2022 -- S 2812

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LC005323

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2022

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- UNIFORM

LIMITED PARTNERSHIP ACT

     Introduced By: Senators F Lombardi, Euer, Archambault, Ciccone, Lombardo, and
McCaffrey

     Date Introduced: March 24, 2022

     Referred To: Senate Judiciary

     (Secretary of State)

It is enacted by the General Assembly as follows:

     SECTION 1. Chapter 7-13 of the General Laws entitled "Limited Partnerships" is hereby

repealed in its entirety.

CHAPTER 7-13

Limited Partnerships

     7-13-1. Definitions.

     As used in this chapter, unless the context otherwise requires:

     (1) "Certificates of limited partnership" means the certificate referred to in § 7-13-8 and

the certificate as amended or restated.

     (2) "Contribution" means any cash, property, services rendered, or a promissory note or

other binding obligation to contribute cash or property or to perform services, which a partner

contributes to a limited partnership in his or her capacity as a partner.

     (3) "Delivering/Delivered" means either physically transferring a paper document to the

secretary of state or transferring a document to the secretary of state by electronic transmission

through a medium provided and authorized by the secretary of state.

     (4) "Electronic transmission" means any form of communication, not directly involving

the physical transmission of paper, that creates a record that may be retained, retrieved, and

reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a

recipient through an automated process.

     (5) "Event of withdrawal of a general partner" means an event that causes a person to cease

to be a general partner as provided in § 7-13-23.

     (6) "Filing" means delivered to the secretary of state in either paper format or electronic

transmission through a medium provided and authorized by the secretary of state.

     (7) "Foreign limited partnership" means a partnership formed under the laws of any state

other than the state of Rhode Island and having as partners one or more general partners and one

or more limited partners.

     (8) "General partner" means a person who has been admitted to a limited partnership as a

general partner in accordance with the partnership agreement and named in the certificate of limited

partnership as a general partner.

     (9) "Limited partner" means a person who has been admitted to a limited partnership as a

limited partner in accordance with the partnership agreement and named in the certificate of limited

partnership as a limited partner.

     (10) "Limited partnership" and "domestic limited partnership" mean a partnership formed

by two or more persons under the laws of this state and having one or more general partners and

one or more limited partners.

     (11) "Partner" means a limited or general partner.

     (12) "Partnership agreement" means any written or oral agreement of the partners as to the

affairs of a limited partnership and the conduct of its business. A written partnership agreement or

another written agreement or writing:

     (i) May provide that a person is admitted as a limited partner of a limited partnership, or

becomes an assignee of a partnership interest or other rights or powers of a limited partner to the

extent assigned, and becomes bound by the partnership agreement,

     (A) If the person (or a representative authorized by the person orally, in writing, or by other

action such as payment for a partnership interest) executes the partnership agreement or any other

writing evidencing the intent of the person to become a limited partner or assignee, or

     (B) Without execution, if the person (or a representative authorized by the person orally,

in writing, or by other action such as payment for a partnership interest) complies with the

conditions for becoming a limited partner or assignee as stated in the partnership agreement or any

other writing and requests (orally, in writing, or by other action such as payment for a partnership

interest) that the records of the limited partnership reflect the admission or assignment, and

     (ii) Shall not be unenforceable by reason of its not having been signed by a person being

admitted as a limited partner or becoming an assignee as provided in subdivision (12)(i), or by

reason of its having been signed by a representative as provided in this title.

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     (13) "Partnership interest" means a partner's share of the profits and losses of a limited

partnership and the right to receive distributions of partnership assets.

     (14) "Person" means a natural person, partnership, limited partnership (domestic or

foreign), trust, estate, association, or corporation.

     (15) "State" means a state, territory, or possession of the United States, the District of

Columbia, or the Commonwealth of Puerto Rico.

     (16) "Signature" or "Signed" or "Executed" means an original signature, facsimile, or an

electronically transmitted signature submitted through a medium provided and authorized by the

secretary of state.

     7-13-2. Name.

     (a) The name of each limited partnership as presented in its certificate of limited

partnership:

     (1) Shall contain the words "limited partnership", or the abbreviation "L.P." or "LP";

     (2) May not contain the name of a limited partner unless:

     (i) It is also the name of a general partner or the corporate name of a corporate general

partner, or

     (ii) The business of the limited partnership had been carried on under that name before the

admission of that limited partner;

     (3) Shall be distinguishable upon the records of the secretary of state from the name of any

corporation, non-business corporation or other association, domestic or foreign limited-liability

company, limited partnership organized under the laws of, or registered or qualified to do business

in this state or any name that is filed, reserved, or registered under this title or as permitted by the

laws of this state, subject to the following:

     (i) This provision does not apply if the applicant files with the secretary of state a certified

copy of a final decree of a court of competent jurisdiction establishing the prior right of the

applicant to the use of the name in this state; and

     (ii) The name may be the same as the name of a corporation, non-business corporation or

other association the certificate of incorporation or organization of which has been revoked by the

secretary of state as permitted by law, and the revocation has not been withdrawn within one year

from the date of the revocation.

     (iii) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

     (iv) The secretary of state shall promulgate rules and regulations defining the term

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"distinguishable upon the record" for the administration of this chapter.

     (b)(1) Any domestic or foreign limited partnership formed under the laws of, or registered

to do business in this state may transact business in this state under a fictitious name provided that

it files a fictitious business name statement in accordance with this subsection prior to the time it

commences to conduct business under the fictitious name.

     (2) A fictitious business name statement shall be filed with the secretary of state, and shall

be executed, in the case of a domestic limited partnership, by an authorized person and, in the case

of a foreign limited partnership, by a person with authority to do so under the laws of the state or

other jurisdiction of its formation, and shall state:

     (i) The fictitious business name to be used; and

     (ii) The name of the applicant limited partnership or foreign limited partnership, and the

state and date of its formation.

     (3) The fictitious business name statement expires upon the filing of a statement of

abandonment of use of a fictitious business name registered in accordance with this subsection or

upon the dissolution of the domestic limited partnership or the cancellation of registration of the

foreign limited partnership.

     (4) The statement of abandonment of use of a fictitious business name under this subsection

shall be filed with the secretary of state, shall be executed in the same manner provided in

subdivision (2) and shall state:

     (i) The fictitious business name being abandoned;

     (ii) The date on which the original fictitious business name statement being abandoned was

filed; and

     (iii) The information presented in subdivision (2)(ii) of subsection (b).

     (5) No domestic or foreign limited partnership transacting business under a fictitious

business name contrary to the provisions of this section, or its assignee, may maintain any action

upon or on account of any contract made, or transaction had, in the fictitious business name in any

court of the state until a fictitious business name statement has been filed in accordance with this

section.

     (6) No domestic or foreign limited partnership may be permitted to transact business under

a fictitious business name pursuant to this section that is the same as the name of any corporation,

non-business corporation or other association, domestic or foreign limited partnership or domestic

or foreign limited-liability company organized under the laws of, or registered or qualified to do

business in this state or any name that is filed, reserved, or registered under this title or as permitted

by the laws of this state, subject to the following:

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     (i) This provision does not apply if the applicant files with the secretary of state a certified

copy of a final decree of a court of competent jurisdiction establishing the prior right of the

applicant to the use of the name in this state; and

     (ii) The name may be the same as the name of a corporation, non-business corporation or

other association the certificate of incorporation or organization of which has been revoked by the

secretary of state as permitted by law and the revocation has not been withdrawn within one year

from the date or revocation.

     (iii) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

     (iv) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

     7-13-3. Reservation of name.

     (a) The exclusive right to the use of a name may be reserved by:

     (1) Any person intending to organize a limited partnership under this chapter and to adopt

that name;

     (2) Any domestic limited partnership or any foreign limited partnership registered in this

state which, in either case, intends to adopt that name;

     (3) Any foreign limited partnership intending to register in this state and adopt that name;

and

     (4) Any person intending to organize a foreign limited partnership and intending to have it

register in this state and adopt that name.

     (b) The reservation is made by filing with the secretary of state an application, executed by

the applicant, to reserve a specified name. If the secretary of state finds that the name is available

for use by a domestic or foreign limited partnership, he or she reserves the name for the exclusive

use of the applicant for a period of one hundred and twenty (120) days. Once having reserved a

name, that applicant may not again reserve the same name until more than sixty (60) days after the

expiration of the last one hundred and twenty-day (120) period for which that applicant reserved

that name. The right to the exclusive use of a reserved name may be transferred to any other person

by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for

whom the name was reserved and specifying the name and address of the transferee.

     7-13-4. Specified office and agent.

