Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-12.1 - Uniform Partnership Act [Effective January 1, 2023.]

Section 7-12.1-105. - Partnership agreement; Scope, Function, and Limitations. [Effective January 1, 2023.] - § 7-12.1-105. Partnership agreement; Scope, Function, and Limitations. [Effective January...

Section 7-12.1-106. - Partnership agreement — Effect on partnership and person becoming partner — Preformation agreement. [Effective January 1, 2023.] - § 7-12.1-106. Partnership agreement — Effect on partnership and person...

Section 7-12.1-107. - Partnership agreement — Effect on third parties and relationship to records effective on behalf of partnership. [Effective January 1, 2023.] - § 7-12.1-107. Partnership agreement — Effect on third parties and...

Section 7-12.1-108. - Signing of records to be delivered for filing to secretary of state. [Effective January 1, 2023.] - § 7-12.1-108. Signing of records to be delivered for filing...

Section 7-12.1-109. - Liability for inaccurate information in filed record. [Effective January 1, 2023.] - § 7-12.1-109. Liability for inaccurate information in filed record. [Effective...

Section 7-12.1-110. - Application to existing relationships. [Effective January 1, 2023.] - § 7-12.1-110. Application to existing relationships. [Effective January 1, 2023.]...

Section 7-12.1-110.1. - Election of existing limited liability partnerships. [Effective January 1, 2023.] - § 7-12.1-110.1. Election of existing limited liability partnerships. [Effective January...

Section 7-12.1-111. - Delivery of record. [Effective January 1, 2023.] - § 7-12.1-111. Delivery of record. [Effective January 1, 2023.] (a)...

Section 7-12.1-112. - Signing and filing pursuant to judicial order. [Effective January 1, 2023.] - § 7-12.1-112. Signing and filing pursuant to judicial order. [Effective...

Section 7-12.1-113. - Filing requirements. [Effective January 1, 2023.] - § 7-12.1-113. Filing requirements. [Effective January 1, 2023.] (a) To...

Section 7-12.1-114. - Effective date and time. [Effective January 1, 2023.] - § 7-12.1-114. Effective date and time. [Effective January 1, 2023.]...

Section 7-12.1-115. - Withdrawal of filed record before effectiveness. [Effective January 1, 2023.] - § 7-12.1-115. Withdrawal of filed record before effectiveness. [Effective January...

Section 7-12.1-116. - Correcting filed record. [Effective January 1, 2023.] - § 7-12.1-116. Correcting filed record. [Effective January 1, 2023.] (a)...

Section 7-12.1-117. - Duty of secretary of state to file — Review of refusal to file — Delivery of record by secretary of state. [Effective January 1, 2023.] - § 7-12.1-117. Duty of secretary of state to file —...

Section 7-12.1-117.1. - Fees for filing documents and issuing certificates. [Effective January 1, 2023.] - § 7-12.1-117.1. Fees for filing documents and issuing certificates. [Effective...

Section 7-12.1-118. - Reservation of power to amend or repeal. [Effective January 1, 2023.] - § 7-12.1-118. Reservation of power to amend or repeal. [Effective...

Section 7-12.1-119. - Supplemental principles of law. [Effective January 1, 2023.] - § 7-12.1-119. Supplemental principles of law. [Effective January 1, 2023.]...

Article 2 - Nature of Partnership [Effective January 1, 2023.]

Section 7-12.1-201. - Partnership as entity. [Effective January 1, 2023.] - § 7-12.1-201. Partnership as entity. [Effective January 1, 2023.] (a)...

Section 7-12.1-202. - Formation of partnership. [Effective January 1, 2023.] - § 7-12.1-202. Formation of partnership. [Effective January 1, 2023.] (a)...

Section 7-12.1-203. - Partnership property. [Effective January 1, 2023.] - § 7-12.1-203. Partnership property. [Effective January 1, 2023.] Property acquired...

Section 7-12.1-204. - When property is partnership property. [Effective January 1, 2023.] - § 7-12.1-204. When property is partnership property. [Effective January 1,...

Article 3 - Relations of Partners to Persons Dealing with Partnership [Effective January 1, 2023.]

