Introduced By: Senators DaPonte, Damiani, Connors, Irons and Gallo
Date Introduced : February 3, 1999
It is enacted by the General Assembly as follows:
SECTION 1. Section 7-12-56 of the General Laws in Chapter 7-12 entitled "Partnerships" is hereby amended to read as follows:
7-12-56. Registered limited liability partnerships. -- (1) To become and to continue as a registered limited liability partnership, a partnership shall file with the secretary of state an application or a renewal application, stating the name of the partnership, the address of its principal office, if the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state which a partnership shall be required to maintain; In addition, partnerships under this section shall provide the names and addresses of all resident partners, the place where the business records of the partnership are maintained, or if more than one location for business records is maintained, then the principal place of business of the partnership, number, a brief statement of the business in which the partnership engaged, and that the partnership thereby applies for status or renewal of its status, as a registered limited liability partnership.
(2) The application or renewal application shall be executed by a majority in interest of the partners or by one or more partners authorized to execute an application or renewal application.
(3) The application or renewal application shall be accompanied by a fee of one hundred dollars ($100) for each partner, not to exceed two thousand five hundred dollars ($2,500) for each partnership's initial filing or subsequent renewal application.
(4) The secretary of state shall register as a registered limited liability partnership, and shall renew the registration of any limited liability partnership, any partnership that submits a completed application or renewal application with the required fee.
(5) Registration shall be effective {DEL until the next August
30 DEL} {ADD for one (1) year ADD} after the date an application
is filed, unless voluntarily withdrawn by filing with the secretary
of state a written withdrawal notice executed by a majority in
interest of the partners or by one or more partners authorized
to execute a withdrawal. Registration, whether pursuant to an
original application or a renewal application, as a registered
limited liability partnership is renewed if, during the sixty
(60) day period preceding the date the application or renewal
application otherwise would have expired, the partnership filed
with the secretary of state a renewal application. A renewal application
expires one year after the date an original application would
have expired if the last renewal of the application had not occurred.
(6) The status of a partnership as a registered limited liability partnership shall not be affected by changes after the filing of an application or a renewal application in the information stated in the application or renewal application.
(7) The secretary of state may provide forms for application for
or renewal of registration {DEL , and all renewals shall be
filed with the secretary of state by September 1 of each year DEL}.
Any renewals shall maintain resident partners as set out in this
section.
(8) A partnership that registers as a registered limited liability partnership shall not be deemed to have dissolved as a result thereof and is for all purposes the same partnership that existed before the registration and continues to be a partnership under the laws of this state. If a registered limited liability partnership dissolves, a partnership which is a successor to such registered limited liability partnership and which intends to be a registered limited liability partnership shall not be required to file a new application and shall be deemed to have filed any documents required or permitted under this chapter which were filed by the predecessor partnership.
(9) The fact that an application or renewal application is on file in the office of the secretary of state is notice that the partnership is a registered limited liability partnership and is notice of all other facts set forth in the application or renewal application.
SECTION 2. This act shall take effect upon passage.