     Each limited partnership shall continuously maintain in this state:

     (1) An office, which may but need not be a place of its business in this state, at which is

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kept the records required by § 7-13-5 to be maintained; and

     (2) An agent for service of process on the limited partnership, which agent must be an

individual resident of this state, a domestic corporation, or a foreign corporation authorized to do

business in this state.

     7-13-5. Records to be kept.

     Each limited partnership shall keep at the office referred to in § 7-13-4(1) the following:

     (1) A current list of the full name and last known business address of all partners separately

identifying in alphabetical order, the general partners and limited partners;

     (2) A copy of the certificate of limited partnership and all certificates of amendment to it,

together with executed copies of any powers of attorney pursuant to which any certificate has been

executed;

     (3) Copies of the limited partnership's federal, state, and local income tax returns and

reports, if any, for the three (3) most recent years;

     (4) Copies of any then effective written partnership agreements and of any financial

statements of the limited partnerships for the three (3) most recent years. Those records are subject

to inspection and copying at the reasonable request, and at the expense, of any partner during

ordinary business hours;

     (5) Unless contained in a written partnership agreement, a writing setting out:

     (i) The amount of cash and a description and statement of the agreed value of the other

property or services contributed by each partner and that each partner has agreed to contribute;

     (ii) The times at which or events on the happening of which any additional contributions

agreed to be made by each partner are to be made;

     (iii) Any right of a partner to receive distribution, or of a general partner to make

distributions to a partner, that include a return of all or any part of the partner's contribution; and

     (iv) Any events upon the happening of which the limited partnership is to be dissolved and

its affairs wound up.

     7-13-6. Nature of business.

     A limited partnership may carry on any business that a partnership without limited partners

may carry on.

     7-13-7. Business transactions of partner with partnership.

     Except as provided in the partnership agreement, a partner may lend money to and transact

any other business with the limited partnership and, subject to other applicable law, has the same

rights and obligations with respect to that transaction of business as a person who is not a partner.

     7-13-8. Formation -- Certificate of limited partnership.

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     In order to form a limited partnership, a certificate of limited partnership shall be executed

and filed in the office of the secretary of state, stating:

     (1) The name of the limited partnership;

     (2) The address of the office and the name and address of the agent for service of process

required to be maintained by § 7-13-4;

     (3) The name and the business address of each general partner;

     (4) A mailing address for the limited partnership;

     (5) Any other matters the partners determine to include in the certificate.

     7-13-8.1. Conversion of certain entities to a limited partnership.

     (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

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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.

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     7-13-8.2. Approval of conversion of a limited partnership.

     (a) A domestic limited partnership may convert to a corporation, a business trust or

association, a real estate investment trust, a common-law trust, or any other unincorporated

business or entity including a partnership, whether general or limited (including a registered

limited-liability partnership) or a limited-liability company, organized, formed, or created under

the laws of the state of Rhode Island, upon the authorization of that conversion in accordance with

this section. If the partnership agreement specified the manner of authorizing a conversion of the

limited partnership, the conversion shall be authorized as specified in the partnership agreement. If

the partnership agreement does not specify the manner of authorizing a conversion of the limited

partnership and does not prohibit a conversion of the limited partnership, the conversion shall be

authorized in the same manner as is specified in the partnership agreement for authorizing a merger

or consolidation that involves the limited partnership as a constituent party to the merger or

consolidation. If the partnership agreement does not specify the manner of authorizing a conversion

of the limited partnership or a merger or consolidation that involved the limited partnership as a

constituent party and does not prohibit a conversion of the limited partnership, the conversion shall

be authorized by the approval (1) by all general partners, and (2) by the limited partners or, if there

is more than one class or group of limited partners, then by each class or group of limited partners,

in either case, by limited partners who own more than fifty percent (50%) of the then current

percentage or other interest in the profits of the domestic limited partnership owned by all of the

limited partners or by the limited partners in each class or group, as appropriate.

     (b) If a limited partnership shall convert in accordance with this section to another entity

or business form organized, formed, or created under the laws of a jurisdiction other than the state

of Rhode Island or to a Rhode Island unincorporated "other entity", a certificate of conversion to a

non-Rhode Island entity shall be filed in the office of the secretary of state. The certificate of

conversion to a non-Rhode Island entity shall state:

     (1) The name of the limited partnership and, if it has been changed, the name under which

its certificate of formation was originally filed;

     (2) The date of filing of its original certificate of formation with the secretary of state;

     (3) The jurisdiction in which the entity or business form, to which the limited partnership

shall be converted, is organized, formed, or created, and the name and type of such entity or

business form;

     (4) The future effective date or time, which shall be a date or time certain, of the conversion

if it is not to be effective upon the filing of the certificate of conversion to a non-Rhode Island

entity;

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     (5) That the conversion has been approved in accordance with this section; and

     (6) The agreement of the limited partnership that it may be served with process in the state

of Rhode Island in any action, suit, or proceeding for enforcement of any obligation to the limited

partnership arising while it was a limited partnership of the state of Rhode Island, and that it

irrevocably appoints the secretary of state as its agent to accept service of process in any such

action, suit, or proceeding.

     (c) Upon the filing in the office of the secretary of state of the certificate of conversion to

a non-Rhode Island entity or upon the future effective date or time of the certificate of conversion

to a non-Rhode Island entity and upon payment of all fees due by the limited partnership, as

evidenced by an appropriate certificate of good standing issued by the Rhode Island division of

taxation, the secretary of state shall certify that the limited partnership has filed all documents and

paid all fees required by this chapter, and thereupon the limited partnership shall cease to exist as

a limited partnership of the state of Rhode Island. Such certificate of the secretary of state shall be

prima facie evidence of the conversion by such limited partnership out of the state of Rhode Island.

     (d) The conversion of a limited partnership out of the state of Rhode Island in accordance

with this section and the resulting cessation of its existence as a limited partnership of the state of

Rhode Island pursuant to a certificate of conversion to a non-Rhode Island entity shall not be

deemed to affect any obligations or liabilities of the limited partnership incurred prior to such

conversion or the personal liability of any person incurred prior to such conversion, nor shall it be

deemed to affect the choice of laws applicable to the limited partnership with respect to matters

arising prior to such conversion.

     (e) When a limited partnership has been converted to another entity or business form

pursuant to this section, the other entity or business form shall, for all purposes of the laws of the

state of Rhode Island, be deemed to be the same entity as the limited partnership. When any

conversion shall have become 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 limited partnership that has

converted, and all property, real, personal, and mixed, and all such debts due to such limited

partnership, as well as all other things and causes of action belonging to such limited partnership,

shall remain vested in the other entity or business form to which such limited partnership has

converted and shall be the property of such other entity or business form, and the title to any real

property vested by deed or otherwise in such limited partnership shall not revert to such limited

partnership or be in any way impaired by reason of this chapter, but all rights of creditors and all

liens upon any property of such limited partnership shall be preserved unimpaired, and all debts,

liabilities, and duties of the limited partnership that has converted shall remain attached to the other

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entity or business form to which such limited partnership has converted, and may be enforced

against it to the same extent as if said debts, liabilities, and duties had originally been incurred or

contracted by it in its capacity as such other entity or business form. The rights, privileges, powers,

and interests in property of the limited partnership that has converted, as well as the debts, liabilities

and duties of such limited partnership, shall not be deemed, as a consequence of the conversion, to

have been transferred to the other entity or business form to which such limited partnership has

converted for any purpose of the laws of the state of Rhode Island.

     7-13-9. Amendment to certificate.

     (a) A certificate of limited partnership is amended by filing a certificate of amendment to

it in the office of the secretary of state. The certificate shall state:

     (1) The name of the limited partnership;

     (2) The date of filing the certificate; and

     (3) The amendment to the certificate.

     (b) Within thirty (30) days after the happening of any of the following events, an

amendment to a certificate of limited partnership reflecting the occurrence of the event or events

shall be filed:

     (1) The admission of a new general partner;

     (2) The withdrawal of a general partner; or

     (3) The continuation of the business under § 7-13-44 after an event of withdrawal of a

general partner.

     (c) A general partner who becomes aware that any statement in a certificate of limited

partnership was false when made or that any arrangements or other facts described have changed,

making the certificate inaccurate in any material respect, shall promptly amend the certificate.

     (d) A certificate of limited partnership may be amended at any time for any other proper

purpose the general partners determine.

     (e) If an amendment to a certificate of limited partnership is filed in compliance with

subsection (a) or (b), no person is subject to liability because the amendment was not filed earlier.

     (f) A restated certificate of limited partnership may be executed and filed in the same

manner as a certificate of amendment.

     (g) Unless otherwise provided in this chapter or in the certificate of amendment, a

certificate of amendment is effective at the time of its filing with the secretary of state.

