(a)  A domestic partnership may convert to a different type of entity under this part by approving a plan of conversion. The plan must be in a record and contain:

(1)  The name of the converting partnership;

(2)  The name, jurisdiction of formation, and type of entity of the converted entity;

(3)  The manner of converting the interests in the converting partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;

(4)  The proposed public organic record of the converted entity if it will be a filing entity;

(5)  The full text of the private organic rules of the converted entity which are proposed to be in a record;

(6)  The other terms and conditions of the conversion; and

(7)  Any other provision required by the law of this state or the partnership agreement of the converting partnership.

lawyer at desk

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Rhode Island General Laws 7-12.1-1142

  • Conversion: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
  • Converted entity: means the converting entity as it continues in existence after a conversion. See Rhode Island General Laws 7-12.1-1101
  • Filing entity: means an entity whose formation requires the filing of a public organic record. See Rhode Island General Laws 7-12.1-1101
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Organic rules: means the public organic record and private organic rules of an entity. See Rhode Island General Laws 7-12.1-1101
  • 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 partnership concerning the matters described in Rhode Island General Laws 7-12.1-102
  • Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-12.1-1101
  • Plan of conversion: means a plan under Rhode Island General Laws 7-12.1-1101
  • Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Rhode Island General Laws 7-12.1-102
  • Public organic record: means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. See Rhode Island General Laws 7-12.1-1101
  • 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 7-12.1-102
  • Type of entity: means a generic form of entity:

    (i)  Recognized at common law; or

    (ii)  Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. See Rhode Island General Laws 7-12.1-1101

(b)  In addition to the requirements of subsection (a) of this section, a plan of conversion may contain any other provision not prohibited by law.

History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.