Rhode Island General Laws 7-13.1-112. Application to existing relationships — Effect of repeal of prior acts
(a) Before January 1, 2024, this chapter governs only:
(1) A limited partnership formed on or after January 1, 2023; and
(2) Except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before January 1, 2023, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
Terms Used In Rhode Island General Laws 7-13.1-112
- Certificate of limited partnership: means the certificate required by Rhode Island General Laws 7-13.1-102
- General partner: means a person that:
(i) Has become a general partner under Rhode Island General Laws 7-13.1-102
- Limited partner: means a person that:
(i) Has become a limited partner under Rhode Island General Laws 7-13.1-102
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partner: means a limited partner or general partner. See Rhode Island General Laws 7-13.1-102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in Rhode Island General Laws 7-13.1-102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, cooperative housing corporation, workers' cooperative, producers' cooperative, consumer's cooperative, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Rhode Island General Laws 7-13.1-102
(b) Except as otherwise provided in subsections (c) and (d) of this section, on and after January 1, 2024, this chapter governs all limited partnerships.
(c) With respect to a limited partnership formed before January 1, 2023, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Section 7-13.1-110(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2023.
(2) The limited partnership is not required to amend its certificate of limited partnership to comply with § 7-13.1-201(b)(5).
(3) Sections 7-13.1-601 and 7-13.1-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2023.
(4) Section 7-13.1-603(4) does not apply.
(5) Section 7-13.1-603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2023.
(6) Section 7-13.1-801(a)(3) does not apply and the connection between a person‘s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2023.
(d) With respect to a limited partnership that elects pursuant to subsection (a)(2) of this section to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership’s general partners to third parties apply:
(1) Before January 1, 2024, to:
(i) A third party that had not done business with the limited partnership in the year before the election took effect; and
(ii) A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has been notified of the election; and
(2) On and after January 1, 2024, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subsection (d)(1)(ii) of this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.