Title 7
Corporations, Associations, and Partnerships

Chapter 13.1
Uniform Limited Partnership Act

Part 8
Dissolution and Winding Up

§ 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retroactively reinstate the limited partnership in good standing as if its certificate of limited partnership had not been revoked except as subsequently provided: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 chapter 1.2, 6, or 12.1 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the same as, the name of the limited partnership with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation on the reinstated limited partnership amending its certificate of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.

(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.