law22122

Chapter 122

2022 -- S 2812
Enacted 06/21/2022

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

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repealed in its entirety.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.

(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

"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:

(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

(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

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.

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.

(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

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.

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;

(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.

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

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.

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,

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.

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

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

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

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

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.

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

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,

(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

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

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

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.

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

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

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.

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.

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

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

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.

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.

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

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

($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

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

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.

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

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.

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

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

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.

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

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

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

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;

(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

question; or

(2) Is deemed to have notice of the fact under subsections subsection (c) or (d) of this

section.

that the partnership is a limited partnership and the persons designated in the certificate as general

partners are general partners. Except as otherwise provided in subsection (d) of this section, the

certificate is not notice of any other fact.

(d) A person not a partner is deemed to have notice of:

(1) A person's dissociation as a general partner ninety (90) days after an amendment to the

certificate of limited partnership which states that the other person has dissociated becomes

effective or ninety (90) days after a statement of dissociation pertaining to the other person becomes

effective, whichever occurs first;

(2) A limited partnership's:

(i) Dissolution ninety (90) days after an amendment to the certificate of limited partnership

stating that the limited partnership is dissolved becomes effective;

(ii) Termination ninety (90) days after a statement of termination under § 7-13.1-

802(b)(2)(vi) becomes effective; and

(iii) Participation in a merger, interest exchange, conversion, or domestication, ninety (90)

days after articles of merger, interest exchange, conversion, or domestication under part 11 of this

chapter become effective.

(e) Subject to § 7-13.1-210(f), a person notifies another person of a fact by taking steps

reasonably required to inform the other person in ordinary course, whether or not those steps cause

the other person to know the fact.

(f) A general partner's knowledge or notice of a fact relating to the limited partnership is

effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on

the partnership committed by or with the consent of the general partner. A limited partner's

knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice

to the partnership.

7-13.1-104. Governing law.

The law of this state governs:

(1) The internal affairs of a limited partnership; and

(2) The liability of a partner as partner for a debt, obligation, or other liability of a limited

partnership.

7-13.1-105. Partnership agreement; Scope, function, and limitations.

(a) Except as otherwise provided in subsections (c) and (d) of this section, the partnership

agreement governs:

(1) Relations among the partners as partners and between the partners and the limited

partnership;

(2) The activities and affairs of the partnership and the conduct of those activities and

affairs; and

(3) The means and conditions for amending the partnership agreement.

(b) To the extent the partnership agreement does not provide for a matter described in

subsection (a) of this section, this chapter governs the matter.

(1) Vary the law applicable under § 7-13.1-104;

(2) Vary a limited partnership's capacity under § 7-13.1-111 to sue and be sued in its own

name;

(3) Vary any requirement, procedure, or other provision of this chapter pertaining to:

(i) Registered agents; or

(ii) The secretary of state, including provisions pertaining to records authorized or required

to be delivered to the secretary of state for filing under this chapter;

(4) Vary the provisions of § 7-13.1-204;

(5) Vary the right of a general partner under § 7-13.1-406(b)(2) to vote on or consent to an

amendment to the certificate of limited partnership which deletes a statement that the limited

partnership is a limited liability limited partnership;

(6) Alter or eliminate the duty of loyalty or the duty of care except as otherwise provided

in subsection (d) of this section;

(7) Eliminate the contractual obligation of good faith and fair dealing under §§ 7-13.1-

305(a) and 7-13.1-409(d), but the partnership agreement may prescribe the standards, if not

manifestly unreasonable, by which the performance of the obligation is to be measured;

(8) Relieve or exonerate a person from liability for conduct involving bad faith, willful or

intentional misconduct, or knowing violation of law;

(9) Vary the information required under § 7-13.1-108 or unreasonably restrict the duties

and rights under §§ 7-13.1-304 or 7-13.1-407, but the partnership agreement may impose

reasonable restrictions on the availability and use of information obtained under those sections and

may define appropriate remedies, including liquidated damages, for a breach of any reasonable

restriction on use;

(10) Vary the grounds for expulsion specified in § 7-13.1-603(5)(ii);

(11) Vary the power of a person to dissociate as a general partner under § 7-13.1-604(a),

except to require that the notice under § 7-13.1-603(1) be in a record;

(12) Vary the causes of dissolution specified in § 7-13.1-801(a)(6);

(13) Vary the requirement to wind up the partnership's activities and affairs as specified in

§§ 7-13.1-802(a), 7-13.1-802 (b)(1), and 7-13.1-802(d);

(14) Unreasonably restrict the right of a partner to maintain an action under part 9 of this

chapter;

(15) Vary the provisions of § 7-13.1-905, but the partnership agreement may provide that

the partnership may not have a special litigation committee;

(16) Vary the right of a partner to approve a merger, interest exchange, conversion, or

domestication under §§ 7-13.1-11.23(a)(2) 7-13.1-1123(a)(2), 7-13.1-11.33(a)(2) 7-13.1-

1133(a)(2), 7-13.1-11.43(a)(2) 7-13.1-1143(a)(2), or 7-13.1-11.53(a)(2) 7-13.1-1153(a)(2);

(17) Vary the required contents of a plan of merger under § 7-13.1-11.22(a) 7-13.1-

1122(a), plan of interest exchange under § 7-13.1-11.32(a) 7-13.1-1132(a), plan of conversion

under § 7-13.1-11.42(a) 7-13.1-1142(a), or plan of domestication under § 7-13.1-11.52(a) 7-13.1-

1152(a); or

(18) Except as otherwise provided in §§ 7-13.1-106 and 7-13.1-107(b), restrict the rights

under this chapter of a person other than a partner.

(d) Subject to subsection (c)(8) of this section, without limiting other terms that may be

included in a partnership agreement, the following rules apply:

(1) The partnership agreement may:

(i) Specify the method by which a specific act or transaction that would otherwise violate

the duty of loyalty may be authorized or ratified by one or more disinterested and independent

persons after full disclosure of all material facts; and

(ii) Alter the prohibition in § 7-13.1-504(a)(2) so that the prohibition requires only that the

partnership's total assets not be less than the sum of its total liabilities.

(2) If not manifestly unreasonable, the partnership agreement may:

(i) Alter or eliminate the aspects of the duty of loyalty stated in § 7-13.1-409(b);

(ii) Identify specific types or categories of activities that do not violate the duty of loyalty;

(iii) Alter the duty of care, but may not authorize conduct involving bad faith, willful or

intentional misconduct, or knowing violation of law; and

(iv) Alter or eliminate any other fiduciary duty.

(e) The superior court shall decide as a matter of law whether a term of a partnership

agreement is manifestly unreasonable under subsection (c)(7) or (d)(2) of this section. The superior

court:

(1) Shall make its determination as of the time the challenged term became part of the

partnership agreement and by considering only circumstances existing at that time; and

(2) May invalidate the term only if, in light of the purposes, activities, and affairs of the

limited partnership, it is readily apparent that:

(i) The objective of the term is unreasonable; or

(ii) The term is an unreasonable means to achieve its objective.

7-13.1-106. Partnership agreement -- Effect on limited partnership and person

becoming partner -- Preformation agreement.

(a) A limited partnership is bound by and may enforce the partnership agreement, whether

or not the partnership has itself manifested assent to the agreement.

(b) A person that becomes a partner is deemed to assent to the partnership agreement.

may make an agreement providing that upon the formation of the partnership the agreement will

become the partnership agreement.

7-13.1-107. Partnership agreement -- Effect on third parties and relationship to

records effective on behalf of limited partnership.

(a) A partnership agreement may specify that its amendment requires the approval of a

person that is not a party to the agreement or the satisfaction of a condition. An amendment is

ineffective if its adoption does not include the required approval or satisfy the specified condition.

(b) The obligations of a limited partnership and its partners to a person in the person's

capacity as a transferee or person dissociated as a partner are governed by the partnership

agreement. Subject only to a court order issued under § 7-13.1-703(b)(2) to effectuate a charging

order, an amendment to the partnership agreement made after a person becomes a transferee or is

dissociated as a partner:

(1) Is effective with regard to any debt, obligation, or other liability of the partnership or

its partners to the person in the person's capacity as a transferee or person dissociated as a partner;

and

(2) Is not effective to the extent the amendment imposes a new debt, obligation, or other

liability on the transferee or person dissociated as a partner.

effective and contains a provision that would be ineffective under § 7-13.1-105(c) or 7-13.1-

105(d)(2) if contained in the partnership agreement, the provision is ineffective in the record.

(d) Subject to subsection (c) of this section, if a record delivered by a limited partnership

to the secretary of state for filing becomes effective and conflicts with a provision of the partnership

agreement:

(1) The agreement prevails as to partners, persons dissociated as partners, and transferees;

and

(2) The record prevails as to other persons to the extent they reasonably rely on the record.

7-13.1-108. Required information.

A limited partnership shall maintain at its principal office the following information:

(1) A current list showing the full name and last known street and mailing address of each

partner, separately identifying the general partners, in alphabetical order, and the limited partners,

in alphabetical order;

(2) A copy of the initial certificate of limited partnership and all amendments to and

restatements of the certificate, together with signed copies of any powers of attorney under which

any certificate, amendment, or restatement has been signed;

(3) A copy of any filed articles of merger, interest exchange, conversion, or domestication;

(4) A copy of the partnership's federal, state, and local income tax returns and reports, if

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

(5) A copy of any partnership agreement made in a record and any amendment made in a

record to any partnership agreement;

(6) A copy of any financial statement of the partnership for the three (3) most recent years;

(7) A copy of the three (3) most recent annual reports delivered by the partnership to the

secretary of state pursuant to § 7-13.1-212;

(8) A copy of any record made by the partnership during the past three (3) years of any

consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement;

and

(9) Unless contained in a partnership agreement made in a record, a record stating:

(i) A description and statement of the agreed value of contributions other than money made

and agreed to be made by each partner;

(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) For any person that is both a general partner and a limited partner, a specification of

what transferable interest the person owns in each capacity; and

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

activities and affairs wound up.

7-13.1-109. Dual capacity.

A person may be both a general partner and a limited partner. A person that is both a general

and limited partner has the rights, powers, duties, and obligations provided by this chapter and the

partnership agreement in each of those capacities. When the person acts as a general partner, the

person is subject to the obligations, duties, and restrictions under this chapter and the partnership

agreement for general partners. When the person acts as a limited partner, the person is subject to

the obligations, duties, and restrictions under this chapter and the partnership agreement for limited

partners.

7-13.1-110. Nature, purpose, and duration of limited partnership.

(a) A limited partnership is an entity distinct from its partners. A limited partnership is the

same entity regardless of whether its certificate states that the limited partnership is a limited

liability limited partnership.

(b) A limited partnership may have any lawful purpose, regardless of whether for profit.

7-13.1-111. Powers.

A limited partnership has the capacity to sue and be sued in the name of the partnership

and the power to do all things necessary or convenient to carry on the partnership's activities and

affairs.

7-13.1-112. Application to existing relationships -- Effect of repeal of prior acts.

(a) Before one year after the effective date of this chapter, this chapter governs only:

(1) A limited partnership formed on or after the effective date of this chapter; and

(2) Except as otherwise provided in subsections (c) and (d) of this section, a limited

partnership formed before the effective date of this chapter which elects, in the manner provided in

its partnership agreement or by law for amending the partnership agreement, to be subject to this

chapter.

(b) Except as otherwise provided in subsections (c) and (d) of this section, on and after one

year after the effective date of this chapter, this chapter governs all limited partnerships.

the following rules apply except as the partners otherwise elect in the manner provided in the

partnership agreement or by law for amending the partnership agreement:

(1) Section 7-13.1-110(c) does not apply and the limited partnership has whatever duration

it had under the law applicable immediately before the effective date of this chapter.

(2) The limited partnership is not required to amend its certificate of limited partnership to

comply with § 7-13.1-201(b)(5).

(3) Sections 7-13.1-601 and 7-13.1-602 do not apply and a limited partner has the same

right and power to dissociate from the limited partnership, with the same consequences, as existed

immediately before the effective date of this chapter.

(4) Section 7-13.1-603(4) does not apply.

(5) Section 7-13.1-603(5) does not apply and a court has the same power to expel a general

partner as the court had immediately before the effective date of this chapter.

(6) Section 7-13.1-801(a)(3) does not apply and the connection between a person's

dissociation as a general partner and the dissolution of the limited partnership is the same as existed

immediately before the effective date of this chapter.

(d) With respect to a limited partnership that elects pursuant to subsection (a)(2) of this

section to be subject to this chapter, after the election takes effect the provisions of this chapter

relating to the liability of the limited partnership's general partners to third parties apply:

(1) Before one year after the effective date, to:

(i) A third party that had not done business with the limited partnership in the year before

the election took effect; and

(ii) A third party that had done business with the limited partnership in the year before the

election took effect only if the third party knows or has been notified of the election; and

(2) On and after one year after the effective date of this chapter, to all third parties, but

those provisions remain inapplicable to any obligation incurred while those provisions were

inapplicable under subsection (d)(1)(ii) of this section.

7-13.1-113. Supplemental principles of law.

Unless displaced by particular provisions of this chapter, the principles of law and equity

supplement this chapter.

