(a)  A person knows a fact if the person:

(1)  Has actual knowledge of it; or

(2)  Is deemed to know it under subsection (d)(1) of this section or law other than this chapter.

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Terms Used In Rhode Island General Laws 7-12.1-103

  • Articles of merger: means a statement under Rhode Island General Laws 7-12.1-1101
  • Conversion: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
  • Domestication: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
  • Fraud: Intentional deception resulting in injury to another.
  • Interest: means :

    (i)  A share in a business corporation;

    (ii)  A membership in a nonprofit corporation;

    (iii)  A partnership interest in a general partnership;

    (iv)  A partnership interest in a limited partnership;

    (v)  A membership interest in a limited liability company;

    (vi)  A share in a general cooperative association;

    (vii)  A member's interest in a limited cooperative association;

    (viii)  A membership in an unincorporated nonprofit association;

    (ix)  A beneficial interest in a statutory trust, business trust, or common-law business trust; or

    (x)  A governance interest or distributional interest in any other type of unincorporated entity. See Rhode Island General Laws 7-12.1-1101

  • Interest exchange: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
  • Merger: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
  • Partner: means a person that:

    (i)  Has become a partner in a partnership under 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.
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, 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 7-12.1-102
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Transfer: includes :

    (i)  An assignment;

    (ii)  A conveyance;

    (iii)  A sale;

    (iv)  A lease;

    (v)  An encumbrance, including a mortgage or security interest;

    (vi)  A gift; and

    (vii)  A transfer by operation of law. See Rhode Island General Laws 7-12.1-102

(b)  A person has notice of a fact if the person:

(1)  Has reason to know the fact from all the facts known to the person at the time in question; or

(2)  Is deemed to have notice of the fact under subsection (d)(2) of this section.

(c)  Subject to § 7-12.1-117(f), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

(d)  A person not a partner is deemed:

(1)  To know of a limitation on authority to transfer real property as provided in § 7-12.1-303(g); and

(2)  To have notice of:

(i)  A person’s dissociation as a partner ninety (90) days after a statement of dissociation under § 7-12.1-704 becomes effective; and

(ii)  A partnership‘s:

(A)  Dissolution ninety (90) days after a statement of dissolution under § 7-12.1-802 becomes effective;

(B)  Termination ninety (90) days after a statement of termination under § 7-12.1-802 becomes effective; and

(C)  Participation in a merger, interest exchange, conversion, or domestication, ninety (90) days after articles of merger, interest exchange, conversion, or domestication under Article 11 of this chapter become effective.

(e)  A partner’s knowledge or notice of a fact relating to the partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.

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