted names. [Effective January 1, 2023.]
Section 7-13.1-114.1. - Fictitious business name. [Effective January 1, 2023.]
Section 7-13.1-115. - Reservation of name. [Effective January 1, 2023.]
Section 7-13.1-116. - Registration of name. [Effective January 1, 2023.]
Section 7-13.1-117. - Registered agent. [Effective January 1, 2023.]
Section 7-13.1-119. - Resignation of registered agent. [Effective January 1, 2023.]
Section 7-13.1-120. - Change of name or address by registered agent. [Effective January 1, 2023.]
Section 7-13.1-121. - Service of process, notice, or demand. [Effective January 1, 2023.]
Section 7-13.1-122. - Delivery of record. [Effective January 1, 2023.]
Section 7-13.1-124. - Reservation of power to amend or repeal. [Effective January 1, 2023.]