2012 -- S 2353

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LC01171

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STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2012

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A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - LIMITED

PARTNERSHIPS

     Introduced By: Senators Gallo, and Miller

     Date Introduced: February 09, 2012

     Referred To: Senate Corporations

It is enacted by the General Assembly as follows:

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     SECTION 1. Section 7-13-48 of the General Laws in Chapter 7-13 entitled "Limited

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Partnerships" is hereby amended to read as follows:

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     7-13-48. Applicable law. -- Subject to the constitution of this state:

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

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

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

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partnerships;

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

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difference between those laws and the laws of this state.; and

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

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

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this state.

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     SECTION 2. Chapter 7-13 of the General Laws entitled "Limited Partnerships" is hereby

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amended by adding thereto the following section:

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     7-13-52.1. Foreign Application for Transfer of Authority. – (a) A duly authorized

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foreign limited partnership in the state of Rhode Island that converts into any form of foreign or

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other entity subject to the provisions of Title 7 and the resulting entity is required to file for

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authority to transact business in this state may apply for a transfer of authority in the office of the

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secretary of state by filing:

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     (1) An Application for Transfer of Authority that has been executed and filed in

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accordance with section 7-13-11;

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

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resulting entity type; and

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

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

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     (b) The Application for Transfer of Authority shall state:

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     (1) The name of the limited partnership;

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

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

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     (c) Upon the effective time and date of the Application for Transfer of Authority, the

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

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

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subject to the provisions of the laws of the state of Rhode Island applicable to that type of

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resulting entity.

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     SECTION 3. This act shall take effect upon passage.

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LC01171

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - LIMITED

PARTNERSHIPS

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     This act would clarify the authority of foreign limited liability limited partnerships.

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     This act would take effect upon passage.

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LC01171

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