7-13.1-114. Permitted names.

(a) The name of a limited partnership may contain the name of any partner.

(b) The name of a limited partnership that is not a limited liability limited partnership must

contain the phrase "limited partnership" or the abbreviation "LP" or "L.P." and may not contain the

phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.".

liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the

abbreviation "LP" or "L.P.".

(d) The name of a limited partnership, and the name under which a foreign limited

partnership may register to do business in this state, must be distinguishable on the records of the

secretary of state from any name of an existing person whose formation or qualification required

the filing of a record by the secretary of state or any name that is filed, reserved, or registered under

this chapter or as permitted by the laws of this state, subject to the following:

(1) 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

(2) The name may be the same as the name of an existing person, 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.

(e) 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.

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

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

7-13.1-114.1. Fictitious business name.

(a) 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 section prior to the time it

commences to conduct business under the fictitious name.

(b) 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 at least one general partner 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:

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

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

state and date of its formation.

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

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

limited partnership.

(d) The statement of abandonment of use of a fictitious business name under this section

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

subsection (b) of this section, and shall state:

(1) The fictitious business name being abandoned;

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

filed; and

(3) The information presented in subsection (b)(2) of this section.

(e) 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.

(f) 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 an existing person

whose formation or qualification required the filing of a record by the secretary of 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:

(1) 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

(2) The name may be the same as the name of an existing person, 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.

(g) 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.

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

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

7-13.1-115. Reservation of name.

(a) A person may reserve the exclusive use of a name that complies with § 7-13.1-114 by

delivering an application to the secretary of state for filing. The application must state the name

and address of the applicant and the name to be reserved. If the secretary of state finds that the

name is available, the secretary of state shall reserve the name for the applicant's exclusive use for

one hundred twenty (120) days.

(b) The owner of a reserved name may transfer the reservation to another person by

delivering to the secretary of state a signed notice in a record of the transfer which states the name

and address of the person to which the reservation is being transferred.

7-13.1-116. Registration of name.

(a) A foreign limited partnership not registered to do business in this state under part 10 of

this chapter may register its name, or an alternate name adopted pursuant to § 7-13.1-1006, if the

name is distinguishable on the records of the secretary of state from the names that are not available

under § 7-13.1-114.

(b) To register its name or an alternate name adopted pursuant to § 7-13.1-1006, a foreign

limited partnership must deliver to the secretary of state for filing an application stating the

partnership's name, the jurisdiction and date of its formation, and any alternate name adopted

pursuant to § 7-13.1-1006. If the secretary of state finds that the name applied for is available, the

secretary of state shall register the name for the applicant's exclusive use.

registration.

(d) A foreign limited partnership whose name registration is effective may renew the

registration for successive one-year periods by delivering, not earlier than three (3) months before

the expiration of the registration, to the secretary of state for filing a renewal application that

complies with this section. When filed, the renewal application renews the registration for a

succeeding one-year period.

(e) A foreign limited partnership whose name registration is effective may register as a

foreign limited partnership under the registered name or consent in a signed record to the use of

that name by another person that is not an individual.

7-13.1-117. Registered agent.

(a) Each limited partnership and each registered foreign limited partnership shall designate

and maintain a registered agent in this state. The designation of a registered agent is an affirmation

of fact by the limited partnership or registered foreign limited partnership that the agent has

consented to serve.

(b) A registered agent for a limited partnership or registered foreign limited partnership

must be an existing person and have a place of business in this state.

chapter are:

(1) To forward to the limited partnership or registered foreign limited partnership at the

address most recently supplied to the agent by the partnership or foreign partnership any process,

notice, or demand pertaining to the partnership or foreign partnership which is served on or received

by the agent;

(2) If the registered agent resigns, to provide the notice required by § 7-13.1-119(c) to the

partnership or foreign partnership at the address most recently supplied to the agent by the

partnership or foreign partnership; and

(3) To keep current the information with respect to the agent in the records of the secretary

of state.

7-13.1-118. Change of registered agent or address for registered agent by limited

partnership.

(a) A limited partnership or registered foreign limited partnership may change its registered

agent or the address of its registered agent by delivering to the secretary of state for filing a

statement of change that states:

(1) The name of the partnership or foreign partnership; and

(2) The information that is to be in effect as a result of the filing of the statement of change.

(b) The general or limited partners of a limited partnership need not approve the delivery

to the secretary of state for filing of:

(1) A statement of change under this section; or

(2) A similar filing changing the registered agent or registered office, if any, of the

partnership in any other jurisdiction.

affirmation of fact by the limited partnership or registered foreign limited partnership that the agent

has consented to serve.

(d) Any person who designates a registered agent without the registered agent's authority

is guilty of a misdemeanor and, upon conviction, may be punished by a fine of not more than one

thousand dollars ($1,000) or by imprisonment of not more than one year, or both.

7-13.1-119. Resignation of registered agent.

(a) A registered agent may resign as an agent for a limited partnership or registered foreign

limited partnership by delivering to the secretary of state for filing a statement of resignation that

states:

(1) The name of the partnership or foreign partnership;

(2) The name of the agent;

(3) That the agent resigns from serving as registered agent for the partnership or foreign

partnership; and

(4) The address of the partnership or foreign partnership to which the secretary of state will

send the notice required by subsection (c) of this section.

(b) A statement of resignation takes effect on the earlier of:

(1) The thirty-first day after the day on which it is filed by the secretary of state; or

(2) The designation of a new registered agent for the limited partnership or registered

foreign limited partnership.

limited partnership notice in a record of the date on which a statement of resignation was filed.

(d) When a statement of resignation takes effect, the registered agent ceases to have

responsibility under this chapter for any matter thereafter tendered to it as agent for the limited

partnership or registered foreign limited partnership. The resignation does not affect any contractual

rights the partnership or foreign partnership has against the agent or that the agent has against the

partnership or foreign partnership.

(e) A registered agent may resign with respect to a limited partnership or registered foreign

limited partnership whether or not the partnership or foreign partnership is in good standing.

7-13.1-120. Change of name or address by registered agent.

(a) If a registered agent changes its name or address, the agent may deliver to the secretary

of state for filing a statement of change that states:

(1) The name of the limited partnership or registered foreign limited partnership

represented by the registered agent;

(2) The name of the agent as currently shown in the records of the secretary of state for the

partnership or foreign partnership;

(3) If the name of the agent has changed, its new name; and

(4) If the address of the agent has changed, its new address.

(b) A registered agent promptly shall furnish notice to the represented limited partnership

or registered foreign limited partnership of the filing by the secretary of state of the statement of

change and the changes made by the statement.

7-13.1-121. Service of process, notice, or demand.

(a) A limited partnership or registered foreign limited partnership may be served with any

process, notice, or demand required or permitted by law by serving its registered agent.

(b) If a limited partnership or registered foreign limited partnership fails to appoint or

maintain a registered agent in this state, or whenever its registered agent cannot with reasonable

diligence be found at the registered office, then the secretary of state is an agent of the corporation

upon whom any process, notice, or demand may be served. Service on the secretary of state of any

process, notice, or demand is made by delivering to and leaving with the secretary of state or with

any clerk having charge of the corporation department of the office, duplicate copies of the process,

notice, or demand. In the event any process, notice, or demand is served on the secretary of state,

the secretary of state shall immediately forward one of the copies by certified mail, addressed to

the corporation at its registered office. Any service upon the secretary of state is returnable in not

less than thirty (30) days.

of the plaintiff and defendant, the title, docket number and nature of the proceeding in which

process has been served upon the secretary of state, the fact that service has been effected pursuant

to this section, the return date thereof, and the day and hour when the service was made. The

secretary of state shall not be required to retain such information for a period longer than five (5)

years from receipt of the service of process.

(d) Service of process, notice, or demand on a registered agent must be in a written record.

(e) Service of process, notice, or demand may be made by other means under law other

than this chapter.

7-13.1-122. Delivery of record.

(a) Except as otherwise provided in this chapter, permissible means of delivery of a record

include delivery by hand, mail, conventional commercial practice, and electronic transmission.

(b) Delivery to the secretary of state is effective only when a record is received by the

secretary of state.

7-13.1-123. 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 correction to a certificate of limited partnership, fifty dollars

($50.00);

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

($10.00);

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

(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 withdrawal of registration as a foreign limited partnership,

twenty-five dollars ($25.00);

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

partnership, except an annual report, ten dollars ($10.00);

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

($50.00);

(12) An annual report of a domestic or foreign limited partnership, fifty dollars ($50.00);

(13) To withdraw the certificate of revocation of a limited partnership, whether domestic

or foreign, a penalty in the amount of fifty dollars ($50.00) for each year or part of the year that has

elapsed since the issuance of the certificate of revocation;

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

(15) For issuing a certificate of fact, thirty dollars ($30.00);

(16) 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; and

(17) 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.

7-13.1-124. Reservation of power to amend or repeal.

The general assembly of this state has power to amend or repeal all or part of this chapter

at any time, and all limited partnerships and foreign limited partnerships subject to this chapter are

governed by the amendment or repeal.

PART 2

FORMATION -- CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER

FILINGS

7-13.1-201. Formation of limited partnership -- Certificate of limited partnership.

(a) To form a limited partnership, a person must deliver a certificate of limited partnership

to the secretary of state for filing.

(b) A certificate of limited partnership must state:

(1) The name of the limited partnership, which must comply with § 7-13.1-114;

(2) The address of the partnership's principal office;

(3) The name and street address in this state of the partnership's registered agent;

(4) The name and address of each general partner; and

(5) Whether the limited partnership is a limited liability limited partnership.

required by subsection (b) of this section, but may not vary or otherwise affect the provisions

specified in §§ 7-13.1-105(c) and 7-13.1-105(d) in a manner inconsistent with that section.

(d) A limited partnership is formed when:

(1) The certificate of limited partnership becomes effective;

(2) At least two (2) persons have become partners;

(3) At least one person has become a general partner; and

(4) At least one person has become a limited partner.

7-13.1-202. Amendment or restatement of certificate of limited partnership.

(a) A certificate of limited partnership may be amended or restated at any time.

(b) To amend its certificate of limited partnership, a limited partnership must deliver to the

secretary of state for filing an amendment stating:

(1) The name of the partnership;

(2) The date of filing of its initial certificate; and

(3) The text of the amendment.

secretary of state for filing a restatement, designated as such in its heading.

(d) A limited partnership shall promptly deliver to the secretary of state for filing an

amendment to a certificate of limited partnership to reflect:

(1) The admission of a new general partner;

(2) The dissociation of a person as a general partner; or

(3) The appointment of a person to wind up the limited partnership's activities and affairs

under §§ 7-13.1-802(c) or 7-13.1-802 (d).

(e) If a general partner knows that any information in a filed certificate of limited

partnership was inaccurate when the certificate was filed or has become inaccurate due to changed

circumstances, the general partner shall promptly:

(1) Cause the certificate to be amended; or

(2) If appropriate, deliver to the secretary of state for filing a statement of change under §

7-13.1-118 or a statement of correction under § 7-13.1-209.

7-13.1-203. Signing of records to be delivered for filing to secretary of state.

(a) A record delivered to the secretary of state for filing pursuant to this chapter must be

signed as follows:

(1) An initial certificate of limited partnership must be signed by all general partners listed

in the certificate.

(2) An amendment to the certificate of limited partnership adding or deleting a statement

that the limited partnership is a limited liability limited partnership must be signed by all general

partners listed in the certificate.

(3) An amendment to the certificate of limited partnership designating as general partner a

person admitted under § 7-13.1-801(a)(3)(ii) following the dissociation of a limited partnership's

last general partner must be signed by that person.

(4) An amendment to the certificate of limited partnership required by § 7-13.1-802(c)

following the appointment of a person to wind up the dissolved limited partnership's activities and

affairs must be signed by that person.

(5) Any other amendment to the certificate of limited partnership must be signed by:

(i) At least one general partner listed in the certificate;

(ii) Each person designated in the amendment as a new general partner; and

(iii) Each person that the amendment indicates has dissociated as a general partner, unless:

(A) The person is deceased or a guardian or general conservator has been appointed for the

person and the amendment so states; or

(B) The person has previously delivered to the secretary of state for filing a statement of

dissociation.

(6) A restated certificate of limited partnership must be signed by at least one general

partner listed in the certificate, and, to the extent the restated certificate effects a change under any

other subsection of this section, the certificate must be signed in a manner that satisfies that

subsection.

(7) A statement of termination must be signed by all general partners listed in the certificate

of limited partnership or, if the certificate of a dissolved limited partnership lists no general

partners, by the person appointed pursuant to §§ 7-13.1-802(c) or 7-13.1-802(d) to wind up the

dissolved limited partnership's activities and affairs.

(8) Any other record delivered by a limited partnership to the secretary of state for filing

must be signed by at least one general partner listed in the certificate of limited partnership.

(9) A statement by a person pursuant to § 7-13.1-605(a)(3) stating that the person has

dissociated as a general partner must be signed by that person.

(10) A statement of negation by a person pursuant to § 7-13.1-306 must be signed by that

person.

(11) Any other record delivered on behalf of a person to the secretary of state for filing

must be signed by that person.