     7-13-10. Cancellation of certificate.

     A certificate of limited partnership is cancelled upon the dissolution and the

commencement of winding up of the partnership or at any other time there are no limited partners,

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or upon the conversion of a limited partnership to a limited-liability company. When all fees and

taxes have been paid to the tax administrator, as evidenced by an appropriate certificate of good

standing issued by the Rhode Island division of taxation, a certificate of cancellation shall be filed

in the office of the secretary of state and state:

     (1) The name of the limited partnership;

     (2) The date of filing of its certificate of limited partnership or certificate of conversion

from a limited partnership to a limited-liability company, as the case may be;

     (3) The reason for filing the certificate of cancellation;

     (4) The effective date (which shall be a date certain) of cancellation if it is not to be

effective upon the filing of the certificate; and

     (5) Any other information the general partners filing the certificate determine.

     7-13-11. Execution of certificates.

     (a) Each certificate required by this chapter to be filed in the office of the secretary of state

shall be executed in the following manner:

     (1) An original certificate of limited partnership, a certificate of cancellation, and a

certificate of conversion to a limited partnership must be signed by all general partners; and

     (2) A certificate of amendment must be signed by at least one general partner and by each

other general partner designated in the certificate as a new general partner.

     (b) Any person may sign a certificate by an attorney in fact, but a power of attorney to sign

a certificate relating to the admission, of a general partner must specifically describe the admission

or increase.

     (c) The execution of a certificate by a general partner constitutes an affirmation under the

penalties of perjury that the facts stated in it are true.

     7-13-12. Amendment or cancellation by judicial act.

     If a person required by § 7-13-11 to execute a certificate of amendment or cancellation fails

or refuses to do so, any other partner, and any assignee of a partnership interest, who is adversely

affected by the failure or refusal, may petition the superior court to direct the amendment or

cancellation. If the court finds that the amendment or cancellation is proper and that any person so

designated has failed or refused to execute the certificate, it shall order the secretary of state to

record an appropriate certificate of amendment or cancellation.

     7-13-13. Filing in office of secretary of state -- Certificate of conversion to a limited

partnership.

     (a) The certificate of limited partnership and of any certificates of amendments or

cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the

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secretary of state. A person who executes a certificate as an agent, attorney in fact, or fiduciary

need not exhibit evidence of his or her authority as a prerequisite to filing. Any signature on any

certificate authorized to be filed with the secretary of state under any provision of this chapter may

be a facsimile. Unless the secretary of state finds that any certificate does not conform to law, upon

receipt of all filing fees required by law the secretary shall:

     (1) Endorse on the original the word "Filed" and the day, month, and year of the filing of

it;

     (2) File the original in his or her office.

     (3) [Deleted by P.L. 2005, ch. 36, § 8 and P.L. 2005, ch. 72, § 8.]

     (b) Upon the filing of a certificate of amendment (or judicial decree of amendment) in the

office of the secretary of state, the certificate of limited partnership or certificate of conversion as

the case may be shall be amended as presented in the certificate, and on the effective date of a

certificate of cancellation (or a judicial decree of cancellation), the certificate of limited partnership

or certificate of conversion to a limited partnership is cancelled.

     7-13-14. Liability for false statement in certificate.

     If any certificate of limited partnership or certificate of amendment or cancellation contains

a false statement, one who suffers loss by reliance on the statement may recover damages for the

loss from:

     (1) Any person who executes the certificate, or causes another to execute it on his or her

behalf, and knew, and any general partner who knew or should have known, the statement to be

false at the time the certificate was executed; and

     (2) Any general partner who subsequently knows or should have known that any

arrangement or other fact described in the certificate has changed, making the statement inaccurate

in any respect within a sufficient time before the statement was relied upon reasonably to have

enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation

or amendment under § 7-13-12.

     7-13-15. Notice.

     The fact that a certificate of limited partnership is on file in the office of the secretary of

state is notice that the partnership is a limited partnership and the persons designated in it as general

partners are general partners, but it is not notice of any other fact.

     7-13-16. Delivery of certificates to limited partners.

     Upon the return by the secretary of state pursuant to § 7-13-13 of a certificate marked

"Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited

partnership and each certificate of amendment or cancellation to each limited partner unless the

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partnership agreement provides otherwise.

     7-13-17. Admission of limited partners.

     (a) A person becomes a limited partner on the later of:

     (1) The date the original certificate of limited partnership is filed; or

     (2) The date stated in the records of the limited partnership as the date that person will

become a limited partner.

     (b) After the filing of a limited partnership's original certificate of limited partnership, a

person may be admitted as an additional limited partner.

     (1) In the case of a person acquiring a partnership interest directly from the limited

partnership, on the compliance with the partnership agreement, or if the partnership agreement does

not so provide, on the written consent of all partners; and

     (2) In the case of an assignee of a partnership interest of a partner who has the power, as

provided in § 7-13-42, to grant the assignee the right to become a limited partner, on the exercise

of that power and compliance with any conditions limiting the grant or exercise of the power.

     7-13-18. Voting -- Rights of limited partners.

     Subject to the provisions of § 7-13-19, the partnership agreement may grant to all or a

specified group of the limited partners the right to vote (on a per capita or other basis) on any matter.

     7-13-19. Liability to third parties.

     (a) Except as provided in subsection (d), a limited partner is not liable for the obligations

of a limited partnership unless he or she is also a general partner or, in addition to the exercise of

his or her rights and powers as a limited partner, he or she participates in the control of the business.

However, if the limited partner participates in the control of the business, he or she is liable only to

persons who establish by clear and convincing evidence that they transacted business with the

limited partnership reasonably believing, based on the limited partner's active conduct, that the

limited partner is a general partner.

     (b) A limited partner does not participate in the control of the business regardless of the

nature, extent, scope, number or frequency of the limited partner's possessing or, regardless of

whether or not the limited partner has the rights or powers, exercising or attempting to exercise one

or more of the rights or powers or having or, regardless of whether or not the limited partner has

the rights or powers, acting or attempting to act in one or more of the following capacities:

     (1) Being an independent contractor for or transacting business with, including being a

contractor for, or being an agent or employee of, the limited partnership or a general partner, or

being an officer, director or stockholder of a corporate general partner, or being a partner of a

partnership that is a general partner of the limited partnership, or being a fiduciary or beneficiary

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of an estate or trust that is a general partner;

     (2) Consulting with or advising a general partner regarding any matter, including the

business of the limited partnership;

     (3) Acting as surety, guarantor or endorser for the limited partnership or a general partner,

guaranteeing or assuming one or more obligations of a limited partnership or a general partner,

borrowing money from the limited partnership or a general partner, lending money to the limited

partnership or a general partner, or providing collateral for the limited partnership or a general

partner;

     (4) Approving or disapproving an amendment to the partnership agreement;

     (5) Acting or causing the taking or refraining from the taking of any action, including by

proposing, approving, consenting, or disapproving, by voting or otherwise, with respect to one or

more of the following matters:

     (i) The dissolution and winding up of the limited partnership or an election to continue the

limited partnership or an election to continue the business of a limited partnership;

     (ii) The sale, exchange, lease, mortgage, pledge, or other transfer of or granting of a security

interest in any asset or assets of the limited partnership;

     (iii) The incurrence, renewal, refinancing, or repayment or other discharge of indebtedness

by the limited partnership;

     (iv) A change in the nature of the business;

     (v) The admission, removal, or retention of a general partner;

     (vi) An amendment to the partnership agreement or certificate of limited partnership;

     (vii) A matter related to the business of the limited partnership not otherwise enumerated

in this subsection that the partnership agreement states, in writing, is subject to the approval or

disapproval of limited partners;

     (viii) Winding up the limited partnership pursuant to this chapter;

     (ix) Exercising any right or power permitted to limited partners under this chapter and not

specifically enumerated in this subsection;

     (x) The admission, removal, or retention of a limited partner;

     (xi) A transaction or other matter involving an actual or potential conflict of interest;

     (xii) The merger or consolidation of a limited partnership;

     (xiii) As to a limited partnership that is registered as an investment company under the

Investment Company Act of 1940, as amended, any matter required by the Investment Company

Act of 1940, 15 U.S.C. § 80a-1 et seq., as amended, or the rules and regulations of the Securities

and Exchange Commission under that Act, to be approved by the holders of beneficial interests in

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an investment company, including the election of directors or trustees of the investment company,

the approving or terminating of investment advisory or underwriting contracts, and the approving

of auditors;

     (xiv) The indemnification of any partner or any other person; or

     (xv) Any other matters that are stated in the partnership agreement or in any other

agreement or in writing;

     (6) Taking any action required or permitted by law to bring or pursue or settle or otherwise

terminate a derivative action in the right of the limited partnership;

     (7) Calling, requesting, attending, or participating in a meeting of partners or limited

partners;

     (8) Serving on a committee of the limited partnership or the limited partners;

     (9) Serving on the board of directors or a committee of, consulting with or advising, being

an officer, director, stockholder, partner, agent or employee of, or being a fiduciary for, any person

in which the limited partnership has an interest; or

     (10) Exercising any right or power granted or permitted to limited partners under this

chapter and not specifically enumerated in this subsection.

