2012 -- S 2352

=======

LC01169

=======

STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2012

____________

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS --

PARTNERSHIPS--FILING

     Introduced By: Senators Lanzi, Miller, DiPalma, Tassoni, and Sosnowski

     Date Introduced: February 09, 2012

     Referred To: Senate Corporations

It is enacted by the General Assembly as follows:

1-1

     SECTION 1. Section 7-12-59 of the General Laws in Chapter 7-12 entitled

1-2

"Partnerships" is hereby amended to read as follows:

1-3

     7-12-59. Applicability to foreign and interstate commerce. -- (a) A partnership,

1-4

including a registered limited liability partnership, formed and existing pursuant to an agreement

1-5

governed by this chapter may conduct its business, carry on its operations and have and exercise

1-6

the powers granted by this chapter in any state, territory, district or possession of the United

1-7

States or in any foreign country.

1-8

      (b) It is the intent of the general assembly that the legal existence of partnerships,

1-9

including registered limited liability partnerships, formed in this state are recognized outside the

1-10

boundaries of this state and that, subject to any reasonable requirement of registration, a

1-11

partnership, including a registered limited liability partnership, formed pursuant to an agreement

1-12

governed by this chapter and transacting business outside this state is granted the protection of

1-13

full faith and credit under the Constitution of the United States.

1-14

      (c) The liability of partners in a partnership, including registered limited liability

1-15

partnerships, formed and existing pursuant to an agreement governed by this chapter for the debts

1-16

and obligations of the partnership, is at all times determined exclusively by the laws of this state.

1-17

      (d) Before transacting business in this state, a foreign registered limited liability

1-18

partnership shall comply with any statutory or administrative registration or filing requirements

1-19

governing the specific type of business in which the partnership is engaged, and file a notice with

2-1

the secretary of state, on any forms that the Secretary provides, stating:

2-2

      (1) The name of the partnership;

2-3

      (2) The jurisdiction, the laws of which govern its partnership agreement and under which

2-4

it is registered as a limited liability partnership;

2-5

      (3) The address of its principal office;

2-6

      (4) If the partnership's principal office is not located in this state;

2-7

      (5) The address of a registered office and the name and address of a registered agent for

2-8

service of process in this state which the partnership shall be required to maintain;

2-9

      (6) The names and addresses of all resident partners in this state;

2-10

      (7) A brief statement of the business in which the partnership engages;

2-11

      (8) Any other information that the partnership determines to include,

2-12

      (9) A statement that the partnership is a registered limited liability partnership. The

2-13

notice shall be accompanied by a fee of one thousand dollars ($1,000). The notice is effective for

2-14

two (2) years from the date of filing, provided it is in compliance with section 7-12-56, after

2-15

which time the partnership shall file a new notice. The filing of the notice with the secretary of

2-16

state makes it unnecessary to file any other documents under sections 6-1-1 -- 6-1-4.

2-17

      (e) The name of a foreign registered limited liability partnership doing business in this

2-18

state shall contain the words "Registered Limited Liability Partnership" or "L.L.P." or "LLP", or

2-19

any other similar words or abbreviation as are required or authorized by the laws of the state

2-20

where the partnership is registered, as the last words or letters of its name.

2-21

      (f) The internal affairs of foreign registered limited liability partnerships, including the

2-22

liability of partners for debts, obligations and liabilities of or chargeable to the partnership or

2-23

another partner or partners, are subject to and governed by the laws of the jurisdiction in which

2-24

the foreign registered limited liability partnership is registered.

2-25

     SECTION 2. This act shall take effect upon passage.

=======

LC01169

========

EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS --

PARTNERSHIPS--FILING

***

3-1

     This act would remove a reference to an incorrect clause in a section of the general laws

3-2

pertaining to partnerships.

3-3

     This act would take effect upon passage.

=======

LC01169

=======