(b) Any record delivered for filing under this chapter may be signed by an agent. Whenever

this chapter requires a particular individual to sign a record and the individual is deceased or

incompetent, the record may be signed by a legal representative of the individual.

that the person is authorized to sign the record.

7-13.1-204. Signing and filing pursuant to judicial order.

(a) If a person required by this chapter to sign a record or deliver a record to the secretary

of state for filing under this chapter does not do so, any other person that is aggrieved may petition

the superior court to order:

(1) The person to sign the record;

(2) The person to deliver the record to the secretary of state for filing; or

(3) The secretary of state to file the record unsigned.

(b) If a petitioner under subsection (a) of this section is not the limited partnership or

foreign limited partnership to which the record pertains, the petitioner shall make the partnership

or foreign partnership a party to the action.

7-13.1-205. Liability for inaccurate information in filed record.

(a) If a record delivered to the secretary of state for filing under this chapter and filed by

the secretary of state contains inaccurate information, a person that suffers loss by reliance on the

information may recover damages for the loss from:

(1) A person that signed the record, or caused another to sign it on the person's behalf, and

knew the information to be inaccurate at the time the record was signed; and

(2) A general partner if:

(i) The record was delivered for filing on behalf of the partnership; and

(ii) The general partner knew or had notice of the inaccuracy for a reasonably sufficient

time before the information was relied upon so that, before the reliance, the general partner

reasonably could have:

(A) Effected an amendment under § 7-13.1-202;

(B) Filed a petition under § 7-13.1-204; or

or a statement of correction under § 7-13.1-209.

(b) An individual who signs a record authorized or required to be filed under this chapter

affirms under penalty of perjury that the information stated in the record is accurate.

7-13.1-206. Filing requirements.

(a) To be filed by the secretary of state pursuant to this chapter, a record must be received

by the secretary of state, must comply with this chapter, and satisfy the following:

(1) The filing of the record must be required or permitted by this chapter.

(2) The record must be physically delivered in written form unless and to the extent the

secretary of state permits electronic delivery of records.

(3) The words in the record must be in English, and numbers must be in Arabic or Roman

numerals, but the name of an entity need not be in English if written in English letters or Arabic or

Roman numerals.

(4) The record must be signed under pains and penalties of perjury by a person authorized

or required under this chapter to sign the record.

(5) The record must state the name and capacity, if any, of each individual who signed it,

either on behalf of the individual or the person authorized or required to sign the record, but need

not contain a seal, attestation, acknowledgment, or verification.

(b) If law other than this chapter prohibits the disclosure by the secretary of state of

information contained in a record delivered to the secretary of state for filing, the secretary of state

shall file the record if the record otherwise complies with this chapter but may redact the

information.

this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other

than this chapter must be paid in a manner permitted by the secretary of state or by that law.

(d) The secretary of state may require that a record delivered in written form be

accompanied by an identical or conformed copy.

(e) The secretary of state may provide forms for filings required or permitted to be made

by this chapter, but, except as otherwise provided in subsection (f) of this section and § 7-13.1-22,

their use is not required.

(f) The secretary of state may require that a cover sheet for a filing be on a form prescribed

by the secretary of state.

7-13.1-207. Effective date and time.

Except as otherwise provided in § 7-13.1-208 and subject to § 7-13.1-209(d), a record filed

under this chapter is effective:

(1) On the date and at the time of its filing by the secretary of state, as provided in § 7-

13.1-210(b);

(2) On the date of filing and at the time specified in the record as its effective time, if later

than the time under subsection (1) of this section;

(3) At a specified delayed effective date and time, which may not be more than ninety (90)

days after the date of filing; or

(4) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the

date specified, which may not be more than ninety (90) days after the date of filing.

7-13.1-208. Withdrawal of filed record before effectiveness.

(a) Except as otherwise provided in §§ 7-13.1-11.24, 7-13.1-11.34, 7-13.1-11.44, and 7-

13.1-11.54, a record delivered to the secretary of state for filing may be withdrawn before it takes

effect by delivering to the secretary of state for filing a statement of withdrawal.

(b) A statement of withdrawal must:

(1) Be signed by each person that signed the record being withdrawn, except as otherwise

agreed by those persons;

(2) Identify the record to be withdrawn; and

(3) If signed by fewer than all the persons that signed the record being withdrawn, state

that the record is withdrawn in accordance with the agreement of all the persons that signed the

record.

evidenced by the original record does not take effect.

7-13.1-209. Correcting filed record.

(a) A person on whose behalf a filed record was delivered to the secretary of state for filing

may correct the record if:

(1) The record at the time of filing was inaccurate;

(2) The record was defectively signed; or

(3) The electronic transmission of the record to the secretary of state was defective.

(b) To correct a filed record, a person on whose behalf the record was delivered to the

secretary of state must deliver to the secretary of state for filing a statement of correction.

(1) May not state a delayed effective date;

(2) Must be signed by the person correcting the filed record;

(3) Must identify the filed record to be corrected;

(4) Must specify the inaccuracy or defect to be corrected; and

(5) Must correct the inaccuracy or defect.

(d) A statement of correction is effective as of the effective date of the filed record that it

corrects except for purposes of § 7-13.1-103(d) and as to persons relying on the uncorrected filed

record and adversely affected by the correction. For those purposes and as to those persons, the

statement of correction is effective when filed.

7-13.1-210. Duty of secretary of state to file -- Review of refusal to file -- Delivery of

record by secretary of state.

(a) The secretary of state shall file a record delivered to the secretary of state for filing

which satisfies this chapter. The duty of the secretary of state under this section is ministerial.

(b) When the secretary of state files a record, the secretary of state shall record it as filed

on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver

to the person that submitted the record a copy of the record with an acknowledgment of the date

and time of filing.

fifteen (15) business days after the record is delivered:

(1) Return the record or notify the person that submitted the record of the refusal; and

(2) Provide a brief explanation in a record of the reason for the refusal.

(d) If the secretary of state refuses to file a record, the person that submitted the record may

petition the superior court to compel filing of the record. The record and the explanation of the

secretary of state of the refusal to file must be attached to the petition. The court may decide the

matter in a summary proceeding.

(e) The filing of or refusal to file a record does not:

(1) Affect the validity or invalidity of the record in whole or in part; or

(2) Create a presumption that the information contained in the record is correct or incorrect.

(f) Except as otherwise provided by § 7-13.1-121 or by law other than this chapter, the

secretary of state may deliver any record to a person by delivering it:

(1) In person to the person that submitted it;

(2) To the address of the person's registered agent;

(3) To the principal office of the person;

(4) To an electronic address the person provides to the secretary of state for delivery; or

(5) By providing, at no cost to the filer, access to a downloadable copy of the record from

the secretary of state's online corporate database.

(g) Notwithstanding that any instrument authorized to be filed with the secretary of state

under this chapter is when filed inaccurately, defectively or erroneously executed, sealed or

acknowledged , or otherwise defective in any respect, the secretary of state has no liability to any

individual for the preclearance for filing, the acceptance for filing or the filing and indexing of such

instrument by the secretary of state.

7-13.1-211. Certificate of good standing or registration.

On request of any person, the secretary of state shall issue a certificate of good standing

for a limited partnership or a certificate of registration for a registered foreign limited partnership.

The format of the certificate will be prescribed by the secretary of state.

7-13.1-212. Annual report for secretary of state.

(a) A limited partnership or registered foreign limited partnership shall deliver to the

secretary of state for filing an annual report that states:

(1) The name of the partnership or foreign partnership;

(2) The addresses of its principal office;

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

(4) In the case of a foreign partnership, its jurisdiction of formation and any alternate name

adopted under § 7-13.1-1006(a);

(5) A brief statement of the character of the business in which the limited partnership is

actually engaged in this state; and

(6) Any additional information that is required by the secretary of state.

(b) The annual report must be made on forms prescribed and furnished by the secretary of

state, and the information in the annual report must be current as of the date the report is signed by

the limited partnership or registered foreign limited partnership.

1 and before May 1 of the year following the calendar year in which the limited partnership’s

certificate of limited partnership became effective or the registered foreign limited partnership

registered to do business in this state. Subsequent annual reports must be delivered to the secretary

of state for filing after February 1 and before May 1 of each calendar year thereafter. Proof to the

satisfaction of the secretary of state that prior to May 1 the report was deposited in the United States

mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be a compliance

with this requirement.

(d) If the secretary of state finds that the annual report conforms to the requirements of

this chapter, the secretary of state shall file the report. If an annual report does not contain the

information required by this section, the secretary of state promptly shall notify the reporting

limited partnership or registered foreign limited partnership in a record and return the report for

correction, in which event the penalties subsequently prescribed for failure to file the report within

the time previously provided do not apply if the report is corrected to conform to the requirements

of this chapter and returned to the secretary of state within thirty (30) days from the date on which

it was mailed to the corporation by the secretary of state.

(e) Each limited partnership, domestic or foreign, that fails or refuses to file its annual

report for any year within thirty (30) days after the time prescribed by this chapter is subject to a

penalty of twenty-five dollars ($25.00) per year.

7-13.1-213. Filing of returns with the tax administrator – Annual charge.

(a) 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, 2022, 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.

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

and an addition of one hundred dollars ($100) to the charge is then due.

7-13.1-214. Confirmation of state fees and taxes.

(a) Notwithstanding any other provisions of state law to the contrary, when any section of

this chapter refers to state fees and/or taxes paid, the division of taxation is authorized to respond

and share tax information with the secretary of state’s office in response to a request from that

office regarding an entity’s tax status as compliant or noncompliant.

(b) If the secretary of state’s office receives notice from the division of taxation that the

limited liability company has failed to pay any fees or taxes due this state, the secretary of state

shall begin revocation proceedings in accordance with the provisions of § 7-13.1-811.

to pay state fees and/or taxes to the division of taxation. However, the secretary of state’s office

must otherwise protect all state and federal tax information in its custody as required by § 7-13.1-

215 and refrain from disclosing any other specific tax information.

7-13.1-215. Revocation of certificate of limited partnership or certificate of

registration for nonpayment of fee.

(a) The tax administrator may, after July 15 of each year, compile a list of all limited

partnerships that have failed to pay any state fees and/or taxes for one year after the fees and/or

taxes became due and payable, and the failure is not the subject of a pending appeal. The tax

administrator shall certify to the correctness of the list. Upon receipt of the certified list, the

secretary of state may initiate revocation proceedings as defined in § 7-13.1-811.

(b) With respect to any information provided by the division of taxation to the secretary of

state’s office pursuant to this chapter, the secretary of state, together with the employees or agents

thereof, shall be subject to all state and federal tax confidentiality laws applying to the division of

taxation and the officers, agents, and employees thereof, and which restrict the acquisition, use,

storage, dissemination, or publication of confidential taxpayer data.

revocation that the taxpayer has failed to pay state fees and/or taxes to the division of taxation.

However, the secretary of state’s office must otherwise protect all state and federal tax information

in its custody as required by subsection (b) of this section and refrain from disclosing any other

specific tax information.

PART 3

LIMITED PARTNERS

7-13.1-301. Becoming limited partner.

(a) Upon formation of a limited partnership, a person becomes a limited partner as agreed

among the persons that are to be the initial partners.

(b) After formation, a person becomes a limited partner:

(1) As provided in the partnership agreement;

(2) As the result of a transaction effective under part 11 of this chapter;

(3) With the affirmative vote or consent of all the partners; or

(4) As provided in §§ 7-13.1-801(a)(4) or 7-13.1-801(a)(5).

(1) Acquiring a transferable interest; or

(2) Making or being obligated to make a contribution to the limited partnership.

7-13.1-302. No agency power of limited partner as limited partner.

(a) A limited partner is not an agent of a limited partnership solely by reason of being a

limited partner.

(b) A person's status as a limited partner does not prevent or restrict law other than this

chapter from imposing liability on a limited partnership because of the person's conduct.

7-13.1-303. No liability as limited partner for limited partnership obligations.

(a) A debt, obligation, or other liability of a limited partnership is not the debt, obligation,

or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly,

by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely

by reason of being or acting as a limited partner, even if the limited partner participates in the

management and control of the limited partnership. This subsection applies regardless of the

dissolution of the partnership.

(b) The failure of a limited partnership to observe formalities relating to the exercise of its

powers or management of its activities and affairs is not a ground for imposing liability on a limited

partner for a debt, obligation, or other liability of the partnership.

7-13.1-304. Rights to information of limited partner and person dissociated as limited

partner.

(a) On ten (10) days' demand, made in a record received by the limited partnership, a

limited partner may inspect and copy required information during regular business hours in the

limited partnership's principal office. The limited partner need not have any particular purpose for

seeking the information.

(b) During regular business hours and at a reasonable location specified by the limited

partnership, a limited partner may inspect and copy information regarding the activities, affairs,

financial condition, and other circumstances of the limited partnership as is just and reasonable if:

(1) The limited partner seeks the information for a purpose reasonably related to the

partner's interest as a limited partner;

(2) The limited partner makes a demand in a record received by the limited partnership,

describing with reasonable particularity the information sought and the purpose for seeking the

information; and

(3) The information sought is directly connected to the limited partner's purpose.

section, the limited partnership shall inform in a record the limited partner that made the demand

of:

(1) What information the partnership will provide in response to the demand and when and

where the partnership will provide the information; and

(2) The partnership's reasons for declining, if the partnership declines to provide any

demanded information.