     (c) The enumeration in subsection (b) does not mean that the possession or exercise of any

other powers by a limited partner constitutes participation by him or her in the business of the

limited partnership.

     (d) A limited partner does not participate in the control of the business within the meaning

of subsection (a) by virtue of the fact that all or any part of the name of the limited partner is

included in the name of the limited partnership.

     (e) This section does not create rights or powers of limited partners. The rights and powers

may be created only by a certificate of limited partnership, a partnership agreement or any other

agreement or in writing, or by other sections of this chapter.

     7-13-20. Person erroneously believing him or herself a limited partner.

     (a) Except as provided in subsection (b), a person who makes a contribution to a business

enterprise and erroneously but in good faith believes that he or she has become a limited partner in

the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason

of making the contribution, receiving distributions from the enterprise, or exercising any rights of

a limited partner, if, on ascertaining the mistake, he or she:

     (1) Causes an appropriate certificate of limited partnership or a certificate of amendment

to be executed and filed; or

     (2) Withdraws from future equity participation in the enterprise by executing and filing in

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the office of the secretary of state a certificate declaring withdrawal under this section.

     (b) A person who makes a contribution of the kind described in subsection (a) is liable as

a general partner to any third party who transacts business with the enterprise:

     (i) Before the person withdraws and an appropriate certificate is filed to show withdrawal,

or

     (ii) Before an appropriate certificate is filed to show his or her status as a limited partner

and, in the case of an amendment, after expiration of the thirty (30) day period for filing an

amendment relating to the person as a limited partner under § 7-13-9, but in either case only if the

third party actually believed in good faith that the person was a general partner at the time of the

transaction.

     7-13-21. Information.

     Each limited partner has the right to:

     (1) Inspect and copy any of the partnership records required to be maintained by § 7-13-5;

and

     (2) Obtain from the general partners from time to time upon reasonable demand:

     (i) True and full information regarding the state of the business and financial condition of

the limited partnership,

     (ii) Promptly after becoming available, a copy of the limited partnership's federal, state,

and local income tax returns for each year, and

     (iii) Other information regarding the affairs of the limited partnership that is just and

reasonable.

     7-13-22. Admission of additional general partners.

     After the filing of a limited partnership's original certificate of limited partnership,

additional general partners may be admitted as provided in the partnership agreement or, if the

partnership agreement does not provide for the admission of additional general partners, with the

written consent of all partners.

     7-13-23. Events of withdrawal.

     Except as approved by the specific written consent of all partners at the time, a person

ceases to be a general partner of a limited partnership on the happening of any of the following

events:

     (1) The general partner withdraws from the limited partnership as provided in § 7-13-32;

     (2) The general partner ceases to be a member of the limited partnership as provided in §

7-13-40;

     (3) The general partner is removed as a general partner in accordance with the partnership

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agreement;

     (4) Unless otherwise provided in writing in the partnership agreement, the general partner:

     (i) Makes an assignment for the benefit of creditors;

     (ii) Files a voluntary petition in bankruptcy;

     (iii) Is adjudicated a bankrupt or insolvent;

     (iv) Files a petition or answer seeking for himself or herself any reorganization,

arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute,

law, or regulation;

     (v) Files an answer or other pleading admitting or failing to contest the material allegation

of a petition filed against him or her in any proceeding of this nature; or

     (vi) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator

of the general partner or of all or any substantial part of his or her properties;

     (5) Unless otherwise provided in writing in the partnership agreement, one hundred and

twenty (120) days after the commencement of any proceeding against the general partner seeking

reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief

under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety (90)

days after the appointment without his or her consent or acquiescence of a trustee, receiver, or

liquidator of the general partner or of all or any substantial part of his or her properties, the

appointment is not vacated or stayed or within ninety (90) days after the expiration of any stay, the

appointment is not vacated;

     (6) In the case of a general partner who is a natural person:

     (i) His or her death; or

     (ii) The entry of an order by a court of competent jurisdiction adjudicating him or her

incompetent to manage his or her person or his or her estate;

     (7) In the case of a general partner who is acting as a general partner by virtue of being a

trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

     (8) In the case of a general partner that is a separate partnership, the dissolution and

commencement of winding up of the separate partnership;

     (9) In the case of a general partner that is a corporation, the filing of a certificate of

dissolution, or its equivalent, for the corporation or the revocation of its charter; or

     (10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest

in the partnership.

     7-13-24. General rights, powers, and liabilities.

     (a) Except as provided in this chapter or in the partnership agreement, a general partner of

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a limited partnership has the rights and powers and is subject to the restrictions of a partner in a

partnership without limited partners.

     (b) Except as provided in this chapter a general partner of a limited partnership has the

liabilities of a partner in a partnership without limited partners to persons other than the partnership

and the other partners. Except as provided in this chapter or in the partnership agreement, a general

partner of a limited partnership has the liabilities of a partner in a partnership without limited

partners to the partnership and to the other partners.

     7-13-25. Contributions by general partner.

     A general partner of a limited partnership may make contributions to the partnership and

share in the profits and losses of, and in distributions from, the limited partnership as a general

partner. A general partner also may make contributions to and share in profits, losses, and

distributions as a limited partner. A person who is both a general partner and a limited partner has

the rights and powers, and is subject to the restrictions and liabilities, of a general partner and,

except as provided in the partnership agreement, also has the powers, and is subject to the

restrictions, of a limited partner to the extent of his or her participation in the partnership as a

limited partner.

     7-13-26. Voting rights of general partners.

     The partnership agreement may grant to all or certain identified general partners the right

to vote, on a per capita or any other basis, separately or with all or any class of the limited partners,

on any matter.

     7-13-27. Form of contribution.

     The contribution of a partner may be in cash, property, or services rendered, or a

promissory note or other obligation to contribute cash or property or to perform services.

     7-13-28. Liability for contribution.

     (a) Except as provided in the partnership agreement, a partner is obligated to the limited

partnership to perform any promise to contribute cash or property or to perform services, even if

he or she is unable to perform because of death, disability, or any other reason. If a partner does

not make the required contribution of property or services, he or she is obligated at the option of

the limited partnership to contribute cash equal to that portion of the value (as stated in the records

to be kept pursuant to § 7-13-5) of the stated contribution that has not been made.

     (b) Unless otherwise provided in the partnership agreement, the obligation of a partner to

make a contribution or return money or other property paid or distributed in violation of this chapter

may be compromised only by consent of all the partners. Notwithstanding the compromise, a

creditor of a limited partnership who extends credit, or whose claim arises, after the filing of the

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certificate of limited partnership or an amendment to it that, in either case, reflects the obligation,

and before the amendment or cancellation of it to reflect the compromise, may enforce the original

obligation.

     7-13-29. Sharing of profits and losses.

     The profits and losses of a limited partnership shall be allocated among the partners and

the classes of partners in the manner provided in the partnership agreement. If the partnership

agreement does not provide for allocation, profits and losses shall be allocated on the basis of the

value, as stated in the partnership records required to be kept pursuant to § 7-13-5, of the

contributions made by each partner to the extent they have been received by the partnership and

have not been returned.

     7-13-30. Sharing of distributions.

     Distributions of cash or other assets of a limited partnership shall be allocated among the

partners, and among classes of partners, in the manner provided in the partnership agreement. If

the partnership agreement does not provide for allocation, distributions shall be made on the basis

of the value, as stated in the partnership records required to be kept pursuant to § 7-13-5, of the

contributions made by each partner to the extent they have been received by the partnership and

have not been returned.

     7-13-31. Interim distributions.

     Except as provided in this chapter, a partner is entitled to receive distributions from a

limited partnership before his or her withdrawal from the limited partnership and before the

dissolution and winding up of the limited partnership to the extent and at the times or upon the

happening of the events specified in the partnership agreement.

     7-13-32. Withdrawal of general partner.

     A general partner may withdraw from a limited partnership at any time by giving written

notice to the other partners, but if the withdrawal violates the partnership agreement, the limited

partnership may recover from the withdrawing general partner damages for breach of the

partnership agreement and offset the damages against the amount otherwise distributable to him or

her.

     7-13-33. Withdrawal of limited partner.

