Chapter 068
2012 -- S 2353
Enacted 05/14/12
A N A C T
RELATING TO
CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - LIMITED PARTNERSHIPS
Introduced By: Senators Gallo, and Miller
Date Introduced: February 09, 2012
It is enacted by the General
Assembly as follows:
SECTION 1. Section 7-13-48 of the General Laws in Chapter
7-13 entitled "Limited
Partnerships" is
hereby amended to read as follows:
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, and except as to
foreign limited liability limited 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.
SECTION 2. Chapter 7-13 of the General Laws entitled
"Limited Partnerships" is hereby
amended by adding thereto the following section:
7-13-52.1. Foreign
Application for Transfer of Authority. – (a) A duly authorized
foreign limited partnership in the state of
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 section 7-13-11;
(2) An application
for authority to transact business in the state of
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 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
resulting entity.
SECTION 3. This act shall take effect upon passage.
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LC01171
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