(d) Whenever this chapter or a partnership agreement provides for a limited partner to vote

on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld,

the limited partnership shall, without demand, provide the limited partner with all information that

is known to the partnership and is material to the limited partner's decision.

(e) Subject to subsection (j) of this section, on ten (10) days' demand made in a record

received by a limited partnership, a person dissociated as a limited partner may have access to

information to which the person was entitled while a limited partner if:

(1) The information pertains to the period during which the person was a limited partner;

(2) The person seeks the information in good faith; and

(3) The person satisfies the requirements imposed on a limited partner by subsection (b) of

this section.

(f) A limited partnership shall respond to a demand made pursuant to subsection (e) of this

section in the manner provided in subsection (c) of this section.

(g) A limited partnership may charge a person that makes a demand under this section

reasonable costs of copying, limited to the costs of labor and material.

(h) A limited partner or person dissociated as a limited partner may exercise the rights

under this section through an agent or, in the case of an individual under legal disability, a legal

representative. Any restriction or condition imposed by the partnership agreement or under

subsection (j) of this section applies both to the agent or legal representative and to the limited

partner or person dissociated as a limited partner.

(i) Subject to § 7-13.1-704, the rights under this section do not extend to a person as

transferee.

(j) In addition to any restriction or condition stated in its partnership agreement, a limited

partnership, as a matter within the ordinary course of its activities and affairs, may impose

reasonable restrictions and conditions on access to and use of information to be furnished under

this section, including designating information confidential and imposing nondisclosure and

safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction

under this subsection, the partnership has the burden of proving reasonableness.

7-13.1-305. Limited duties of limited partners.

(a) A limited partner shall discharge any duties to the partnership and the other partners

under the partnership agreement and exercise any rights under this chapter or the partnership

agreement consistently with the contractual obligation of good faith and fair dealing.

(b) Except as otherwise provided in subsection (a) of this section, a limited partner does

not have any duty to the limited partnership or to any other partner solely by reason of acting as a

limited partner.

partner's rights and obligations arising from the transaction are the same as those of a person that

is not a partner.

7-13.1-306. Person erroneously believing self to be limited partner.

(a) Except as otherwise provided in subsection (b) of this section, a person that makes an

investment in a business enterprise and erroneously but in good faith believes that the person has

become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of

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

appropriate to a limited partner, if, on ascertaining the mistake, the person:

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

correction to be signed and delivered to the secretary of state for filing; or

(2) Withdraws from future participation as an owner in the enterprise by signing and

delivering to the secretary of state for filing a statement of negation under this section.

(b) A person that makes an investment described in subsection (a) of this section is liable

to the same extent as a general partner to any third party that enters into a transaction with the

enterprise, believing in good faith that the person is a general partner, before the secretary of state

files a statement of negation, certificate of limited partnership, amendment, or statement of

correction to show that the person is not a general partner.

section and is unable to cause the appropriate certificate of limited partnership, amendment, or

statement of correction to be signed and delivered to the secretary of state for filing, the person has

the right to withdraw from the enterprise pursuant to subsection (a)(2) of this section even if the

withdrawal would otherwise breach an agreement with others that are or have agreed to become

co-owners of the enterprise.

PART 4

GENERAL PARTNERS

7-13.1-401. Becoming general partner.

(a) Upon formation of a limited partnership, a person becomes a general partner as agreed

among the persons that are to be the initial partners.

(b) After formation of a limited partnership, a person becomes a general partner:

(1) As provided in the partnership agreement;

(2) As the result of a transaction effective under part 11 of this chapter;

(3) With the affirmative vote or consent of all the partners; or

(4) As provided in § 7-13.1-801(a)(3)(ii).

(1) Acquiring a transferable interest; or

(2) Making or being obligated to make a contribution to the partnership.

7-13.1-402. General partner agent of limited partnership.

(a) Each general partner is an agent of the limited partnership for the purposes of its

activities and affairs. An act of a general partner, including the signing of a record in the

partnership's name, for apparently carrying on in the ordinary course the partnership's activities and

affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless

the general partner did not have authority to act for the partnership in the particular matter and the

person with which the general partner was dealing knew or had notice that the general partner

lacked authority.

(b) An act of a general partner which is not apparently for carrying on in the ordinary course

the limited partnership's activities and affairs or activities and affairs of the kind carried on by the

partnership binds the partnership only if the act was actually authorized by all the other partners.

7-13.1-403. Limited partnership liable for general partner's actionable conduct.

(a) A limited partnership is liable for loss or injury caused to a person, or for a penalty

incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner

acting in the ordinary course of activities and affairs of the partnership or with the actual or apparent

authority of the partnership.

(b) If, in the course of a limited partnership's activities and affairs or while acting with

actual or apparent authority of the partnership, a general partner receives or causes the partnership

to receive money or property of a person not a partner, and the money or property is misapplied by

a general partner, the partnership is liable for the loss.

7-13.1-404. General partner's liability.

(a) Except as otherwise provided in subsections (b) and (c) of this section, all general

partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited

partnership unless otherwise agreed by the claimant or provided by law.

(b) A person that becomes a general partner is not personally liable for a debt, obligation,

or other liability of the limited partnership incurred before the person became a general partner.

partnership is a limited liability limited partnership is solely the debt, obligation, or other liability

of the limited liability limited partnership. A general partner is not personally liable, directly or

indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited

liability limited partnership solely by reason of being or acting as a general partner. This subsection

applies:

(1) Despite anything inconsistent in the partnership agreement that existed immediately

before the vote or consent required to become a limited liability limited partnership under § 7-13.1-

406(b)(2); and

(2) Regardless of the dissolution of the partnership.

(d) The failure of a limited liability limited partnership to observe formalities relating to

the exercise of its powers or management of its activities and affairs is not a ground for imposing

liability on a general partner for a debt, obligation, or other liability of the partnership.

(e) An amendment of a certificate of limited partnership which deletes a statement that the

limited partnership is a limited liability limited partnership does not affect the limitation in this

section on the liability of a general partner for a debt, obligation, or other liability of the limited

partnership incurred before the amendment became effective.

7-13.1-405. Actions by and against partnership and partners.

(a) To the extent not inconsistent with § 7-13.1-404, a general partner may be joined in an

action against the limited partnership or named in a separate action.

(b) A judgment against a limited partnership is not by itself a judgment against a general

partner. A judgment against a partnership may not be satisfied from a general partner's assets unless

there is also a judgment against the general partner.

the general partner to satisfy a judgment based on a claim against the limited partnership, unless

the partner is personally liable for the claim under § 7-13.1-404 and:

(1) A judgment based on the same claim has been obtained against the limited partnership

and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) The partnership is a debtor in bankruptcy;

(3) The general partner has agreed that the creditor need not exhaust partnership assets;

(4) A court grants permission to the judgment creditor to levy execution against the assets

of a general partner based on a finding that partnership assets subject to execution are clearly

insufficient to satisfy the judgment, that exhaustion of assets is excessively burdensome, or that the

grant of permission is an appropriate exercise of the court's equitable powers; or

(5) Liability is imposed on the general partner by law or contract independent of the

existence of the partnership.

7-13.1-406. Management rights of general partner.

(a) Each general partner has equal rights in the management and conduct of the limited

partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating

to the activities and affairs of the partnership is decided exclusively by the general partner or, if

there is more than one general partner, by a majority of the general partners.

(b) The affirmative vote or consent of all the partners is required to:

(1) Amend the partnership agreement;

(2) Amend the certificate of limited partnership to add or delete a statement that the limited

partnership is a limited liability limited partnership; and

(3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited

partnership's property, with or without the good will, other than in the usual and regular course of

the limited partnership's activities and affairs.

beyond the amount of capital the general partner agreed to contribute.

(d) A payment or advance made by a general partner which gives rise to a limited

partnership obligation under subsection (c) of this section or § 7-13.1-408(a) constitutes a loan to

the limited partnership which accrues interest from the date of the payment or advance.

(e) A general partner is not entitled to remuneration for services performed for the limited

partnership.

7-13.1-407. Rights to information of general partner and person dissociated as general

partner.

(a) A general partner may inspect and copy required information during regular business

hours in the limited partnership's principal office, without having any particular purpose for seeking

the information.

(b) On reasonable notice, a general partner may inspect and copy during regular business

hours, at a reasonable location specified by the limited partnership, any record maintained by the

partnership regarding the partnership's activities, affairs, financial condition, and other

circumstances, to the extent the information is material to the general partner's rights and duties

under the partnership agreement or this chapter.

(1) Without demand, any information concerning the partnership's activities, affairs,

financial condition, and other circumstances which the partnership knows and is material to the

proper exercise of the general partner's rights and duties under the partnership agreement or this

chapter, except to the extent the partnership can establish that it reasonably believes the general

partner already knows the information; and

(2) On demand, any other information concerning the partnership's activities, affairs,

financial condition, and other circumstances, except to the extent the demand or the information

demanded is unreasonable or otherwise improper under the circumstances.

(d) The duty to furnish information under subsection (c) of this section also applies to each

general partner to the extent the general partner knows any of the information described in

subsection (b) of this section.

(e) Subject to subsection (j) of this section, on ten (10) days' demand made in a record

received by a limited partnership, a person dissociated as a general partner may have access to the

information and records described in subsections (a) and (b) of this section at the locations specified

in those subsections if:

(1) The information or record pertains to the period during which the person was a general

partner;

(2) The person seeks the information or record in good faith; and

(3) The person satisfies the requirements imposed on a limited partner by § 7-13.1-304(b).

(f) A limited partnership shall respond to a demand made pursuant to subsection (e) of this

section in the manner provided in § 7-13.1-304(c).

(g) A limited partnership may charge a person that makes a demand under this section the

reasonable costs of copying, limited to the costs of labor and material.

(h) A general partner or person dissociated as a general partner may exercise the rights

under this section through an agent or, in the case of an individual under legal disability, a legal

representative. Any restriction or condition imposed by the partnership agreement or under

subsection (j) of this section applies both to the agent or legal representative and to the general

partner or person dissociated as a general partner.

(i) The rights under this section do not extend to a person as transferee, but if:

(1) A general partner dies, § 7-13.1-704 applies; and

(2) An individual dissociates as a general partner under §§ 7-13.1-603(6)(ii) or 7-13.1-

603(6)(iii), the legal representative of the individual may exercise the rights under subsection (c)

of this section of a person dissociated as a general partner.

(j) In addition to any restriction or condition stated in its partnership agreement, a limited

partnership, as a matter within the ordinary course of its activities and affairs, may impose

reasonable restrictions and conditions on access to and use of information to be furnished under

this section, including designating information confidential and imposing nondisclosure and

safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction

under this subsection, the partnership has the burden of proving reasonableness.

7-13.1-408. Reimbursement -- Indemnification -- Advancement -- Insurance.

(a) A limited partnership shall reimburse a general partner for any payment made by the

general partner in the course of the general partner's activities on behalf of the partnership, if the

general partner complied with §§ 7-13.1-406, 7-13.1-409, and 7-13.1-504 in making the payment.

(b) A limited partnership shall indemnify and hold harmless a person with respect to any

claim or demand against the person and any debt, obligation, or other liability incurred by the

person by reason of the person's former or present capacity as a general partner, if the claim,

demand, debt, obligation, or other liability does not arise from the person's breach of §§ 7-13.1-

406, 7-13.1-409, or 7-13.1-504.

reasonable expenses, including attorneys' fees and costs, incurred by a person in connection with a

claim or demand against the person by reason of the person's former or present capacity as a general

partner, if the person promises to repay the partnership if the person ultimately is determined not

to be entitled to be indemnified under subsection (b) of this section.

(d) A limited partnership may purchase and maintain insurance on behalf of a general

partner against liability asserted against or incurred by the general partner in that capacity or arising

from that status even if, under § 7-13.1-105(c)(8), the partnership agreement could not eliminate or

limit the person's liability to the partnership for the conduct giving rise to the liability.

7-13.1-409. Standards of conduct for general partners.

(a) A general partner owes to the limited partnership and, subject to § 7-13.1-901, the other

partners the duties of loyalty and care stated in subsections (b) and (c) of this section.

(b) The fiduciary duty of loyalty of a general partner includes the duties:

(1) To account to the limited partnership and hold as trustee for it any property, profit, or

benefit derived by the general partner:

(i) In the conduct or winding up of the partnership's activities and affairs;

(ii) From a use by the general partner of the partnership's property; or

(iii) From the appropriation of a partnership opportunity;

(2) To refrain from dealing with the partnership in the conduct or winding up of the

partnership's activities and affairs as or on behalf of a person having an interest adverse to the

partnership; and

(3) To refrain from competing with the partnership in the conduct or winding up of the

partnership's activities and affairs.

partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless

conduct, willful or intentional misconduct, or knowing violation of law.

(d) A general partner shall discharge the duties and obligations under this chapter or under

the partnership agreement and exercise any rights consistently with the contractual obligation of

good faith and fair dealing.

(e) A general partner does not violate a duty or obligation under this chapter or under the

partnership agreement solely because the general partner's conduct furthers the general partner's

own interest.

