(a)  A registered foreign limited liability partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the secretary of state for filing. The statement must state:

(1)  In the case of a partnership that has completed winding up:

(i)  Its name and jurisdiction of formation;

(ii)  That the partnership surrenders its registration to do business in this state;

(iii)  That the limited liability partnership revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the limited liability partnership was authorized to transact business in this state may subsequently be made on the limited liability partnership by service on the secretary of state in accordance with subsection (b) of this section; and

(iv)  The post office address to which the secretary of state may mail a copy of any process against the limited liability partnerships that is served on the secretary of state.

(2)  In the case of a partnership that has converted:

(i)  The name of the converting partnership and its jurisdiction of formation;

(ii)  The type of entity to which the partnership has converted and its jurisdiction of formation;

(iii)  That the converted entity surrenders the converting partnership’s registration to do business in this state and revokes the authority of the converting partnership’s registered agent to act as registered agent in this state on behalf of the partnership or the converted entity; and

(iv)  A mailing address to which service of process may be made under subsection (b) of this section.

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 7-12.1-1008

  • Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
  • Converted entity: means the converting entity as it continues in existence after a conversion. See Rhode Island General Laws 7-12.1-1101
  • Foreign limited liability partnership: means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Rhode Island General Laws 7-12.1-102
  • 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.
  • Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Rhode Island General Laws 7-12.1-102
  • 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.
  • Registered agent: means an agent of a limited liability partnership or foreign limited liability 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 7-12.1-102
  • Service of process: The service of writs or summonses to the appropriate party.
  • 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)  After a withdrawal under this section becomes effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability partnership was registered to do business in this state may be made pursuant to § 7-12.1-912.

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