2013 -- S 0668

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LC01175

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STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2013

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A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS

     Introduced By: Senators Pichardo, Walaska, Picard, Doyle, and Pearson

     Date Introduced: March 06, 2013

     Referred To: Senate Corporations

It is enacted by the General Assembly as follows:

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     SECTION 1. Section 7-13-10 and 7-13-53 of the General Laws in Chapter 7-13 entitled

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"Limited Partnerships" are hereby amended to read as follows:

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     7-13-10. Cancellation of certificate. -- A certificate of limited partnership is cancelled

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upon the dissolution and the commencement of winding up of the partnership or at any other time

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there are no limited partners, or upon the conversion of a limited partnership to a limited liability

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company. When all fees and taxes have been paid to the tax administrator, a A certificate of

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cancellation shall be filed in the office of the secretary of state and state:

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      (1) The name of the limited partnership;

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      (2) The date of filing of its certificate of limited partnership or certificate of conversion

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from a limited partnership to a limited liability company, as the case may be;

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      (3) The reason for filing the certificate of cancellation;

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      (4) The effective date (which shall be a date certain) of cancellation if it is not to be

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effective upon the filing of the certificate; and

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      (5) Any other information the general partners filing the certificate determine.

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     7-13-53. Cancellation of registration. -- When all fees and taxes have been paid to the

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tax administrator, a A foreign limited partnership may cancel its registration by filing with the

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secretary of state a certificate of cancellation signed and sworn to by a general partner. In filing a

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certificate of cancellation the foreign limited partnership revokes the authority of its registered

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agent to accept service of process and consents that service of process in any action, suit or

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proceeding based upon any cause of action arising in this state during the time the foreign limited

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partnership was authorized to transact business in this state may subsequently be made on the

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foreign limited partnership by service on the secretary of state. The certificate of cancellation

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must include the post office address to which the secretary of state may mail a copy of any

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process against the foreign limited partnership that is served on the secretary of state.

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     SECTION 2. This act shall take effect upon passage.

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LC01175

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS

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     This act would permit limited partnerships to file a certificate of cancellation when all

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fees and taxes have been paid to the tax administrator.

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     This act would take effect upon passage.

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LC01175

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