     A limited partner may withdraw from a limited partnership only at the time or upon the

occurrence of events specified in writing in the partnership agreement and in accordance with the

partnership agreement. Notwithstanding anything to the contrary under applicable law, unless a

partnership agreement provides otherwise, a limited partner may not withdraw from a limited

partnership prior to the dissolution and winding up of the limited partnership.

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     7-13-34. Distribution upon withdrawal.

     Except as provided in this chapter, upon withdrawal any withdrawing partner is entitled to

receive any distribution to which he or she is entitled under the partnership agreement and, if not

otherwise provided in the agreement, he or she is entitled to receive, within a reasonable time after

withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal

based on his or her right to share in distributions from the limited partnership.

     7-13-35. Distribution in kind.

     Except as provided in writing in the partnership agreement, a partner, regardless of the

nature of his or her contribution, has no right to demand and receive any distribution from a limited

partnership in any form other than cash. Except as provided in the partnership agreement, a partner

may not be compelled to accept a distribution of any asset in kind from a limited partnership to the

extent that the percentage of the asset distributed to him or her exceeds a percentage of that asset

that is equal to the percentage in which he or she shares in distributions from the limited partnership.

     7-13-36. Right to distribution.

     Subject to §§ 7-13-37 and 7-13-47, and unless otherwise provided in the partnership

agreement at the time a partner becomes entitled to receive a distribution, he or she has the status

of, and is entitled to all remedies available to, a creditor of the limited partnership as to the

distribution. A partnership may provide for the establishment of a record date with respect to

allocations and distributions by a limited partnership.

     7-13-37. Limitations on distribution.

     (a) A limited partnership shall not make a distribution to a partner to the extent that at the

time of the distribution, after giving effect to the distribution, all liabilities of the limited

partnership, other than liabilities to partners on account of their partnership interests and liabilities

for which the recourse of creditors is limited to specified property of the limited partnership, exceed

the fair value of the assets of the limited partnership, except that the fair value of property that is

subject to a liability for which the recourse of creditors is limited shall be included in the assets of

the limited partnership only to the extent that the fair value of that property exceeds that liability.

     (b) A limited partner who received a distribution in violation of subsection (a), and who

knew or reasonably should have known at the time of the distribution that the distribution violated

subsection (a), is liable to the limited partnership for the amount of the distribution. A limited

partner who receives a distribution in violation of subsection (a) and who did not know and

reasonably should not have known at the time of the distribution that the distribution violated

subsection (a), is not liable for the amount of the distribution. Subject to subsection (c), this

subsection does not affect any obligation or liability of a limited partner under a partnership

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agreement or other applicable law for the amount of a distribution.

     (c) Unless otherwise agreed, a limited partner who received a distribution from a limited

partnership has no liability under this chapter or other applicable law for the amount of the

distribution after the expiration of three (3) years from the date of the distribution.

     7-13-38. [Repealed.]

     7-13-39. Nature of partnership interest.

     A partnership interest is personal property.

     7-13-40. Assignment of partnership interest.

     Except as provided in the partnership agreement, a partnership interest is assignable in

whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or

entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the

assignee to receive, to the extent assigned, only the distribution to which the assignor would be

entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon

assignment of all his partnership interest.

     7-13-41. Rights of creditor.

     On application to a court of competent jurisdiction by any judgment creditor of a partner,

the court may charge the partnership interest of the partner with payment of the unsatisfied amount

of the judgment with interest. To the extent charged, the judgment creditor has only the rights of

an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of

any exemption laws applicable to his or her partnership interest.

     7-13-42. Rights of assignee to become limited partner.

     (a) An assignee of a partnership interest, including an assignee of a general partner, may

become a limited partner if and to the extent that:

     (1) The assignor gives the assignee that right in accordance with authority described in the

partnership agreement; or

     (2) All other partners consent.

     (b) An assignee who has become a limited partner has, to the extent assigned, the rights

and powers, and is subject to the restrictions and liabilities, of a limited partner under the

partnership agreement and this chapter. An assignee who becomes a limited partner also is liable

for the obligations of his or her assignor to make and return contributions as provided in this

chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time

he or she became a limited partner.

     (c) If an assignee of a partnership interest becomes a limited partner, the assignor is not

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released from his or her liability to the limited partnership under §§ 7-13-14 and 7-13-28.

     7-13-43. Power of estate of deceased or incompetent person.

     If a partner who is an individual dies or a court of competent jurisdiction adjudges him or

her to be incompetent to manage his or her person or his or her property, the partner's executor,

administrator, guardian, conservator, or other legal representative may exercise all the partner's

rights for the purpose of settling his or her estate or administering his or her property, including

any power the partner had to give an assignee the right to become a limited partner. If a partner is

a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may

be exercised by its legal representative or successor.

     7-13-44. Nonjudicial dissolution.

     A limited partnership is dissolved and its affairs shall be wound up upon the happening of

the first to occur of the following:

     (1) At the time or upon the happening of any of the events specified in the partnership

agreement;

     (2) Written consent of all partners;

     (3) Unless otherwise provided in the partnership agreement, an event of withdrawal of a

general partner unless at the time there is at least one other general partner and the partnership

agreement permits the business of the limited partnership to be carried on by the remaining general

partner and that partner does so, but the limited partnership is not dissolved and is not required to

be wound up by reason of any event of withdrawal, if, within ninety (90) days after the withdrawal,

a majority interest of the partners agrees in writing to continue the business of the limited

partnership and to the appointment of one or more additional general partners if necessary or

desired; or

     (4) Entry of a decree of judicial dissolution under § 7-13-45.

     7-13-45. Judicial dissolution.

     On application by or for a partner the superior court may decree dissolution of a limited

partnership whenever it is not reasonably practicable to carry on the business in conformity with

the partnership agreement.

     7-13-46. Winding up.

     Except as provided in the partnership agreement, the general partners who have not

wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited

partnership's affairs. The superior court may wind up the limited partnership's affairs upon

application of any partner, his or her legal representative, or assignee.

     7-13-47. Distribution of assets.

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     Upon the winding up of a limited partnership, the assets shall be distributed as follows:

     (1) To creditors, including partners who are creditors, to the extent permitted by law, in

satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners

under § 7-13-31 or § 7-13-34;

     (2) Except as provided in the partnership agreement, to partners and former partners in

satisfaction of liabilities for distributions under § 7-13-31 or 7-13-34; and

     (3) Except as provided in the partnership agreement, to partners, first for the return of their

contributions and secondly, as to their partnership interests, in the proportions in which the partners

share in distributions.

     7-13-48. Applicable law.

     Subject to the constitution of this state:

     (1) The laws of the state under which a foreign limited partnership is organized govern its

organization and internal affairs and the liability of its limited partners, except as to foreign limited-

liability partnerships, which shall be treated as if they were foreign limited partnerships;

     (2) A foreign limited partnership may not be denied registration by reason of any difference

between those laws and the laws of this state; and

     (3) A certificate of registration does not authorize a foreign limited partnership to engage

in any business or exercise any power that a limited partnership may not engage in or exercise in

this state.

     7-13-49. Registration.

     Before transacting business in this state, a foreign limited partnership shall register with

the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary

of state, in duplicate, an application for registration as a foreign limited partnership, signed and

sworn to by a general partner and setting forth:

     (1) The name of the foreign limited partnership and, if different, the name under which it

proposes to register and transact business in this state;

     (2) The state and date of its formation;

     (3) The general character of the business it proposes to transact in this state;

     (4) The name and address of any agent for service of process on the foreign limited

partnership whom the foreign limited partnership elects to appoint; the agent must be an individual

resident of this state, a domestic corporation, or a foreign corporation having a place of business

in, and authorized to do business in this state;

     (5) A statement that the secretary of state is appointed the agent of the foreign limited

partnership for service of process if no agent has been appointed under subdivision (4) or, if

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appointed, the agent's authority has been revoked or if the agent cannot be found or served with the

exercise of reasonable diligence;

     (6) The address of the office required to be maintained in the state of its organization by

the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

     (7) The name and business address of each general partner;

     (8) The address of the office at which is kept a list of the names and addresses of the limited

partners and their capital contributions, together with an undertaking by the foreign limited

partnership to keep those records until the foreign limited partnership's registration in this state is

canceled or withdrawn;

     (9) A mailing address for the foreign limited partnership; and

     (10) Additional information as may be necessary or appropriate in order to enable the

secretary of state to determine whether the foreign limited partnership is entitled to a certificate of

authority to transact business in this state and to determine and assess the fees payable as prescribed

in this chapter.

     7-13-50. Issuance of registration.