(f) All the partners of a limited partnership may authorize or ratify, after full disclosure of

all material facts, a specific act or transaction by a general partner that otherwise would violate the

duty of loyalty.

(g) It is a defense to a claim under subsection (b)(2) of this section and any comparable

claim in equity or at common law that the transaction was fair to the limited partnership.

(h) If, as permitted by subsection (f) of this section or the partnership agreement, a general

partner enters into a transaction with the limited partnership which otherwise would be prohibited

by subsection (b)(2) of this section, the general partner's rights and obligations arising from the

transaction are the same as those of a person that is not a general partner.

PART 5

CONTRIBUTIONS AND DISTRIBUTIONS

7-13.1-501. Form of contribution.

A contribution may consist of property transferred to, services performed for, or another

benefit provided to the limited partnership or an agreement to transfer property to, perform services

for, or provide another benefit to the partnership.

7-13.1-502. Liability for contribution.

(a) A person's obligation to make a contribution to a limited partnership is not excused by

the person's death, disability, termination, or other inability to perform personally.

(b) If a person does not fulfill an obligation to make a contribution other than money, the

person is obligated at the option of the limited partnership to contribute money equal to the value,

as stated in the required information, of the part of the contribution which has not been made.

affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit

or otherwise acts in reliance on an obligation described in subsection (a) of this section without

knowledge or notice of a compromise under this subsection, the creditor may enforce the

obligation.

7-13.1-503. Sharing of and right to distributions before dissolution.

(a) Any distribution made by a limited partnership before its dissolution and winding up

must be shared among the partners on the basis of the value, as stated in the required information

when the limited partnership decides to make the distribution, of the contributions the limited

partnership has received from each partner, except to the extent necessary to comply with a transfer

effective under § 7-13.1-702 or charging order in effect under § 7-13.1-703.

(b) A person has a right to a distribution before the dissolution and winding up of a limited

partnership only if the partnership decides to make an interim distribution. A person's dissociation

does not entitle the person to a distribution.

partnership in any form other than money. Except as otherwise provided in § 7-13.1-810(f), a

partnership may distribute an asset in kind only if each part of the asset is fungible with each other

part and each person receives a percentage of the asset equal in value to the person's share of

distributions.

(d) If a partner or transferee becomes entitled to receive a distribution, the partner or

transferee has the status of, and is entitled to all remedies available to, a creditor of the limited

partnership with respect to the distribution. However, the partnership's obligation to make a

distribution is subject to offset for any amount owed to the partnership by the partner or a person

dissociated as a partner on whose account the distribution is made.

7-13.1-504. Limitations on distributions.

(a) A limited partnership may not make a distribution, including a distribution under § 7-

13.1-810, if after the distribution:

(1) The partnership would not be able to pay its debts as they become due in the ordinary

course of the partnership's activities and affairs; or

(2) The partnership's total assets would be less than the sum of its total liabilities plus the

amount that would be needed, if the partnership were to be dissolved and wound up at the time of

the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and

transferees whose preferential rights are superior to the rights of persons receiving the distribution.

(b) A limited partnership may base a determination that a distribution is not prohibited

under subsection (a) of this section on:

(1) Financial statements prepared on the basis of accounting practices and principles that

are reasonable in the circumstances; or

(2) A fair valuation or other method that is reasonable under the circumstances.

under subsection (a) of this section is measured:

(1) In the case of a distribution as defined in § 7-13.1-102(4)(i) 7-13.1-102(5)(i), as of the

earlier of:

(i) The date money or other property is transferred or debt is incurred by the limited

partnership; or

(ii) The date the person entitled to the distribution ceases to own the interest or right being

acquired by the partnership in return for the distribution;

(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is

distributed; and

(3) In all other cases, as of the date:

(i) The distribution is authorized, if the payment occurs not later than one hundred twenty

(120) days after that date; or

(ii) The payment is made, if the payment occurs more than one hundred twenty (120) days

after the distribution is authorized.

(d) A limited partnership's indebtedness to a partner or transferee incurred by reason of a

distribution made in accordance with this section is at parity with the partnership's indebtedness to

its general, unsecured creditors, except to the extent subordinated by agreement.

(e) A limited partnership's indebtedness, including indebtedness issued as a distribution, is

not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide

that payment of principal and interest is made only if and to the extent that payment of a distribution

could then be made under this section. If the indebtedness is issued as a distribution, each payment

of principal or interest is treated as a distribution, the effect of which is measured on the date the

payment is made.

(f) In measuring the effect of a distribution under § 7-13.1-810, the liabilities of a dissolved

limited partnership do not include any claim that has been disposed of under §§ 7-13.1-806, 7-13.1-

807, or 7-13.1-808.

7-13.1-505. Liability for improper distributions.

(a) If a general partner consents to a distribution made in violation of § 7-13.1-504 and in

consenting to the distribution fails to comply with § 7-13.1-409, the general partner is personally

liable to the limited partnership for the amount of the distribution which exceeds the amount that

could have been distributed without the violation of § 7-13.1-504.

(b) A person that receives a distribution knowing that the distribution violated § 7-13.1-

504 is personally liable to the limited partnership but only to the extent that the distribution received

by the person exceeded the amount that could have been properly paid under § 7-13.1-504.

liable under subsection (a) of this section may:

(1) Implead any other person that is liable under subsection (a) of this section and seek to

enforce a right of contribution from the person; and

(2) Implead any person that received a distribution in violation of subsection (b) of this

section and seek to enforce a right of contribution from the person in the amount the person received

in violation of subsection (b) of this section.

(d) An action under this section is barred unless commenced not later than two (2) years

after the distribution.

PART 6

DISSOCIATION

7-13.1-601. Dissociation as limited partner.

(a) A person does not have a right to dissociate as a limited partner before the completion

of the winding up of the limited partnership.

(b) A person is dissociated as a limited partner when:

(1) The limited partnership knows or has notice of the person's express will to withdraw as

a limited partner, but, if the person has specified a withdrawal date later than the date the partnership

knew or had notice, on that later date;

(2) An event stated in the partnership agreement as causing the person's dissociation as a

limited partner occurs;

(3) The person is expelled as a limited partner pursuant to the partnership agreement;

(4) The person is expelled as a limited partner by the affirmative vote or consent of all the

other partners if:

(i) It is unlawful to carry on the limited partnership's activities and affairs with the person

as a limited partner;

(ii) There has been a transfer of all the person's transferable interest in the partnership, other

than:

(A) A transfer for security purposes; or

(B) A charging order in effect under § 7-13.1-703 which has not been foreclosed;

(iii) The person is an entity and:

(A) The partnership notifies the person that it will be expelled as a limited partner because

the person has filed a statement of dissolution or the equivalent, the person has been

administratively dissolved, the person's charter or the equivalent has been revoked, or the person's

right to conduct business has been suspended by the person's jurisdiction of formation; and

(B) Not later than ninety (90) days after the notification, the statement of dissolution or the

equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or

the person's charter or the equivalent or right to conduct business has not been reinstated; or

(iv) The person is an unincorporated entity that has been dissolved and whose activities

and affairs are being wound up;

(5) On application by the limited partnership or a partner in a direct action under § 7-13.1-

901, the person is expelled as a limited partner by judicial order because the person:

(i) Has engaged or is engaging in wrongful conduct that has affected adversely and

materially, or will affect adversely and materially, the partnership's activities and affairs;

(ii) Has committed willfully or persistently, or is committing willfully and persistently, a

material breach of the partnership agreement or the contractual obligation of good faith and fair

dealing under § 7-13.1-305(a); or

(iii) Has engaged or is engaging in conduct relating to the partnership's activities and affairs

which makes it not reasonably practicable to carry on the activities and affairs with the person as a

limited partner;

(6) In the case of an individual, the individual dies;

(7) In the case of a person that is a testamentary or inter vivos trust or is acting as a limited

partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited

partnership is distributed;

(8) In the case of a person that is an estate or is acting as a limited partner by virtue of being

a personal representative of an estate, the estate's entire transferable interest in the limited

partnership is distributed;

(9) In the case of a person that is not an individual, the existence of the person terminates;

(10) The limited partnership participates in a merger under part 11 of this chapter and:

(i) The partnership is not the surviving entity; or

(ii) Otherwise as a result of the merger, the person ceases to be a limited partner;

(11) The limited partnership participates in an interest exchange under part 11 of this

chapter and, as a result of the interest exchange, the person ceases to be a limited partner;

(12) The limited partnership participates in a conversion under part 11 of this chapter;

(13) The limited partnership participates in a domestication under part 11 of this chapter

and, as a result of the domestication, the person ceases to be a limited partner; or

(14) The limited partnership dissolves and completes winding up.

7-13.1-602. Effect of dissociation as limited partner.

(a) If a person is dissociated as a limited partner:

(1) Subject to § 7-13.1-704, the person does not have further rights as a limited partner;

(2) The person's contractual obligation of good faith and fair dealing as a limited partner

under § 7-13.1-305(a) ends with regard to matters arising and events occurring after the person's

dissociation; and

(3) Subject to § 7-13.1-704 and part 11 of this chapter, any transferable interest owned by

the person in the person's capacity as a limited partner immediately before dissociation is owned

by the person solely as a transferee.

(b) A person's dissociation as a limited partner does not of itself discharge the person from

any debt, obligation, or other liability to the limited partnership or the other partners which the

person incurred while a limited partner.

7-13.1-603. Dissociation as general partner.

A person is dissociated as a general partner when:

(1) The limited partnership knows or has notice of the person's express will to withdraw as

a general partner, but, if the person has specified a withdrawal date later than the date the

partnership knew or had notice, on that later date;

(2) An event stated in the partnership agreement as causing the person's dissociation as a

general partner occurs;

(3) The person is expelled as a general partner pursuant to the partnership agreement;

(4) The person is expelled as a general partner by the affirmative vote or consent of all the

other partners if:

(i) It is unlawful to carry on the limited partnership's activities and affairs with the person

as a general partner;

(ii) There has been a transfer of all the person's transferable interest in the partnership, other

than:

(A) A transfer for security purposes; or

(B) A charging order in effect under § 7-13.1-703 which has not been foreclosed;

(iii) The person is an entity and:

(A) The partnership notifies the person that it will be expelled as a general partner because

the person has filed a statement of dissolution or the equivalent, the person has been

administratively dissolved, the person's charter or the equivalent has been revoked, or the person's

right to conduct business has been suspended by the person's jurisdiction of formation; and

(B) Not later than ninety (90) days after the notification, the statement of dissolution or the

equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or

the person's charter or the equivalent or right to conduct business has not been reinstated; or

(iv) The person is an unincorporated entity that has been dissolved and whose activities

and affairs are being wound up;

(5) On application by the limited partnership or a partner in a direct action under § 7-13.1-

901, the person is expelled as a general partner by judicial order because the person:

(i) Has engaged or is engaging in wrongful conduct that has affected adversely and

materially, or will affect adversely and materially, the partnership's activities and affairs;

(ii) Has committed willfully or persistently, or is committing willfully or persistently, a

material breach of the partnership agreement or a duty or obligation under § 7-13.1-409; or

(iii) Has engaged or is engaging in conduct relating to the partnership's activities and affairs

which makes it not reasonably practicable to carry on the activities and affairs of the limited

partnership with the person as a general partner;

(6) In the case of an individual:

(i) The individual dies;

(ii) A guardian or general conservator for the individual is appointed; or

(iii) A court orders that the individual has otherwise become incapable of performing the

individual's duties as a general partner under this chapter or the partnership agreement;

(7) The person:

(i) Becomes a debtor in bankruptcy;

(i) Executes an assignment for the benefit of creditors; or

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

of the person or of all or substantially all the person's property;

(8) In the case of a person that is a testamentary or inter vivos trust or is acting as a general

partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited

partnership is distributed;

(9) In the case of a person that is an estate or is acting as a general partner by virtue of

being a personal representative of an estate, the estate's entire transferable interest in the limited

partnership is distributed;

(10) In the case of a person that is not an individual, the existence of the person terminates;

(11) The limited partnership participates in a merger under part 11 of this chapter and:

(i) The partnership is not the surviving entity; or

(ii) Otherwise as a result of the merger, the person ceases to be a general partner;

(12) The limited partnership participates in an interest exchange under part 11 of this

chapter and, as a result of the interest exchange, the person ceases to be a general partner;

(13) The limited partnership participates in a conversion under part 11 of this chapter;

(14) The limited partnership participates in a domestication under part 11 of this chapter

and, as a result of the domestication, the person ceases to be a general partner; or

(15) The limited partnership dissolves and completes winding up.

7-13.1-604. Power to dissociate as general partner -- Wrongful dissociation.

(a) A person has the power to dissociate as a general partner at any time, rightfully or

wrongfully, by withdrawing as a general partner by express will under § 7-13.1-603(1).

(b) A person's dissociation as a general partner is wrongful only if the dissociation:

(1) Is in breach of an express provision of the partnership agreement; or

(2) Occurs before the completion of the winding up of the limited partnership, and:

(i) The person withdraws as a general partner by express will;

(ii) The person is expelled as a general partner by judicial order under § 7-13.1-603(5);

(iii) The person is dissociated as a general partner under § 7-13.1-603(7); or

(iv) In the case of a person that is not a trust other than a business trust, an estate, or an

individual, the person is expelled or otherwise dissociated as a general partner because it willfully

dissolved or terminated.

partnership and, subject to § 7-13.1-901, to the other partners for damages caused by the

dissociation. The liability is in addition to any debt, obligation, or other liability of the general

partner to the partnership or the other partners.