Section 7-12.1-301. - Partner agent of partnership. [Effective January 1, 2023.] - § 7-12.1-301. Partner agent of partnership. [Effective January 1, 2023.]...

Section 7-12.1-302. - Transfer of partnership property. [Effective January 1, 2023.] - § 7-12.1-302. Transfer of partnership property. [Effective January 1, 2023.]...

Section 7-12.1-303. - Statement of partnership authority. [Effective January 1, 2023.] - § 7-12.1-303. Statement of partnership authority. [Effective January 1, 2023.]...

Section 7-12.1-304. - Statement of denial. [Effective January 1, 2023.] - § 7-12.1-304. Statement of denial. [Effective January 1, 2023.] A...

Section 7-12.1-305. - Partnership liable for partner’s actionable conduct. [Effective January 1, 2023.] - § 7-12.1-305. Partnership liable for partner’s actionable conduct. [Effective January...

Section 7-12.1-306. - Partner’s liability. [Effective January 1, 2023.] - § 7-12.1-306. Partner’s liability. [Effective January 1, 2023.] (a) Except...

Section 7-12.1-307. - Actions by and against partnership and partners. [Effective January 1, 2023.] - § 7-12.1-307. Actions by and against partnership and partners. [Effective...

Section 7-12.1-308. - Liability of purported partner. [Effective January 1, 2023.] - § 7-12.1-308. Liability of purported partner. [Effective January 1, 2023.]...

Article 4 - Relations of Partners to Each Other and to Partnership [Effective January 1, 2023.]

Section 7-12.1-401. - Partner’s rights and duties. [Effective January 1, 2023.] - § 7-12.1-401. Partner’s rights and duties. [Effective January 1, 2023.]...

Section 7-12.1-402. - Becoming partner. [Effective January 1, 2023.] - § 7-12.1-402. Becoming partner. [Effective January 1, 2023.] (a) Upon...

Section 7-12.1-403. - Form of contribution. [Effective January 1, 2023.] - § 7-12.1-403. Form of contribution. [Effective January 1, 2023.] A...

Section 7-12.1-404. - Liability for contribution. [Effective January 1, 2023.] - § 7-12.1-404. Liability for contribution. [Effective January 1, 2023.] (a)...

Section 7-12.1-405. - Sharing of and right to distributions before dissolution. [Effective January 1, 2023.] - § 7-12.1-405. Sharing of and right to distributions before dissolution....

Section 7-12.1-406. - Limitations on distributions by limited liability partnership. [Effective January 1, 2023.] - § 7-12.1-406. Limitations on distributions by limited liability partnership. [Effective...

Section 7-12.1-407. - Liability for improper distributions by limited liability partnership. [Effective January 1, 2023.] - § 7-12.1-407. Liability for improper distributions by limited liability partnership....

Section 7-12.1-408. - Rights to information of partners and persons dissociated as partner. [Effective January 1, 2023.] - § 7-12.1-408. Rights to information of partners and persons dissociated...

Section 7-12.1-409. - Standards of conduct for partners. [Effective January 1, 2023.] - § 7-12.1-409. Standards of conduct for partners. [Effective January 1,...

Section 7-12.1-410. - Actions by partnership and partners. [Effective January 1, 2023.] - § 7-12.1-410. Actions by partnership and partners. [Effective January 1,...

Section 7-12.1-411. - Continuation of partnership beyond definite term or particular undertaking. [Effective January 1, 2023.] - § 7-12.1-411. Continuation of partnership beyond definite term or particular...

Article 5 - Transferable Interests and Rights of Transferees and Creditors [Effective January 1, 2023.]

Section 7-12.1-501. - Partner not co-owner of partnership property. [Effective January 1, 2023.] - § 7-12.1-501. Partner not co-owner of partnership property. [Effective January...

Section 7-12.1-502. - Nature of transferable interest. [Effective January 1, 2023.] - § 7-12.1-502. Nature of transferable interest. [Effective January 1, 2023.]...

Section 7-12.1-503. - Transfer of transferable interest. [Effective January 1, 2023.] - § 7-12.1-503. Transfer of transferable interest. [Effective January 1, 2023.]...

Section 7-12.1-504. - Charging order. [Effective January 1, 2023.] - § 7-12.1-504. Charging order. [Effective January 1, 2023.] (a) On...

