Rhode Island General Laws
Part 8 - Dissolution and Winding Up [Effective January 1, 2023.]
Section 7-13.1-804. - Power to bind partnership after dissolution. [Effective January 1, 2023.]

§ 7-13.1-804. Power to bind partnership after dissolution. [Effective January 1, 2023.]
(a) A limited partnership is bound by a general partner’s act after dissolution which:
(1) Is appropriate for winding up the partnership’s activities and affairs; or
(2) Would have bound the partnership under § 7-13.1-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1) At the time the other party enters into the transaction:
(i) Less than two (2) years has passed since the dissociation; and
(ii) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) The act:
(i) Is appropriate for winding up the partnership’s activities and affairs; or
(ii) Would have bound the partnership under § 7-13.1-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
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

Rhode Island General Laws

Title 7 - Corporations, Associations and Partnerships

Chapter 7-13.1 - Uniform Limited Partnership Act [Effective January 1, 2023.]

Part 8 - Dissolution and Winding Up [Effective January 1, 2023.]

Section 7-13.1-801. - Events causing dissolution. [Effective January 1, 2023.]

Section 7-13.1-802. - Winding up. [Effective January 1, 2023.]

Section 7-13.1-803. - Rescinding dissolution. [Effective January 1, 2023.]

Section 7-13.1-804. - Power to bind partnership after dissolution. [Effective January 1, 2023.]

Section 7-13.1-805. - Liability after dissolution of general partner and person dissociated as general partner. [Effective January 1, 2023.]

Section 7-13.1-806. - Known claims against dissolved limited partnership. [Effective January 1, 2023.]

Section 7-13.1-807. - Other claims against dissolved limited partnership. [Effective January 1, 2023.]

Section 7-13.1-808. - Court proceedings. [Effective January 1, 2023.]

Section 7-13.1-809. - Liability of general partner and person dissociated as general partner when claim against limited partnership barred. [Effective January 1, 2023.]

Section 7-13.1-810. - Disposition of assets in winding up — When contributions required. [Effective January 1, 2023.]

Section 7-13.1-811. - Revocation of a certificate of limited partnership. [Effective January 1, 2023.]

Section 7-13.1-812. - Issuance of certificates of revocation. [Effective January 1, 2023.]

Section 7-13.1-813. - Reinstatement. [Effective January 1, 2023.]

Section 7-13.1-814. - Judicial review of denial of reinstatement. [Effective January 1, 2023.]