7-13.1-605. Effect of dissociation as general partner.

(a) If a person is dissociated as a general partner:

(1) The person's right to participate as a general partner in the management and conduct of

the limited partnership's activities and affairs terminates;

(2) The person's duties and obligations as a general partner under § 7-13.1-409 end with

regard to matters arising and events occurring after the person's dissociation;

(3) The person may sign and deliver to the secretary of state for filing a statement of

dissociation pertaining to the person and, at the request of the limited partnership, shall sign an

amendment to the certificate of limited partnership which states that the person has dissociated as

a general partner; and

(4) Subject to § 7-13.1-704 and part 11 of this chapter, any transferable interest owned by

the person in the person's capacity as a general partner immediately before dissociation is owned

by the person solely as a transferee.

(b) A person's dissociation as a general partner does not of itself discharge the person from

any debt, obligation, or other liability to the limited partnership or the other partners which the

person incurred while a general partner.

7-13.1-606. Power to bind and liability of person dissociated as general partner.

(a) After a person is dissociated as a general partner and before the limited partnership is

merged out of existence, converted, or domesticated under part 11 of this chapter, or dissolved, the

partnership is bound by an act of the person only if:

(1) The act would have bound the partnership under § 7-13.1-402 before the dissociation;

and

(2) At the time the other party enters into the transaction:

(i) Less than two (2) years has passed since the dissociation; and

(ii) The other party does not know or have notice of the dissociation and reasonably

believes that the person is a general partner.

(b) If a limited partnership is bound under subsection (a) of this section, the person

dissociated as a general partner which caused the partnership to be bound is liable:

(1) To the partnership for any damage caused to the partnership arising from the obligation

incurred under subsection (a) of this section; and

(2) If a general partner or another person dissociated as a general partner is liable for the

obligation, to the general partner or other person for any damage caused to the general partner or

other person arising from the liability.

7-13.1-607. Liability of person dissociated as general partner to other persons.

(a) A person's dissociation as a general partner does not of itself discharge the person's

liability as a general partner for a debt, obligation, or other liability of the limited partnership

incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section,

the person is not liable for a partnership obligation incurred after dissociation.

(b) A person whose dissociation as a general partner results in a dissolution and winding

up of the limited partnership's activities and affairs is liable on an obligation incurred by the

partnership under § 7-13.1-805 to the same extent as a general partner under § 7-13.1-404.

dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction

entered into by the partnership after the dissociation only if:

(1) A general partner would be liable on the transaction; and

(2) At the time the other party enters into the transaction:

(i) Less than two (2) years has passed since the dissociation; and

(ii) The other party does not have knowledge or notice of the dissociation and reasonably

believes that the person is a general partner.

(d) By agreement with a creditor of a limited partnership and the partnership, a person

dissociated as a general partner may be released from liability for a debt, obligation, or other

liability of the partnership.

(e) A person dissociated as a general partner is released from liability for a debt, obligation,

or other liability of the limited partnership if the partnership's creditor, with knowledge or notice

of the person's dissociation as a general partner but without the person's consent, agrees to a material

alteration in the nature or time of payment of the debt, obligation, or other liability.

PART 7

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND

CREDITORS

7-13.1-701. Nature of transferable interest.

A transferable interest is personal property.

7-13.1-702. Transfer of transferable interest.

(a) A transfer, in whole or in part, of a transferable interest:

(1) Is permissible;

(2) Does not by itself cause a person's dissociation as a partner or a dissolution and winding

up of the limited partnership's activities and affairs; and

(3) Subject to § 7-13.1-704, does not entitle the transferee to:

(i) Participate in the management or conduct of the partnership's activities and affairs; or

(ii) Except as otherwise provided in subsection (c) of this section, have access to required

information, records, or other information concerning the partnership's activities and affairs.

(b) A transferee has the right to receive, in accordance with the transfer, distributions to

which the transferor would otherwise be entitled.

account of the partnership's transactions only from the date of dissolution.

(d) A transferable interest may be evidenced by a certificate of the interest issued by a

limited partnership in a record, and, subject to this section, the interest represented by the certificate

may be transferred by a transfer of the certificate.

(e) A limited partnership need not give effect to a transferee's rights under this section until

the partnership knows or has notice of the transfer.

(f) A transfer of a transferable interest in violation of a restriction on transfer contained in

the partnership agreement is ineffective if the intended transferee has knowledge or notice of the

restriction at the time of transfer.

(g) Except as otherwise provided in §§ 7-13.1-601(b)(4)(ii) and 7-13.1-603(4)(ii), if a

general or limited partner transfers a transferable interest, the transferor retains the rights of a

general or limited partner other than the transferable interest transferred and retains all the duties

and obligations of a general or limited partner.

(h) If a general or limited partner transfers a transferable interest to a person that becomes

a general or limited partner with respect to the transferred interest, the transferee is liable for the

transferor's obligations under §§ 7-13.1-502 and 7-13.1-505 known to the transferee when the

transferee becomes a partner.

7-13.1-703. Charging order.

(a) On application by a judgment creditor of a partner or transferee, a court may enter a

charging order against the transferable interest of the judgment debtor for the unsatisfied amount

of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and

requires the limited partnership to pay over to the person to which the charging order was issued

any distribution that otherwise would be paid to the judgment debtor.

(b) To the extent necessary to effectuate the collection of distributions pursuant to a

charging order in effect under subsection (a) of this section, the court may:

(1) Appoint a receiver of the distributions subject to the charging order, with the power to

make all inquiries the judgment debtor might have made; and

(2) Make all other orders necessary to give effect to the charging order.

debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable

interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby

become a partner, and is subject to § 7-13.1-702.

(d) At any time before foreclosure under subsection (c) of this section, the partner or

transferee whose transferable interest is subject to a charging order under subsection (a) of this

section may extinguish the charging order by satisfying the judgment and filing a certified copy of

the satisfaction with the court that issued the charging order.

(e) At any time before foreclosure under subsection (c) of this section, a limited partnership

or one or more partners whose transferable interests are not subject to the charging order may pay

to the judgment creditor the full amount due under the judgment and thereby succeed to the rights

of the judgment creditor, including the charging order.

(f) This chapter does not deprive any partner or transferee of the benefit of any exemption

law applicable to the transferable interest of the partner or transferee.

(g) This section provides the exclusive remedy by which a person seeking in the capacity

of a judgment creditor to enforce a judgment against a partner or transferee may satisfy the

judgment from the judgment debtor's transferable interest.

7-13.1-704. Power of legal representative of deceased partner.

If a partner dies, the deceased partner's legal representative may exercise:

(1) The rights of a transferee provided in § 7-13.1-702(c); and

(2) For the purposes of settling the estate, the rights of a current limited partner under § 7-

13.1-304.

PART 8

DISSOLUTION AND WINDING UP

7-13.1-801. Events causing dissolution.

(a) A limited partnership is dissolved, and its activities and affairs must be wound up, upon

the occurrence of any of the following:

(1) An event or circumstance that the partnership agreement states causes dissolution;

(2) The affirmative vote or consent of all general partners and of limited partners owning

a majority of the rights to receive distributions as limited partners at the time the vote or consent is

to be effective;

(3) After the dissociation of a person as a general partner:

(i) If the partnership has at least one remaining general partner, the affirmative vote or

consent to dissolve the partnership not later than ninety (90) days after the dissociation by partners

owning a majority of the rights to receive distributions as partners at the time the vote or consent

is to be effective; or

(ii) If the partnership does not have a remaining general partner, the passage of ninety (90)

days after the dissociation, unless before the end of the period:

(A) Consent to continue the activities and affairs of the partnership and admit at least one

general partner is given by limited partners owning a majority of the rights to receive distributions

as limited partners at the time the consent is to be effective; and

(B) At least one person is admitted as a general partner in accordance with the consent;

(4) The passage of ninety (90) consecutive days after the dissociation of the partnership's

last limited partner, unless before the end of the period the partnership admits at least one limited

partner;

(5) The passage of ninety (90) consecutive days during which the partnership has only one

partner, unless before the end of the period:

(i) The partnership admits at least one person as a partner;

(ii) If the previously sole remaining partner is only a general partner, the partnership admits

the person as a limited partner; and

(iii) If the previously sole remaining partner is only a limited partner, the partnership admits

a person as a general partner;

(6) On application by a partner, the entry by the superior court of an order dissolving the

partnership on the grounds that:

(i) The conduct of all or substantially all the partnership's activities and affairs is unlawful;

(ii) It is not reasonably practicable to carry on the partnership's activities and affairs in

conformity with the certificate of limited partnership and partnership agreement; or

(7) The signing and filing of a certificate of revocation by the secretary of state under § 7-

13.1-811.

(b) If an event occurs that imposes a deadline on a limited partnership under subsection (a)

of this section and before the partnership has met the requirements of the deadline, another event

occurs that imposes a different deadline on the partnership under subsection (a) of this section:

(1) The occurrence of the second event does not affect the deadline caused by the first

event; and

(2) The partnership's meeting of the requirements of the first deadline does not extend the

second deadline.

7-13.1-802. Winding up.

(a) A dissolved limited partnership shall wind up its activities and affairs and, except as

otherwise provided in § 7-13.1-803, the partnership continues after dissolution only for the purpose

of winding up.

(b) In winding up its activities and affairs, the limited partnership:

(1) Shall discharge the partnership's debts, obligations, and other liabilities, settle and close

the partnership's activities and affairs, and marshal and distribute the assets of the partnership; and

(2) May:

(i) Amend its certificate of limited partnership to state that the partnership is dissolved;

(ii) Preserve the partnership activities, affairs, and property as a going concern for a

reasonable time;

(iii) Prosecute and defend actions and proceedings, whether civil, criminal, or

administrative;

(iv) Transfer the partnership's property;

(v) Settle disputes by mediation or arbitration;

(vi) Deliver to the secretary of state for filing a statement of dissolution stating the name

of the partnership and that the partnership is dissolved; and

(vii) Perform other acts necessary or appropriate to the winding up.

the dissolved partnership's activities and affairs may be appointed by the affirmative vote or consent

of limited partners owning a majority of the rights to receive distributions as limited partners at the

time the vote or consent is to be effective. A person appointed under this subsection:

(1) Has the powers of a general partner under § 7-13.1-804 but is not liable for the debts,

obligations, and other liabilities of the partnership solely by reason of having or exercising those

powers or otherwise acting to wind up the dissolved partnership's activities and affairs; and

(2) Shall deliver promptly to the secretary of state for filing an amendment to the

partnership's certificate of limited partnership stating:

(i) That the partnership does not have a general partner;

(ii) The name and street and mailing addresses of the person; and

(iii) That the person has been appointed pursuant to this subsection to wind up the

partnership.

(d) On the application of a partner, the superior court may order judicial supervision of the

winding up of a dissolved limited partnership, including the appointment of a person to wind up

the partnership's activities and affairs, if:

(1) The partnership does not have a general partner and within a reasonable time following

the dissolution no person has been appointed pursuant to subsection (c) of this section; or

(2) The applicant establishes other good cause.

7-13.1-803. Rescinding dissolution.

(a) A limited partnership may rescind its dissolution, unless a statement of dissolution

applicable to the partnership has become effective, the superior court has entered an order under §

7-13.1-801(a)(6) dissolving the partnership, or the secretary of state has revoked the partnership

under § 7-13.1-811.

(b) Rescinding dissolution under this section requires:

(1) The affirmative vote or consent of each partner; and

(2) If the limited partnership has delivered to the secretary of state for filing an amendment

to the certificate of limited partnership stating that the partnership is dissolved and:

(i) The amendment has not become effective, delivery to the secretary of state for filing of

a statement of withdrawal under § 7-13.1-208 applicable to the amendment; or

(ii) The amendment has become effective, delivery to the secretary of state for filing of an

amendment to the certificate of limited partnership stating that dissolution has been rescinded under

this section.

(1) The partnership resumes carrying on its activities and affairs as if dissolution had never

occurred;

(2) Subject to subsection (c)(3) of this section, any liability incurred by the partnership

after the dissolution and before the rescission has become effective is determined as if dissolution

had never occurred; and

(3) The rights of a third party arising out of conduct in reliance on the dissolution before

the third party knew or had notice of the rescission may not be adversely affected.

7-13.1-804. Power to bind partnership after dissolution.

(a) A limited partnership is bound by a general partner's act after dissolution which:

(1) Is appropriate for winding up the partnership's activities and affairs; or

(2) Would have bound the partnership under § 7-13.1-402 before dissolution if, at the time

the other party enters into the transaction, the other party does not know or have notice of the

dissolution.

(b) A person dissociated as a general partner binds a limited partnership through an act

occurring after dissolution if:

(1) At the time the other party enters into the transaction:

(i) Less than two (2) years has passed since the dissociation; and

(ii) The other party does not know or have notice of the dissociation and reasonably

believes that the person is a general partner; and

(2) The act:

(i) Is appropriate for winding up the partnership's activities and affairs; or

(ii) Would have bound the partnership under § 7-13.1-402 before dissolution and at the

time the other party enters into the transaction the other party does not know or have notice of the

dissolution.