Section 7-12.1-505. - Power of legal representative of deceased partner. [Effective January 1, 2023.] - § 7-12.1-505. Power of legal representative of deceased partner. [Effective...

Article 6 - Dissociation [Effective January 1, 2023.]

Section 7-12.1-601. - Events causing dissociation. [Effective January 1, 2023.] - § 7-12.1-601. Events causing dissociation. [Effective January 1, 2023.] A...

Section 7-12.1-602. - Power to dissociate as partner — Wrongful dissociation. [Effective January 1, 2023.] - § 7-12.1-602. Power to dissociate as partner — Wrongful dissociation....

Section 7-12.1-603. - Effect of dissociation. [Effective January 1, 2023.] - § 7-12.1-603. Effect of dissociation. [Effective January 1, 2023.] (a)...

Article 7 - Person’s Dissociation As a Partner When Business Not Wound Up [Effective January 1, 2023.]

Section 7-12.1-701. - Purchase of interest of person dissociated as partner. [Effective January 1, 2023.] - § 7-12.1-701. Purchase of interest of person dissociated as partner....

Section 7-12.1-702. - Power to bind and liability of person dissociated as partner. [Effective January 1, 2023.] - § 7-12.1-702. Power to bind and liability of person dissociated...

Section 7-12.1-703. - Liability of person dissociated as partner to other persons. [Effective January 1, 2023.] - § 7-12.1-703. Liability of person dissociated as partner to other...

Section 7-12.1-704. - Statement of dissociation. [Effective January 1, 2023.] - § 7-12.1-704. Statement of dissociation. [Effective January 1, 2023.] (a)...

Section 7-12.1-705. - Continued use of partnership name. [Effective January 1, 2023.] - § 7-12.1-705. Continued use of partnership name. [Effective January 1,...

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

Section 7-12.1-801. - Events causing dissolution. [Effective January 1, 2023.] - § 7-12.1-801. Events causing dissolution. [Effective January 1, 2023.] A...

Section 7-12.1-802. - Winding up. [Effective January 1, 2023.] - § 7-12.1-802. Winding up. [Effective January 1, 2023.] (a) A...

Section 7-12.1-803. - Rescinding dissolution. [Effective January 1, 2023.] - § 7-12.1-803. Rescinding dissolution. [Effective January 1, 2023.] (a) A...

Section 7-12.1-804. - Power to bind partnership after dissolution. [Effective January 1, 2023.] - § 7-12.1-804. Power to bind partnership after dissolution. [Effective January...

Section 7-12.1-805. - Liability after dissolution of partner and person dissociated as partner. [Effective January 1, 2023.] - § 7-12.1-805. Liability after dissolution of partner and person dissociated...

Section 7-12.1-806. - Disposition of assets in winding up — When contributions required. [Effective January 1, 2023.] - § 7-12.1-806. Disposition of assets in winding up — When...

Section 7-12.1-807. - Known claims against dissolved limited liability partnership. [Effective January 1, 2023.] - § 7-12.1-807. Known claims against dissolved limited liability partnership. [Effective...

Section 7-12.1-808. - Other claims against dissolved limited liability partnership. [Effective January 1, 2023.] - § 7-12.1-808. Other claims against dissolved limited liability partnership. [Effective...

Section 7-12.1-809. - Court proceedings. [Effective January 1, 2023.] - § 7-12.1-809. Court proceedings. [Effective January 1, 2023.] (a) A...

Section 7-12.1-810. - Liability of partner and person dissociated as partner when claim against partnership barred. [Effective January 1, 2023.] - § 7-12.1-810. Liability of partner and person dissociated as partner...

Article 9 - Limited Liability Partnership [Effective January 1, 2023.]

Section 7-12.1-901. - Statement of qualification. [Effective January 1, 2023.] - § 7-12.1-901. Statement of qualification. [Effective January 1, 2023.] (a)...

Section 7-12.1-902. - Permitted names. [Effective January 1, 2023.] - § 7-12.1-902. Permitted names. [Effective January 1, 2023.] (a) The...