     (a) If the secretary of state finds that an application for registration of a foreign limited

partnership conforms to law and all requisite fees have been paid, he or she shall:

     (1) Endorse on the application the word "Filed", and the month, day, and year of the filing

of the application;

     (2) File in his or her office the original of the application; and

     (3) Issue a certificate of registration to transact business in this state.

     (b) The certificate of registration, together with a duplicate original of the application, shall

be returned to the person who filed the application or his or her representative.

     7-13-51. Name of foreign limited partnership.

     A foreign limited partnership may register with the secretary of state under any name,

whether or not it is the name under which it is registered in its state of organization, that includes

either:

     (1) without abbreviation the words "limited partnership" or

     (2) the letters and punctuation "L.P.", and that could be registered by a domestic limited

partnership, and

     (3) Shall be distinguishable upon the records of the secretary of state from the name of any

corporation, non-business corporation or other association, domestic or foreign limited-liability

company, limited partnership organized under the laws of, or registered or qualified to do business

in this state or any name that is filed, reserved, or registered under this title or as permitted by the

LC005323 - Page 25 of 126

laws of this state, subject to the following:

     (i) This provision does not apply if the applicant files with the secretary of state a certified

copy of a final decree of a court of competent jurisdiction establishing the prior right of the

applicant to the use of the name in this state; and

     (ii) The name may be the same as the name of a corporation, non-business corporation or

other association the certificate of incorporation or organization of which has been revoked by the

secretary of state as permitted by law, and the revocation has not been withdrawn within one year

from the date of the revocation.

     (iii) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

     (iv) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

     7-13-52. Changes and amendments.

     If any statement in the application for registration of a foreign limited partnership was false

when made or any arrangements or other facts described have changed, making the application

inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the

secretary of state a certificate, signed and sworn to by a general partner, correcting the statement.

     7-13-52.1. Foreign application for transfer of authority.

     (a) A duly authorized foreign limited partnership in the state of Rhode Island that converts

into any form of foreign or other entity subject to the provisions of Title 7 and the resulting entity

is required to file for authority to transact business in this state may apply for a transfer of authority

in the office of the secretary of state by filing:

     (1) An application for transfer of authority that has been executed and filed in accordance

with § 7-13-11;

     (2) An application for authority to transact business in the state of Rhode Island for the

resulting entity type; and

     (3) A certificate of legal existence or good standing issued by the proper officer of the state

or country under the laws of which the resulting entity has been formed.

     (b) The application for transfer of authority shall state:

     (1) The name of the limited partnership;

     (2) The type of other entity into which it has been converted; and

     (3) The jurisdiction whose laws govern its internal affairs.

     (c) Upon the effective time and date of the application for transfer of authority, the authority

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of the limited partnership authorized to transact business under this chapter shall be transferred

without interruption to the other entity which shall thereafter hold such authority subject to the

provisions of the laws of the state of Rhode Island applicable to that type of resulting entity.

     7-13-53. Cancellation of registration.

     When all fees and taxes have been paid to the tax administrator, as evidenced by an

appropriate certificate of good standing issued by the Rhode Island division of taxation, a foreign

limited partnership may cancel its registration by filing with the secretary of state a certificate of

cancellation signed and sworn to by a general partner. In filing a certificate of cancellation, the

foreign limited partnership revokes the authority of its registered agent to accept service of process

and consents that service of process in any action, suit or proceeding based upon any cause of action

arising in this state during the time the foreign limited partnership was authorized to transact

business in this state may subsequently be made on the foreign limited partnership by service on

the secretary of state. The certificate of cancellation must include the post office address to which

the secretary of state may mail a copy of any process against the foreign limited partnership that is

served on the secretary of state.

     7-13-54. Transaction of business without registration.

     (a) A foreign limited partnership transacting business in this state may not maintain any

action, suit, or proceeding in any court of this state until it has registered in this state.

     (b) The failure of a foreign limited partnership to register in this state does not impair the

validity of any contract or act of the foreign limited partnership or prevent the foreign limited

partnership from defending any action, suit, or proceeding in any court of this state.

     (c) A limited partner of a foreign limited partnership is not liable as a general partner of

the foreign limited partnership solely by reason of having transacted business in this state without

registration.

     (d) A foreign limited partnership, by transacting business in this state without registration,

appoints the secretary of state as its agent for service of process as to claims for relief or causes of

action arising out of the transaction of business in this state.

     (e) Without excluding other activities that may not constitute transacting business in this

state, a foreign limited partnership is not considered to be transacting business in this state for

purposes of this chapter by reason of carrying on in this state any one or more of the following

activities:

     (1) Maintaining or defending any action or suit or any administrative or arbitration

proceeding or effecting a settlement of it or the settlement of any claims or dispute;

     (2) Holding meetings of the partners or carrying on other activities concerning its internal

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affairs;

     (3) Maintaining bank accounts;

     (4) Maintaining offices or agencies for the transfer, exchange, and registration of

partnership securities or partnership interests, or appointing and maintaining depositories with

relation to its partnership interests or securities;

     (5) Effecting sales to independent contractors;

     (6) Soliciting or procuring orders whether by mail or through employees or agents or

otherwise where the orders require acceptance without this state before becoming binding

contracts;

     (7) Creating evidences of debt, mortgages, or liens on real or personal property;

     (8) Securing or collecting debts or enforcing any rights and property securing the debts;

     (9) Transacting any business in interstate commerce.

     7-13-54.1. Fees for filing documents and issuing certificates.

     The secretary of state shall charge and collect for:

     (1) Filing a certificate of limited partnership, one hundred dollars ($100).

     (2) Filing a certificate of amendment to a certificate of limited partnership, fifty dollars

($50.00).

     (3) Filing a certificate of cancellation of a certificate of limited partnership, ten dollars

($10.00).

     (4) Filing an application to reserve a limited partnership name, fifty dollars ($50.00) and

for renewal, seventy-five dollars ($75.00).

     (5) Filing a notice of transfer of a reserved limited partnership name, fifty dollars ($50.00).

     (6) Filing a statement of change of address of specified office or change of specified agent,

twenty dollars ($20.00).

     (7) Filing a statement of change of address only for a specified agent, without fee.

     (8) Filing an application of a foreign limited partnership to register as a foreign limited

partnership, one hundred dollars ($100).

     (9) Filing a certificate of correction of a registration as a foreign limited partnership, ten

dollars ($10.00).

     (10) Filing a certificate of cancellation of registration as a foreign limited partnership,

twenty-five dollars ($25.00).

     (11) Filing any other document, statement or report of a domestic or foreign limited

partnership, fifty dollars ($50.00).

     (12) Filing a certificate of amendment of a foreign limited partnership, fifty dollars

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($50.00).

     (13) For issuing a certificate of good standing/letter of status, twenty dollars ($20.00).

     (14) For issuing a certificate of fact, thirty dollars ($30.00).

     (15) For furnishing a certified copy of any document, instrument or paper relating to a

domestic or foreign limited partnership, a fee of fifteen cents ($.15) per page and ten dollars

($10.00) for the certificate and affirming the seal to it.

     (16) Service of process on the secretary of state as registered agent of a limited partnership,

fifteen dollars ($15.00) which amount may be recovered as a taxable cost by the party to the suit or

action making the service if the party prevails in the suit or action.

     7-13-55. Action to enjoin foreign limited partnership.

     The superior court has jurisdiction to enjoin any foreign limited partnership, or any agent

of a foreign limited partnership, from transacting any business in the state if the limited partnership

has failed to comply with any section of this chapter applicable to it or if the limited partnership

has secured a certificate of the secretary of state under § 7-13-49 on the basis of false or misleading

representation. The attorney general may bring an action to restrain a foreign limited partnership

from transacting business in this state in violation of this chapter.

     7-13-56. Right of action.

     A limited partner may bring an action in the right of a limited partnership to recover a

judgment in its favor if general partners with authority to do so have refused to bring the action or

if an effort to cause those general partners to bring the action is not likely to succeed.

     7-13-57. Proper plaintiff.

     In a derivative action, the plaintiff must be a partner at the time of bringing the action and

     (1) at the time of the transaction of which he or she complains, or

     (2) his or her status as a partner had developed upon him or her by operation of law or

pursuant to the terms of the partnership agreement from a person who was a partner at the time of

the transaction.

     7-13-58. Pleading.

     In a derivative action, the complaint shall set forth with particularity the effort of the

plaintiff to secure initiation of the action by a general partner or the reasons for not making the

effort.

     7-13-59. Expenses.

     If a derivative action is successful, in whole or in part, or if anything is received by the

plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may

award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him

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or her to remit to the limited partnership the remainder of those proceeds received by him or her.

     7-13-60. Construction and application.

     This chapter shall be applied and construed so as to effectuate its general purpose to make

uniform the law as to the subject of this chapter among states enacting it.