7-13.1-805. Liability after dissolution of general partner and person dissociated as

general partner.

(a) If a general partner having knowledge of the dissolution causes a limited partnership to

incur an obligation under § 7-13.1-804(a) by an act that is not appropriate for winding up the

partnership's activities and affairs, the general partner is liable:

(1) To the partnership for any damage caused to the partnership arising from the obligation;

and

(2) If another general partner or a person dissociated as a general partner is liable for the

obligation, to that other general partner or person for any damage caused to that other general

partner or person arising from the liability.

(b) If a person dissociated as a general partner causes a limited partnership to incur an

obligation under § 7-13.1-804(b), the person is liable:

(1) To the partnership for any damage caused to the partnership arising from the obligation;

and

(2) If a general partner or another person dissociated as a general partner is liable for the

obligation, to the general partner or other person for any damage caused to the general partner or

other person arising from the obligation.

7-13.1-806. Known claims against dissolved limited partnership.

(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited

partnership may give notice of a known claim under subsection (b) of this section, which has the

effect provided in subsection (c) of this section.

(b) A dissolved limited partnership may in a record notify its known claimants of the

dissolution. The notice must:

(1) Specify the information required to be included in a claim;

(2) State that a claim must be in writing and provide a mailing address to which the claim

is to be sent;

(3) State the deadline for receipt of a claim, which may not be less than one hundred twenty

(120) days after the date the notice is received by the claimant;

(4) State that the claim will be barred if not received by the deadline; and

(5) Unless the partnership has been throughout its existence a limited liability limited

partnership, state that the barring of a claim against the partnership will also bar any corresponding

claim against any general partner or person dissociated as a general partner which is based on § 7-

13.1-404.

subsection (b) of this section are met and:

(1) The claim is not received by the specified deadline; or

(2) If the claim is timely received but rejected by the partnership:

(i) The partnership causes the claimant to receive a notice in a record stating that the claim

is rejected and will be barred unless the claimant commences an action against the partnership to

enforce the claim not later than ninety (90) days after the claimant receives the notice; and

(ii) The claimant does not commence the required action not later than ninety (90) days

after the claimant receives the notice.

(d) This section does not apply to a claim based on an event occurring after the date of

dissolution or a liability that on that date is contingent.

7-13.1-807. Other claims against dissolved limited partnership.

(a) A dissolved limited partnership may publish notice of its dissolution and request

persons having claims against the partnership to present them in accordance with the notice.

(b) A notice under subsection (a) of this section must:

(1) Be published at least once in a newspaper of general circulation in the county in this

state in which the dissolved limited partnership's principal office is or, if the principal office is not

located in this state, in the county in which the office of the partnership's registered agent is or was

last located;

(2) Describe the information required to be contained in a claim, state that the claim must

be in writing, and provide a mailing address to which the claim is to be sent;

(3) State that a claim against the partnership is barred unless an action to enforce the claim

is commenced not later than three (3) years after publication of the notice; and

(4) Unless the partnership has been throughout its existence a limited liability limited

partnership, state that the barring of a claim against the partnership will also bar any corresponding

claim against any general partner or person dissociated as a general partner which is based on § 7-

13.1-404.

of this section, the claim of each of the following claimants is barred unless the claimant

commences an action to enforce the claim against the partnership not later than three (3) years after

the publication date of the notice:

(1) A claimant that did not receive notice in a record under § 7-13.1-806;

(2) A claimant whose claim was timely sent to the partnership but not acted on; and

(3) A claimant whose claim is contingent at, or based on an event occurring after, the date

of dissolution.

(d) A claim not barred under this section or § 7-13.1-806 may be enforced:

(1) Against the dissolved limited partnership, to the extent of its undistributed assets;

(2) Except as otherwise provided in § 7-13.1-808, if assets of the partnership have been

distributed after dissolution, against a partner or transferee to the extent of that person's

proportionate share of the claim or of the partnership's assets distributed to the partner or transferee

after dissolution, whichever is less, but a person's total liability for all claims under this subsection

may not exceed the total amount of assets distributed to the person after dissolution; and

(3) Against any person liable on the claim under §§ 7-13.1-404 and 7-13.1-607.

7-13.1-808. Court proceedings.

(a) A dissolved limited partnership that has published a notice under § 7-13.1-807 may file

an application with the superior court in the county where the partnership's principle office is

located or, if the principal office in not located in this state, where the office of its registered agent

is or was last located, for a determination of the amount and form of security to be provided for

payment of claims that are contingent, have not been made known to the partnership, or are based

on an event occurring after the date of dissolution but which, based on the facts known to the

partnership, are reasonably expected to arise after the date of dissolution. Security is not required

for any claim that is or is reasonably anticipated to be barred under § 7-13.1-807.

(b) Not later than ten (10) days after the filing of an application under subsection (a) of this

section, the dissolved limited partnership shall give notice of the proceeding to each claimant

holding a contingent claim known to the partnership.

to represent all claimants whose identities are unknown. The reasonable fees and expenses of the

guardian, including all reasonable expert witness fees, must be paid by the dissolved limited

partnership.

(d) A dissolved limited partnership that provides security in the amount and form ordered

by the court under subsection (a) of this section satisfies the partnership's obligations with respect

to claims that are contingent, have not been made known to the partnership, or are based on an

event occurring after the date of dissolution, and such claims may not be enforced against a partner

or transferee on account of assets received in liquidation.

7-13.1-809. Liability of general partner and person dissociated as general partner

when claim against limited partnership barred.

If a claim against a dissolved limited partnership is barred under §§ 7-13.1-806, 7-13.1-

807, or 7-13.1-808, any corresponding claim under §§ 7-13.1-404 or 7-13.1-607 is also barred.

7-13.1-810. Disposition of assets in winding up -- When contributions required.

(a) In winding up its activities and affairs, a limited partnership shall apply its assets,

including the contributions required by this section, to discharge the partnership's obligations to

creditors, including partners that are creditors.

(b) After a limited partnership complies with subsection (a) of this section, any surplus

must be distributed in the following order, subject to any charging order in effect under § 7-13.1-

703:

(1) To each person owning a transferable interest that reflects contributions made and not

previously returned, an amount equal to the value of the unreturned contributions; and

(2) Among persons owning transferable interests in proportion to their respective rights to

share in distributions immediately before the dissolution of the partnership.

subsection (a) of this section, with respect to each unsatisfied obligation incurred when the

partnership was not a limited liability limited partnership, the following rules apply:

(1) Each person that was a general partner when the obligation was incurred and that has

not been released from the obligation under § 7-13.1-607 shall contribute to the partnership for the

purpose of enabling the partnership to satisfy the obligation. The contribution due from each of

those persons is in proportion to the right to receive distributions in the capacity of a general partner

in effect for each of those persons when the obligation was incurred.

(2) If a person does not contribute the full amount required under subsection (c)(1) of this

section with respect to an unsatisfied obligation of the partnership, the other persons required to

contribute by subsection (c)(1) of this section on account of the obligation shall contribute the

additional amount necessary to discharge the obligation. The additional contribution due from each

of those other persons is in proportion to the right to receive distributions in the capacity of a general

partner in effect for each of those other persons when the obligation was incurred.

(3) If a person does not make the additional contribution required by subsection (c)(2) of

this section, further additional contributions are determined and due in the same manner as provided

in that subsection.

(d) A person that makes an additional contribution under subsections (c)(2) or (c)(3) of this

section may recover from any person whose failure to contribute under subsections (c)(1) or (c)(2)

of this section necessitated the additional contribution. A person may not recover under this

subsection more than the amount additionally contributed. A person's liability under this subsection

may not exceed the amount the person failed to contribute.

(e) All distributions made under subsections (b) and (c) of this section must be paid in

money.

7-13.1-811. Revocation of a certificate of limited partnership.

(a) The certificate of limited partnership may be revoked by the secretary of state under the

conditions prescribed in this section when it is established that:

(1) The limited partnership procured its certificate of limited partnership through fraud;

(2) The limited partnership has continued to exceed or abuse the authority conferred upon

it by law;

(3) The limited partnership has failed to file its annual report within the time required by

this chapter;

(4) The limited partnership has failed to pay any required fees to the secretary of state when

they have become due and payable;

(5) The secretary of state has received notice from the division of taxation, in accordance

with § 7-13.1-215, that the limited partnership has failed to pay any fees or taxes due this state;

(6) The limited partnership has failed for thirty (30) days to appoint and maintain a

registered agent in this state as required by this chapter;

(7) The limited partnership has failed, after change of its registered agent, to file in the

office of the secretary of state a statement of the change as required by this chapter;

(8) The limited partnership has failed to file in the office of the secretary of state any

amendment to its certificate of limited partnership or any articles of dissolution, merger, or

consolidation as prescribed by this chapter; or

(9) A misrepresentation has been made of any material matter in any application, report,

affidavit, or other document submitted by the limited partnership pursuant to this chapter.

(b) No certificate of limited partnership of a limited partnership shall be revoked by the

secretary of state unless:

(1) The secretary of state shall have given the limited partnership notice thereof not less

than sixty (60) days prior to such revocation by regular mail addressed to the registered agent in

this state on file with the secretary of state's office, which notice shall specify the basis for the

revocation; provided, however, that if a prior mailing addressed to the address of the registered

agent of the limited partnership in this state currently on file with the secretary of state's office has

been returned as undeliverable by the United States Postal Service for any reason, or if the

revocation notice is returned as undeliverable by the United States Postal Service for any reason,

the secretary of state shall give notice as follows:

(i) To the limited partnership at its principal office of record as shown in its most recent

annual report, and no further notice shall be required; or

(ii) In the case of a limited partnership that has not yet filed an annual report, then to the

limited partnership at the principal office in the certificate of limited partnership and no further

notice shall be required; and

(2) The limited partnership fails prior to revocation to file the annual report, pay the fees

or taxes, file the required statement of change of registered agent, file the articles of amendment or

amendment to its registration or articles of dissolution, cancellation of registration, merger, or

consolidation, or correct the misrepresentation.

7-13.1-812. Issuance of certificates of revocation.

(a) Upon revoking any such certificate of limited partnership, the secretary of state shall:

(1) Issue a certificate of revocation in duplicate;

(2) File one of the certificates in the secretary of state's office;

(3) Send to the limited partnership by regular mail a certificate of revocation, addressed to

the registered agent of the limited partnership in this state on file with the secretary of state's office;

provided, however, that if a prior mailing addressed to the address of the registered agent of the

limited partnership in this state currently on file with the secretary of state's office has been returned

to the secretary of state as undeliverable by the United States Postal Service for any reason, or if

the revocation certificate is returned as undeliverable to the secretary of state's office by the United

States Postal Service for any reason, the secretary of state shall give notice as follows:

(i) To the limited partnership at its principal office of record as shown in its most recent

annual report, and no further notice shall be required; or

(ii) In the case of a limited partnership that has not yet filed an annual report, then to the

domestic limited-liability company at the principal office in the articles of organization or to the

authorized person listed on the articles of organization, and no further notice shall be required.

(b) A limited partnership that is revoked continues in existence as an entity but may not

carry on any activities except as necessary to wind up its activities and affairs and liquidate its

assets under §§ 7-13.1-802, 7-13.1-806, 7-13.1-807, 7-13.1-808, and 7-13.1-810, or to apply for

reinstatement under § 7-13.1-812 7-13.1-813.

agent.

7-13.1-813. Reinstatement.

(a) Within ten (10) years after issuing a certificate of revocation as provided in § 7-13.1-

812, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the

limited partnership in good standing as if its certificate of limited partnership had not been revoked

except as subsequently provided:

(1) On the filing by the limited partnership of the documents it had previously failed to file

as set forth in §§ 7-13.1-811(a)(3) through (6);

(2) On the payment by the limited partnership of a penalty in the amount of fifty dollars

($50.00) for each year or part of year that has elapsed since the issuance of the certificate of

revocation; and

(3) Upon the filing by the limited partnership of a certificate of good standing from the

Rhode Island division of taxation.

(b) If, as permitted by the provisions of this chapter or chapters chapter 1.2, 6, 12 or 12.1,

or 13.1 of this title, another limited liability company, business or nonprofit corporation, registered

limited liability partnership or a limited partnership, or in each case domestic or foreign, authorized

and qualified to transact business in this state, bears or has filed a fictitious business name statement

as to or reserved or registered a name that is the same as, the name of the limited partnership with

respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of

state shall condition the withdrawal of the certificate of revocation on the reinstated limited

partnership amending its certificate of limited partnership so as to designate a name that is not the

same as its former name.

(d) (c) When reinstatement under this section has become effective, the following rules

apply:

(1) The reinstatement relates back to and takes effect as of the effective date of the

certificate of revocation.

(2) The limited partnership resumes carrying on its activities and affairs as if the revocation

had not occurred.

(3) The rights of a person arising out of an act or omission in reliance on the revocation

before the person knew or had notice of the reinstatement are not affected.

7-13.1-814. Judicial review of denial of reinstatement.