Section 7-12.1-902.1. - Fictitious business name. [Effective January 1, 2023.] - § 7-12.1-902.1. Fictitious business name. [Effective January 1, 2023.] (a)...

Section 7-12.1-903. - Administrative revocation of statement of qualification. [Effective January 1, 2023.] - § 7-12.1-903. Administrative revocation of statement of qualification. [Effective January...

Section 7-12.1-903.1. - Issuance of certificates of revocation. [Effective January 1, 2023.] - § 7-12.1-903.1. Issuance of certificates of revocation. [Effective January 1,...

Section 7-12.1-904. - Reinstatement. [Effective January 1, 2023.] - § 7-12.1-904. Reinstatement. [Effective January 1, 2023.] (a) A partnership...

Section 7-12.1-905. - Judicial review of denial of reinstatement. [Effective January 1, 2023.] - § 7-12.1-905. Judicial review of denial of reinstatement. [Effective January...

Section 7-12.1-906. - Reservation of name. [Effective January 1, 2023.] - § 7-12.1-906. Reservation of name. [Effective January 1, 2023.] (a)...

Section 7-12.1-907. - Registration of name. [Effective January 1, 2023.] - § 7-12.1-907. Registration of name. [Effective January 1, 2023.] (a)...

Section 7-12.1-908. - Registered agent. [Effective January 1, 2023.] - § 7-12.1-908. Registered agent. [Effective January 1, 2023.] (a) Each...

Section 7-12.1-909. - Change of registered agent or address for registered agent by limited liability partnership. [Effective January 1, 2023.] - § 7-12.1-909. Change of registered agent or address for registered...

Section 7-12.1-910. - Resignation of registered agent. [Effective January 1, 2023.] - § 7-12.1-910. Resignation of registered agent. [Effective January 1, 2023.]...

Section 7-12.1-911. - Change of name or address by registered agent. [Effective January 1, 2023.] - § 7-12.1-911. Change of name or address by registered agent....

Section 7-12.1-912. - Service of process, notice, or demand. [Effective January 1, 2023.] - § 7-12.1-912. Service of process, notice, or demand. [Effective January...

Section 7-12.1-913. - Annual report for secretary of state. [Effective January 1, 2023.] - § 7-12.1-913. Annual report for secretary of state. [Effective January...

Section 7-12.1-914. - Filing of returns with the tax administrator — Annual charge. [Effective January 1, 2023.] - § 7-12.1-914. Filing of returns with the tax administrator —...

Section 7-12.1-915. - Confirmation of state fees and taxes. [Effective January 1, 2023.] - § 7-12.1-915. Confirmation of state fees and taxes. [Effective January...

Section 7-12.1-916. - Revocation of certificate of limited liability partnership or certificate of registration for nonpayment of fees or taxes. [Effective January 1, 2023.] - § 7-12.1-916. Revocation of certificate of limited liability partnership or...

Article 10 - Foreign Limited Liability Partnership [Effective January 1, 2023.]

Section 7-12.1-1001. - Governing law. [Effective January 1, 2023.] - § 7-12.1-1001. Governing law. [Effective January 1, 2023.] (a) The...

Section 7-12.1-1002. - Registration to do business in this state. [Effective January 1, 2023.] - § 7-12.1-1002. Registration to do business in this state. [Effective...

Section 7-12.1-1003. - Foreign registration statement. [Effective January 1, 2023.] - § 7-12.1-1003. Foreign registration statement. [Effective January 1, 2023.] To...

Section 7-12.1-1004. - Amendment of foreign registration statement. [Effective January 1, 2023.] - § 7-12.1-1004. Amendment of foreign registration statement. [Effective January 1,...

Section 7-12.1-1005. - Activities not constituting doing business. [Effective January 1, 2023.] - § 7-12.1-1005. Activities not constituting doing business. [Effective January 1,...

Section 7-12.1-1006. - Noncomplying name of foreign limited liability partnership. [Effective January 1, 2023.] - § 7-12.1-1006. Noncomplying name of foreign limited liability partnership. [Effective...

Section 7-12.1-1007. - Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership. [Effective January 1, 2023.] - § 7-12.1-1007. Withdrawal deemed on conversion to domestic filing entity...

