(a)  A domestic limited partnership may become a foreign limited partnership in a domestication by approving a plan of domestication. The plan must be in a record and contain:

(1)  The name of the domesticating limited partnership;

(2)  The name and jurisdiction of formation of the domesticated limited partnership;

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

(4)  The proposed certificate of limited partnership of the domesticated limited partnership;

(5)  The full text of the provisions of the partnership agreement of the domesticated limited partnership, that are proposed to be in a record;

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

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

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Terms Used In Rhode Island General Laws 7-13.1-1152

  • Certificate of limited partnership: means the certificate required by Rhode Island General Laws 7-13.1-102
  • Domesticated limited partnership: means the domesticating limited partnership as it continues in existence after a domestication. See Rhode Island General Laws 7-13.1-1101
  • Domesticating limited partnership: means the domestic limited partnership that approves a plan of domestication pursuant to Rhode Island General Laws 7-13.1-1101
  • Domestication: means a transaction authorized by subpart 5. See Rhode Island General Laws 7-13.1-1101
  • Foreign limited partnership: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this state. See Rhode Island General Laws 7-13.1-102
  • 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.
  • 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
  • Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-13.1-1101
  • Plan of domestication: means a plan under Rhode Island General Laws 7-13.1-1101
  • Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Rhode Island General Laws 7-13.1-102
  • 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)  In addition to the requirements of subsection (a) of this section, a plan of domestication may contain any other provision not prohibited by law.

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