     7-13-61. Short title.

     This chapter may be cited as the "Uniform Limited Partnership Act".

     7-13-62. Severability.

     If any provision of this chapter or its application to any person or circumstance is held

invalid, the invalidity does not affect other provisions or applications of the chapter that can be

given effect without the invalid provision or application, and to this end the provisions of this

chapter are severable.

     7-13-63. Rule for cases not provided for in this chapter.

     In any case not provided for in this chapter, the provisions of chapter 12 of this title govern.

     7-13-64. Applications to existing limited partnerships.

     The provisions of this chapter apply to all domestic limited partnerships existing on January

1, 1987, to the extent that the partnership agreement of each partnership is not inconsistent with the

provisions of this chapter. Unless otherwise agreed to by the partners, nothing in this chapter

requires any domestic limited partnership validly existing on January 1, 1987, to comply with the

provisions of this chapter in order to preserve or continue its status as a limited partnership.

     7-13-65. Effect of repeal of prior acts.

     The repeal of any prior statutory provision by this chapter does not impair, or otherwise

affect, the organization or the continued existence of a limited partnership existing at January 1,

1986, nor is the repeal by this chapter of any prior provision to be construed so as to impair any

contract or to affect any right accrued prior to January 1, 1986.

     7-13-66. Indemnification.

     Subject to any standards and restrictions that are set forth in its partnership agreement, a

limited partnership has the power to indemnify and hold harmless any partner or other person from

any claims and demands.

     7-13-67. Classes and voting.

     (a)(1) A partnership agreement may provide for classes or groups of limited partners having

any relative rights, powers and duties that the partnership agreement provides, and may make

provision for the future creation in the manner provided in the partnership agreement of additional

classes or groups of limited partners having any relative rights, powers and duties that may from

time to time be established, including rights, powers and duties senior to existing classes and groups

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of limited partners.

     (2) A partnership agreement may provide for the taking of an action, including the

amendment of the partnership agreement, without the vote or approval of any limited partner or

class or group of limited partners, including an action to create under the provisions of the

partnership agreement a class or group of partnership interests that was not previously outstanding.

     (b) Subject to § 7-13-19 the partnership agreement may grant to all or certain identified

limited partners or a specified class or group of the limited partners the right to vote separately or

with all or any class or group of the limited partners or the general partners, on any matter. Voting

by limited partners may be on a per capita, number, financial interest, class, group or any other

basis.

     (c) A partnership agreement that grants a right to vote may set forth provisions relating to

notice of the time, place or purpose of any meeting at which any matter is to be voted on by any

limited partners, waiver of any such notice, action by consent without a meeting, the establishment

of a record date, quorum requirements, voting in person or by proxy, or any other matter as to the

exercise of the right to vote.

     (d) Any right or power, including voting rights, granted to limited partners as permitted

under § 7-13-19 of this title is deemed to be permitted by this section.

     7-13-68. Merger and consolidation.

     (a) As used in this section, "other business entity" means a corporation, a business trust or

association, a real estate investment trust, a common-law trust, a limited-liability corporation,

whether foreign or domestic, or an unincorporated business, including a partnership, whether

general or limited, but excluding a domestic limited partnership.

     (b)(1) Pursuant to an agreement of merger or consolidation, a domestic limited partnership

may merge or consolidate with or into one or more domestic limited partnerships or other business

entities formed or organized under the laws of the state of Rhode Island or any other state or the

United States or any foreign country or other foreign jurisdiction, with any domestic limited

partnership or other business entity that the agreement provides being the surviving or resulting

domestic limited partnership or other business entity. Unless otherwise provided in the partnership

agreement, a merger or consolidation shall be approved by each domestic limited partnership that

is to merge or consolidate:

     (i) By all general partners; and

     (ii) By the limited partners or, if there is more than one class or group of limited partners,

then by each class or group of limited partners, in either case, by limited partners who own more

than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic

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limited partnership owned by all of the limited partners or by the limited partners in each class or

group, as appropriate.

     (2) In connection with a merger or consolidation under this section, rights or securities of,

or interests in, a limited partnership or other business entity that is not a limited partnership or other

business entity that is a constituent party to the merger or consolidation may be exchanged for or

converted into cash, property, rights or securities of, or interests in, the surviving or resulting

limited partnership or other business entity in the merger or consolidation. Despite prior approval,

an agreement of merger or consolidation may be terminated or amended pursuant to a provision for

termination or amendment contained in the agreement of merger or consolidation.

     (c) If a domestic limited partnership is merging or consolidating under this section, the

domestic limited partnership or other business entity surviving or resulting in or from the merger

or consolidation shall file a certificate of merger or consolidation in the office of the secretary of

state, stating:

     (1) The name and jurisdiction of formation or organization of each of the domestic limited

partnerships or other business entities that is to merge or consolidate;

     (2) That an agreement of merger or consolidation has been approved and executed by each

of the domestic limited partnerships or other business entities that is to merge or consolidate;

     (3) The name of the surviving or resulting domestic limited partnership or other business

entity;

     (4) The future effective date or time, which shall be a date or time certain, of the merger or

consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation;

     (5) That the agreement of merger or consolidation is on file at a place of business of the

surviving or resulting domestic limited partnership or other business entity, and shall state the

address of that place of business;

     (6) That a copy of the agreement of merger or consolidation will be furnished by the

surviving or resulting domestic limited partnership or other business entity, on request and without

cost, to any partner of any domestic limited partnership or any person holding an interest in any

other business entity that is to merge or consolidate; and

     (7) If the surviving or resulting entity is not a domestic limited partnership or corporation

organized under the laws of Rhode Island, a statement that the surviving or resulting other business

entity agrees that it may be served with process in Rhode Island in any action, suit or proceeding

for the enforcement of any obligation of any domestic limited partnership that is to merge or

consolidate, irrevocably appointing the secretary of state as its agent to accept service of process in

the action, suit or proceeding and specifying the address to which a copy of the process is to be

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mailed to it by the secretary of state. In the event of service under this section on the secretary of

state, the procedures set forth in § 7-1.2-503 are applicable, except that the plaintiff in any action,

suit or proceeding shall furnish the secretary of state with the address specified in the certificate of

merger or consolidation provided for in this section and any other address that the plaintiff elects

to furnish, together with copies of the process as required by the secretary of state, and the secretary

of state shall notify the surviving or resulting other business entity at all addresses furnished by the

plaintiff in accordance with the procedures set forth in § 7-1.2-503.

     (d) Any failure to file a certificate of merger or consolidation in connection with a merger

or consolidation pursuant to this section that was effective prior to the effective date of this section

does not affect the validity or effectiveness of the merger or consolidation.

     (e) Unless a future effective date or time is provided in a certificate of merger or

consolidation, in which event a merger or consolidation is effective at that future effective date or

time, a merger or consolidation is effective upon the filing in the office of the secretary of state of

a certificate of merger or consolidation.

     (f) A certificate of merger or consolidation acts as a certificate of cancellation for a

domestic limited partnership that is not the surviving or resulting entity in the merger or

consolidation.

     (g)(1) Notwithstanding anything to the contrary contained in a partnership agreement, a

partnership agreement containing a specific reference to this subsection may provide that an

agreement of merger or consolidation approved in accordance with subsection (b) may:

     (i) Effect any amendment to the partnership agreement; or

     (ii) Effect the adoption of a new partnership agreement for a limited partnership if it is the

surviving or resulting limited partnership in the merger or consolidation.

     (2) Any amendment to a partnership agreement or adoption of a new partnership agreement

made pursuant to the preceding sentence is effective at the effective time or date of the merger or

consolidation. The provisions of this subsection shall not be construed to limit the accomplishment

of a merger or of any of the matters referred to in this section by any other means provided for in a

partnership agreement or other agreement or as otherwise permitted by law, including that the

partnership agreement of any constituent limited partnership to the merger or consolidation

(including a limited partnership formed for the purpose of consummating a merger or

consolidation) is the partnership agreement of the surviving or resulting limited partnership.