Section 7-12.1-1008. - Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership. [Effective January 1, 2023.] - § 7-12.1-1008. Withdrawal on dissolution or conversion to nonfiling entity...

Section 7-12.1-1009. - Transfer of registration. [Effective January 1, 2023.] - § 7-12.1-1009. Transfer of registration. [Effective January 1, 2023.] (a)...

Section 7-12.1-1010. - Revocation of registration. [Effective January 1, 2023.] - § 7-12.1-1010. Revocation of registration. [Effective January 1, 2023.] (a)...

Section 7-12.1-1011. - Issuance of certificates of revocation. [Effective January 1, 2023.] - § 7-12.1-1011. Issuance of certificates of revocation. [Effective January 1,...

Section 7-12.1-1012. - Reinstatement. [Effective January 1, 2023.] - § 7-12.1-1012. Reinstatement. [Effective January 1, 2023.] (a) Within two...

Section 7-12.1-1013. - Withdrawal of registration of registered foreign limited liability partnership. [Effective January 1, 2023.] - § 7-12.1-1013. Withdrawal of registration of registered foreign limited liability...

Section 7-12.1-1014. - Action by attorney general. [Effective January 1, 2023.] - § 7-12.1-1014. Action by attorney general. [Effective January 1, 2023.]...

Article 11 - Merger, Interest Exchange, Conversion, and Domestication [Effective January 1, 2023.]

Part 1 - General Provisions [Effective January 1, 2023.]

Section 7-12.1-1101. - Definitions. [Effective January 1, 2023.] - § 7-12.1-1101. Definitions. [Effective January 1, 2023.] As used in...

Section 7-12.1-1102. - Relationship of article to other laws. [Effective January 1, 2023.] - § 7-12.1-1102. Relationship of article to other laws. [Effective January...

Section 7-12.1-1103. - Required notice or approval. [Effective January 1, 2023.] - § 7-12.1-1103. Required notice or approval. [Effective January 1, 2023.]...

Section 7-12.1-1104. - Nonexclusivity. [Effective January 1, 2023.] - § 7-12.1-1104. Nonexclusivity. [Effective January 1, 2023.] The fact that...

Section 7-12.1-1105. - Reference to external facts. [Effective January 1, 2023.] - § 7-12.1-1105. Reference to external facts. [Effective January 1, 2023.]...

Section 7-12.1-1106. - Appraisal rights. [Effective January 1, 2023.] - § 7-12.1-1106. Appraisal rights. [Effective January 1, 2023.] An interest...

Section 7-12.1-1107. - Excluded entities and transactions — Other applicable law. [Effective January 1, 2023.] - § 7-12.1-1107. Excluded entities and transactions — Other applicable law....

Part 2 - Merger [Effective January 1, 2023.]

Section 7-12.1-1121. - Merger authorized. [Effective January 1, 2023.] - § 7-12.1-1121. Merger authorized. [Effective January 1, 2023.] (a) By...

Section 7-12.1-1122. - Plan of merger. [Effective January 1, 2023.] - § 7-12.1-1122. Plan of merger. [Effective January 1, 2023.] (a)...

Section 7-12.1-1123. - Approval of merger. [Effective January 1, 2023.] - § 7-12.1-1123. Approval of merger. [Effective January 1, 2023.] (a)...

Section 7-12.1-1124. - Amendment or abandonment of plan of merger. [Effective January 1, 2023.] - § 7-12.1-1124. Amendment or abandonment of plan of merger. [Effective...

Section 7-12.1-1125. - Articles of merger — Effective date of merger. [Effective January 1, 2023.] - § 7-12.1-1125. Articles of merger — Effective date of merger....

Section 7-12.1-1126. - Effect of merger. [Effective January 1, 2023.] - § 7-12.1-1126. Effect of merger. [Effective January 1, 2023.] (a)...

Part 3 - Interest Exchange [Effective January 1, 2023.]

Section 7-12.1-1131. - Interest exchange authorized. [Effective January 1, 2023.] - § 7-12.1-1131. Interest exchange authorized. [Effective January 1, 2023.] (a)...

Section 7-12.1-1132. - Plan of interest exchange. [Effective January 1, 2023.] - § 7-12.1-1132. Plan of interest exchange. [Effective January 1, 2023.]...

