(a)  To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing.

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Terms Used In Rhode Island General Laws 7-13.1-201

  • Certificate of limited partnership: means the certificate required by Rhode Island General Laws 7-13.1-102
  • Deliver: means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state. See 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

  • 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.
  • 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
  • Principal office: means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state. See Rhode Island General Laws 7-13.1-102
  • Registered agent: means an agent of a limited partnership or foreign limited partnership which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership. See Rhode Island General Laws 7-13.1-102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Rhode Island General Laws 7-13.1-102

(b)  A certificate of limited partnership must state:

(1)  The name of the limited partnership, which must comply with § 7-13.1-114;

(2)  The address of the partnership’s principal office;

(3)  The name and street address in this state of the partnership’s registered agent;

(4)  The name and address of each general partner; and

(5)  Whether the limited partnership is a limited liability limited partnership.

(c)  A certificate of limited partnership may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in § 7-13.1-105(c) and (d) in a manner inconsistent with that section.

(d)  A limited partnership is formed when:

(1)  The certificate of limited partnership becomes effective;

(2)  At least two (2) persons have become partners;

(3)  At least one person has become a general partner; and

(4)  At least one person has become a limited partner.

History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.