     (h) When any merger or consolidation has become effective under this section, for all

purposes of the laws of the state of Rhode Island, all of the rights, privileges and powers of each of

the domestic limited partnerships and other business entities that have merged or consolidated, and

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all property, real, personal, and mixed, and all debts due to any of those domestic limited

partnerships and other business entities, as well as all other things and causes of action belonging

to each of those domestic limited partnerships and other business entities, are vested in the

surviving or resulting domestic limited partnership or other business entity, and are subsequently

the property of the surviving or resulting domestic limited partnership or other business entity as

they were of each of the domestic limited partnerships and other business entities that have merged

or consolidated. The title to any real property vested by deed or otherwise, under the laws of the

state of Rhode Island, in any of those domestic limited partnerships and other business entities,

does not revert or in any way become impaired because of this chapter; but all rights of creditors

and all liens upon any property of the domestic limited partnerships and other business entities are

preserved unimpaired, and all debts, liabilities and duties of each of the domestic limited

partnerships and other business entities that have merged or consolidated subsequently attach to

the surviving or resulting domestic limited partnership or other business entity, and may be

enforced against it to the same extent as if the debts, liabilities and duties had been incurred or

contracted by it. Unless otherwise agreed, a merger or consolidation of a domestic limited

partnership, including a domestic limited partnership that is not the surviving or resulting entity in

the merger or consolidation, does not require the domestic limited partnership to wind up its affairs

under § 7-13-46 or pay its liabilities and distribute its assets under § 7-13-47.

     7-13-69. Filing of returns with the tax administrator -- Annual charge.

     (a) For tax years beginning on or after January 1, 2012, a limited partnership certified under

this chapter shall file a return, in the form and containing the information as prescribed by the tax

administrator, as follows:

     (1) If the fiscal year of the limited partnership is the calendar year, on or before the fifteenth

day of April in the year following the close of the fiscal year; and

     (2) If the fiscal year of the limited partnership is not a calendar year, on or before the

fifteenth day of the fourth month following the close of the fiscal year.

     (b) For tax years beginning after December 31, 2015, a limited partnership certified under

this chapter shall file a return, in the form and containing the information as prescribed by the tax

administrator, and shall be filed on or before the date a federal tax return is due to be filed, without

regard to extension.

     (c) An annual charge, equal to the minimum tax imposed upon a corporation under § 44-

11-2(e), shall be due on the filing of the limited partnership's return filed with the tax administrator

and shall be paid to the division of taxation.

     (d) The annual charge is delinquent if not paid by the due date for the filing of the return

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and an addition of one hundred dollars ($100) to the charge is then due.

     SECTION 2. Title 7 of the General Laws entitled "CORPORATIONS, ASSOCIATIONS,

AND PARTNERSHIPS" is hereby amended by adding thereto the following chapter:

CHAPTER 13.1

UNIFORM LIMITED PARTNERSHIP ACT

PART 1

GENERAL PROVISIONS

     7-13.1-101. Short title.

     This chapter shall be known and may be cited as the "Uniform Limited Partnership Act".

     7-13.1-102. Definitions.

     As used in this chapter:

     (1) "Certificate of limited partnership" means the certificate required by § 7-13.1-201. The

term includes the certificate as amended or restated.

     (2) "Contribution", except in the phrase "right of contribution", means property or a benefit

described in § 7-13.1-501 which is provided by a person to a limited partnership to become a partner

or in the person's capacity as a partner.

     (3) "Debtor in bankruptcy" means a person that is the subject of:

     (i) An order for relief under Title 11 of the United States Code or a comparable order under

a successor statute of general application; or

     (ii) A comparable order under federal, state, or foreign law governing insolvency.

     (4) "Deliver" means either physically transferring a paper document to the secretary of state

or transferring a document to the secretary of state by electronic transmission through a medium

provided and authorized by the secretary of state. "Delivered" and "delivering" have a

corresponding meaning.

     (5) "Distribution" means a transfer of money or other property from a limited partnership

to a person on account of a transferable interest or in the person's capacity as a partner. The term:

     (i) Includes:

     (A) A redemption or other purchase by a limited partnership of a transferable interest; and

     (B) A transfer to a partner in return for the partner's relinquishment of any right to

participate as a partner in the management or conduct of the partnership's activities and affairs or

to have access to records or other information concerning the partnership's activities and affairs;

and

     (ii) Does not include amounts constituting reasonable compensation for present or past

service or payments made in the ordinary course of business under a bona fide retirement plan or

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other bona fide benefits program.

     (6) "Electronic transmission" means any form of communication, not directly involving

the physical transmission of paper that creates a record that may be retained, retrieved, and renewed

by a recipient thereof, and may be directly reproduced in a paper form by such a recipient through

an automated process.

     (7)"Foreign limited liability limited partnership" means a foreign limited partnership

whose general partners have limited liability for the debts, obligations, or other liabilities of the

foreign partnership under a provision similar to § 7-13.1-404(c).

     (8) "Foreign limited partnership" means an unincorporated entity formed under the law of

a jurisdiction other than this state which would be a limited partnership if formed under the law of

this state. The term includes a foreign limited liability limited partnership.

     (9) "General partner" means a person that:

     (i) Has become a general partner under § 7-13.1-401 or was a general partner in a

partnership when the partnership became subject to this chapter under § 7-13.1-112; and

     (ii) Has not dissociated as a general partner under § 7-13.1-603.

     (10) "Jurisdiction", used to refer to a political entity, means the United States, a state, a

foreign country, or a political subdivision of a foreign country.

     (11) "Jurisdiction of formation" means the jurisdiction whose law governs the internal

affairs of an entity.

     (12) "Limited liability limited partnership", except in the phrase "foreign limited liability

limited partnership" and in part 11 of this chapter, means a limited partnership whose certificate of

limited partnership states that the partnership is a limited liability limited partnership.

     (13) "Limited partner" means a person that:

     (i) Has become a limited partner under § 7-13.1-301 or was a limited partner in a limited

partnership when the partnership became subject to this chapter under § 7-13.1-112; and

     (ii) Has not dissociated under § 7-13.1-601.

     (14) "Limited partnership", except in the phrase "foreign limited partnership" and in part

11 of this chapter, means an entity formed under this chapter or which becomes subject to this

chapter under part 11 of this chapter or § 7-13.1-112. The term includes a limited liability limited

partnership.

     (15) "Partner" means a limited partner or general partner.

     (16) "Partnership agreement" means the agreement, whether or not referred to as a

partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all

the partners of a limited partnership concerning the matters described in § 7-13.1-105(a). The term

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includes the agreement as amended or restated.

     (17) "Person" means an individual, business corporation, nonprofit corporation,

partnership, limited partnership, limited liability company, general cooperative association, limited

cooperative association, unincorporated nonprofit association, cooperative housing corporation,

workers' cooperative, producers' cooperative, consumer's cooperative, statutory trust, business

trust, common-law business trust, estate, trust, association, joint venture, public corporation,

government or governmental subdivision, agency, or instrumentality, or any other legal or

commercial entity.

     (18) "Principal office" means the principal executive office of a limited partnership or

foreign limited partnership, whether or not the office is located in this state.

     (19) "Property" means all property, whether real, personal, or mixed or tangible or

intangible, or any right or interest therein.

     (20) "Record", used as a noun, means information that is inscribed on a tangible medium

or that is stored in an electronic or other medium and is retrievable in perceivable form.

     (21) "Registered agent" means an agent of a limited partnership or foreign limited

partnership which is authorized to receive service of any process, notice, or demand required or

permitted by law to be served on the partnership.

     (22) "Registered foreign limited partnership" means a foreign limited partnership that is

registered to do business in this state pursuant to a statement of registration filed by the secretary

of state.

     (23) "Required information" means the information that a limited partnership is required

to maintain under § 7-13.1-108.

     (24) "Sign" means, with present intent to authenticate or adopt a record:

     (i) To execute or adopt a tangible symbol; or

     (ii) To attach to or logically associate with the record an electronic symbol, sound, or

process.

     (25) "Signature" or "execution" means an original signature, facsimile, or an electronically

transmitted signature submitted through a medium provided and authorized by the secretary of

state. "Signed" and "executed" have a corresponding meaning.

     (26) "State" means a state of the United States, the District of Columbia, Puerto Rico, the

United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the

United States.

     (27) "Transfer" includes:

     (i) An assignment;

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     (ii) A conveyance;

     (iii) A sale;

     (iv) A lease;

     (v) An encumbrance, including a mortgage or security interest;

     (vi) A gift; and

     (vii) A transfer by operation of law.

     (28) "Transferable interest" means the right, as initially owned by a person in the person's

capacity as a partner, to receive distributions from a limited partnership, whether or not the person

remains a partner or continues to own any part of the right. The term applies to any fraction of the

interest, by whomever owned.

     (29) "Transferee" means a person to which all or part of a transferable interest has been

transferred, whether or not the transferor is a partner. The term includes a person that owns a

transferable interest under §§ 7-13.1-602(a)(3) or 7-13.1-605(a)(4).

     7-13.1-103. Knowledge; Notice.

     (a) A person knows a fact if the person:

     (1) Has actual knowledge of it; or

     (2) Is deemed to know it under law other than this chapter.

     (b) A person has notice of a fact if the person:

     (1) Has reason to know the fact from all the facts known to the person at the time in