Section 7-12.1-1133. - Approval of interest exchange. [Effective January 1, 2023.] - § 7-12.1-1133. Approval of interest exchange. [Effective January 1, 2023.]...

Section 7-12.1-1134. - Amendment or abandonment of plan of interest exchange. [Effective January 1, 2023.] - § 7-12.1-1134. Amendment or abandonment of plan of interest exchange....

Section 7-12.1-1135. - Statement of interest exchange — Effective date of interest exchange. [Effective January 1, 2023.] - § 7-12.1-1135. Statement of interest exchange — Effective date of...

Section 7-12.1-1136. - Effect of interest exchange. [Effective January 1, 2023.] - § 7-12.1-1136. Effect of interest exchange. [Effective January 1, 2023.]...

Part 4 - Conversion [Effective January 1, 2023.]

Section 7-12.1-1141. - Conversion authorized. [Effective January 1, 2023.] - § 7-12.1-1141. Conversion authorized. [Effective January 1, 2023.] (a) By...

Section 7-12.1-1142. - Plan of conversion. [Effective January 1, 2023.] - § 7-12.1-1142. Plan of conversion. [Effective January 1, 2023.] (a)...

Section 7-12.1-1143. - Approval of conversion. [Effective January 1, 2023.] - § 7-12.1-1143. Approval of conversion. [Effective January 1, 2023.] (a)...

Section 7-12.1-1144. - Amendment or abandonment of plan of conversion. [Effective January 1, 2023.] - § 7-12.1-1144. Amendment or abandonment of plan of conversion. [Effective...

Section 7-12.1-1145. - Statement of conversion — Effective date of conversion. [Effective January 1, 2023.] - § 7-12.1-1145. Statement of conversion — Effective date of conversion....

Section 7-12.1-1146. - Effect of conversion. [Effective January 1, 2023.] - § 7-12.1-1146. Effect of conversion. [Effective January 1, 2023.] (a)...

Part 5 - Domestication [Effective January 1, 2023.]

Section 7-12.1-1151. - Domestication authorized. [Effective January 1, 2023.] - § 7-12.1-1151. Domestication authorized. [Effective January 1, 2023.] (a) By...

Section 7-12.1-1152. - Plan of domestication. [Effective January 1, 2023.] - § 7-12.1-1152. Plan of domestication. [Effective January 1, 2023.] (a)...

Section 7-12.1-1153. - Approval of domestication. [Effective January 1, 2023.] - § 7-12.1-1153. Approval of domestication. [Effective January 1, 2023.] (a)...

Section 7-12.1-1154. - Amendment or abandonment of plan of domestication. [Effective January 1, 2023.] - § 7-12.1-1154. Amendment or abandonment of plan of domestication. [Effective...

Section 7-12.1-1155. - Statement of domestication — Effective date of domestication. [Effective January 1, 2023.] - § 7-12.1-1155. Statement of domestication — Effective date of domestication....

Section 7-12.1-1156. - Effect of domestication. [Effective January 1, 2023.] - § 7-12.1-1156. Effect of domestication. [Effective January 1, 2023.] (a)...

Article 12 - Miscellaneous Provisions [Effective January 1, 2023.]

Section 7-12.1-1201. - Uniformity of application and construction. [Effective January 1, 2023.] - § 7-12.1-1201. Uniformity of application and construction. [Effective January 1,...

Section 7-12.1-1202. - Relation to Electronic Signatures in Global and National Commerce Act. [Effective January 1, 2023.] - § 7-12.1-1202. Relation to Electronic Signatures in Global and National...

Section 7-12.1-1203. - Savings clause. [Effective January 1, 2023.] - § 7-12.1-1203. Savings clause. [Effective January 1, 2023.] This chapter...

Section 7-12.1-1204. - Severability clause. [Effective January 1, 2023.] - § 7-12.1-1204. Severability clause. [Effective January 1, 2023.] If any...

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Rhode Island General Laws Title 7 - Corporations, Associations and Partnerships Chapter 7-12.1 - Uniform Partnership Act [Effective January 1, 2023.]

Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-12.1 - Uniform Partnership Act [Effective January 1, 2023.]