(a) If the secretary of state denies a limited partnership's application for reinstatement

following administrative dissolution, the secretary of state shall serve the partnership with a notice

in a record that explains the reasons for the denial.

(b) A limited partnership may seek judicial review of denial of reinstatement in the superior

court not later than thirty (30) days after service of the notice of denial.

PART 9

ACTIONS BY PARTNERS

7-13.1-901. Direct action by partner.

(a) Subject to subsection (b) of this section, a partner may maintain a direct action against

another partner or the limited partnership, with or without an accounting as to the partnership's

activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests,

including rights and interests under the partnership agreement or this chapter or arising

independently of the partnership relationship.

(b) A partner maintaining a direct action under this section must plead and prove an actual

or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by

the limited partnership.

by law.

7-13.1-902. Derivative action.

A partner may maintain a derivative action to enforce a right of a limited partnership if:

(1) The partner first makes a demand on the general partners, requesting that they cause

the partnership to bring an action to enforce the right, and the general partners do not bring the

action within a reasonable time; or

(2) A demand under subsection (1) of this section would be futile.

7-13.1-903. Proper plaintiff.

A derivative action to enforce a right of a limited partnership may be maintained only by a

person that is a partner at the time the action is commenced and:

(1) Was a partner when the conduct giving rise to the action occurred; or

(2) Whose status as a partner devolved on the person by operation of law or pursuant to the

terms of the partnership agreement from a person that was a partner at the time of the conduct.

7-13.1-904. Pleading.

In a derivative action, the complaint must state with particularity:

(1) The date and content of plaintiff's demand and the response to the demand by the

general partner; or

(2) Why the demand should be excused as futile.

7-13.1-905. Special litigation committee.

(a) If a limited partnership is named as or made a party in a derivative proceeding, the

partnership may appoint a special litigation committee to investigate the claims asserted in the

proceeding and determine whether pursuing the action is in the best interests of the partnership. If

the partnership appoints a special litigation committee, on motion by the committee made in the

name of the partnership, except for good cause shown, the court shall stay discovery for the time

reasonably necessary to permit the committee to make its investigation. This subsection does not

prevent the court from:

(1) Enforcing a person's right to information under §§ 7-13.1-304 or 7-13.1-407; or

(2) Granting extraordinary relief in the form of a temporary restraining order or preliminary

injunction.

(b) A special litigation committee must be composed of one or more disinterested and

independent individuals, who may be partners.

(1) By a majority of the general partners not named as parties in the proceeding; or

(2) If all general partners are named as parties in the proceeding, by a majority of the

general partners named as defendants.

(d) After appropriate investigation, a special litigation committee may determine that it is

in the best interests of the limited partnership that the proceeding:

(1) Continue under the control of the plaintiff;

(2) Continue under the control of the committee;

(3) Be settled on terms approved by the committee; or

(4) Be dismissed.

(e) After making a determination under subsection (d) of this section, a special litigation

committee shall file with the court a statement of its determination and its report supporting its

determination and shall serve each party with a copy of the determination and report. The court

shall determine whether the members of the committee were disinterested and independent and

whether the committee conducted its investigation and made its recommendation in good faith,

independently, and with reasonable care, with the committee having the burden of proof. If the

court finds that the members of the committee were disinterested and independent and that the

committee acted in good faith, independently, and with reasonable care, the court shall enforce the

determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered

under subsection (a) of this section and allow the action to continue under the control of the

plaintiff.

7-13.1-906. Proceeds and expenses.

(a) Except as otherwise provided in subsection (b) of this section:

(1) Any proceeds or other benefits of a derivative action, whether by judgment,

compromise, or settlement, belong to the limited partnership and not to the plaintiff; and

(2) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the

partnership.

(b) If a derivative action is successful in whole or in part, the court may award the plaintiff

reasonable expenses, including reasonable attorneys' fees and costs, from the recovery of the

limited partnership.

or settled without the court's approval.

PART 10

FOREIGN LIMITED PARTNERSHIPS

7-13.1-1001. Governing law.

(a) The law of the jurisdiction of formation of a foreign limited partnership governs:

(1) The internal affairs of the partnership;

(2) The liability of a partner as partner for a debt, obligation, or other liability of the

partnership; and

(3) The liability of a series of the partnership.

(b) A foreign limited partnership is not precluded from registering to do business in this

state because of any difference between the law of its jurisdiction of formation and the law of this

state.

authorize the foreign partnership to engage in any activities and affairs or exercise any power that

a limited partnership may not engage in or exercise in this state.

7-13.1-1002. Registration to do business in this state.

(a) A foreign limited partnership may not do business in this state until it registers with the

secretary of state under this part.

(b) A foreign limited partnership doing business in this state may not maintain an action or

proceeding in this state unless it is registered to do business in this state.

not impair the validity of a contract or act of the partnership or preclude it from defending an action

or proceeding in this state.

(d) A limitation on the liability of a general partner or limited partner of a foreign limited

partnership is not waived solely because the partnership does business in this state without

registering to do business in this state.

(e) Section 7-13.1-1001(a) and 7-13.1-1001(b) applies even if the foreign limited

partnership fails to register under this part.

7-13.1-1003. Foreign registration statement.

To register to do business in this state, a foreign limited partnership must deliver a foreign

registration statement to the secretary of state for filing. The statement must state:

(1) The name of the partnership and, if the name does not comply with § 7-13.1-114, an

alternate name adopted pursuant to § 7-13.1-1006(a);

(2) That the partnership is a foreign limited partnership;

(3) The partnership's jurisdiction of formation;

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

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

(6) The street and mailing addresses of the partnership's principal office and, if the law of

the partnership's jurisdiction of formation requires the partnership to maintain an office in that

jurisdiction, the street and mailing addresses of the required office;

(7) The name and street and mailing addresses of the partnership's registered agent in this

state;

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

partnership for service of process if no agent has been appointed, or, if appointed, the agent’s

authority has been revoked or if the agent cannot be found or served with the exercise of reasonable

diligence; and

(9) 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.

7-13.1-1004. Amendment of foreign registration statement.

A registered foreign limited partnership shall deliver to the secretary of state for filing an

amendment to its foreign registration statement if there is a change in:

(1) The name of the partnership;

(2) The alternate name adopted pursuant to § 7-13.1-1006(a); or

(3) The general partners of record.

7-13.1-1005. Activities not constituting doing business.

(a) Activities of a foreign limited partnership which do not constitute doing business in this

state under this part include:

(1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;

(2) Carrying on any activity concerning its internal affairs, including holding meetings of

its partners;

(3) Maintaining accounts in financial institutions;

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

of the partnership or maintaining trustees or depositories with respect to those securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders by any means if the orders require acceptance outside this

state before they become contracts;

(7) Creating or acquiring indebtedness, mortgages, or security interests in property;

(8) Securing or collecting debts or enforcing mortgages or security interests in property

securing the debts and holding, protecting, or maintaining property;

(9) Conducting an isolated transaction that is not in the course of similar transactions;

(10) Owning, without more, property; and

(11) Doing business in interstate commerce.

(b) A person does not do business in this state solely by being a partner of a foreign limited

partnership that does business in this state.

foreign limited partnership to service of process, taxation, or regulation under law of this state other

than this chapter.

7-13.1-1006. Noncomplying name of foreign limited partnership.

(a) A foreign limited partnership whose name does not comply with § 7-13.1-114 may not

alternate name that complies with § 7-13.1-114. After registering to do business in this state with

an alternate name, a partnership shall do business in this state under:

(1) The alternate name;

(2) The partnership's name, with the addition of its jurisdiction of formation; or

(3) A name the partnership is authorized to use under the law of this state other than this

chapter.

(b) If a registered foreign limited partnership changes its name to one that does not comply

with § 7-13.1-114, it may not do business in this state until it complies with subsection (a) of this

section by amending its registration to adopt an alternate name that complies with § 7-13.1-114.

7-13.1-1007. Withdrawal deemed on conversion to domestic filing entity or domestic

limited liability partnership.

A registered foreign limited partnership that converts to a domestic limited liability

partnership or to a domestic entity whose formation requires delivery of a record to the secretary

of state for filing is deemed to have withdrawn its registration on the effective date of the

conversion.

7-13.1-1008. Withdrawal on dissolution or conversion to nonfiling entity other than

limited liability partnership.

(a) A registered foreign limited partnership that has dissolved and completed winding up

or has converted to a domestic or foreign entity whose formation does not require the public filing

of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the

secretary of state for filing. The statement must state:

(1) In the case of a partnership that has completed winding up:

(i) Its name and jurisdiction of formation;

(ii) That the partnership surrenders its registration to do business in this state;

(iii) That the limited partnership revokes the authority of its registered agent in this state 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 limited partnership was

authorized to transact business in this state may subsequently be made on the limited partnership

by service on the secretary of state in accordance with subsection (b) of this section;

(iv) The post office address to which the secretary of state may mail a copy of any process

against the limited partnerships that is served on the secretary of state; and

(v) A statement that the limited partnership certifies that it has no outstanding tax

obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes.

(2) In the case of a partnership that has converted:

(i) The name of the converting partnership and its jurisdiction of formation;

(ii) The type of entity to which the partnership has converted and its jurisdiction of

formation;

(iii) That the converted entity surrenders the converting partnership’s registration to do

business in this state and revokes the authority of the converting partnership’s registered agent to

act as registered agent in this state on behalf of the partnership or the converted entity;

(iv) A mailing address to which service of process may be made under subsection (b), of

this section; and

(v) A statement that the limited partnership certifies that it has no outstanding tax

obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes.

(b) After a withdrawal under this section has become effective, service of process in any

action or proceeding based on a cause of action arising during the time the foreign limited

partnership was registered to do business in this state may be made pursuant to § 7-13.1-121.

7-13.1-1009. Transfer of registration.

(a) When a registered foreign limited partnership has merged into a foreign entity that is

not registered to do business in this state or has converted to a foreign entity required to register

with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary

of state for filing an application for transfer of registration. The application must state:

(1) The name of the registered foreign limited partnership before the merger or conversion;

(2) That before the merger or conversion the registration pertained to a foreign limited

partnership;

(3) The name of the applicant foreign entity into which the foreign limited partnership has

merged or to which it has been converted and, if the name does not comply with § 7-13.1-114, an

alternate name adopted pursuant to § 7-13.1-1006(a);

(4) The type of entity of the applicant foreign entity and its jurisdiction of formation;

(5) The street and mailing addresses of the principal office of the applicant foreign entity

and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in

that jurisdiction, the street and mailing addresses of that office; and

(6) The name and street and mailing addresses of the applicant foreign entity's registered

agent in this state.

(b) When an application for transfer of registration takes effect, the registration of the

foreign limited partnership to do business in this state is transferred without interruption to the

foreign entity into which the partnership has merged or to which it has been converted.

7-13.1-1010. Revocation of registration.

(a) The registration of a foreign limited partnership may be revoked by the secretary of

state under the conditions prescribed in this section when it is established that:

(1) The limited partnership procured its certificate of registration through fraud;

(2) The limited partnership has continued to exceed or abuse the authority conferred upon

it by law;

(3) The limited partnership has failed to file its annual report within the time required by

this chapter;

(4) The limited partnership has failed to pay any required fees to the secretary of state when

they have become due and payable;

(5) The secretary of state has received notice from the division of taxation, in accordance

with § 7-13.1-214, that the limited partnership has failed to pay any fees or taxes due this state;

(6) The limited partnership has failed for thirty (30) days to appoint and maintain a

registered agent in this state as required by this chapter;

(7) The limited partnership has failed, after change of its registered agent, to file in the

office of the secretary of state a statement of the change as required by this chapter;

(8) The limited partnership has failed to file in the office of the secretary of state any

amendment to its certificate of registration or any articles of dissolution, merger, or consolidation

as prescribed by this chapter; or

(9) A misrepresentation has been made of any material matter in any application, report,

affidavit, or other document submitted by the limited partnership pursuant to this chapter.

(b) No certificate of registration of a limited partnership shall be revoked by the secretary

of state unless:

(1) The secretary of state shall have given the limited partnership notice thereof not less

than sixty (60) days prior to such revocation by regular mail addressed to the registered agent in

this state on file with the secretary of state's office, which notice shall specify the basis for the

revocation; provided, however, that if a prior mailing addressed to the address of the registered

agent of the limited partnership in this state currently on file with the secretary of state's office has

been returned as undeliverable by the United States Postal Service for any reason, or if the

revocation notice is returned as undeliverable by the United States Postal Service for any reason,

the secretary of state shall give notice as follows:

(i) To the limited partnership at its principal office of record as shown in its most recent

annual report, and no further notice shall be required; or

(ii) In the case of a limited partnership that has not yet filed an annual report, then to the

limited partnership at the principal office in the certificate of registration of limited partnership and

no further notice shall be required; and

(2) The limited partnership fails prior to revocation to file the annual report, pay the fees

or taxes, file the required statement of change of registered agent, file the amendment to its

registration or certificate of withdrawal of registration, merger, or consolidation, or correct the

misrepresentation.

7-13.1-1011. Issuance of certificates of revocation.

(a) Upon revoking any such certificate of registration of limited partnership, the secretary

of state shall: