Rhode Island General Laws
Part 8 - Dissolution and Winding Up [Effective January 1, 2023.]
Section 7-13.1-803. - Rescinding dissolution. [Effective January 1, 2023.]

§ 7-13.1-803. Rescinding dissolution. [Effective January 1, 2023.]
(a) A limited partnership may rescind its dissolution, unless a statement of dissolution applicable to the partnership has become effective, the superior court has entered an order under § 7-13.1-801(a)(6) dissolving the partnership, or the secretary of state has revoked the partnership under § 7-13.1-811.
(b) Rescinding dissolution under this section requires:
(1) The affirmative vote or consent of each partner; and
(2) If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and:
(i) The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under § 7-13.1-208 applicable to the amendment; or
(ii) The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(c) If a limited partnership rescinds its dissolution:
(1) The partnership resumes carrying on its activities and affairs as if dissolution had never occurred;
(2) Subject to subsection (c)(3) of this section, any liability incurred by the partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and
(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
History of Section.P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

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