(a)  By complying with this part, a domestic partnership may become:

(1)  A domestic entity that is a different type of entity; or

(2)  A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.

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Terms Used In Rhode Island General Laws 7-12.1-1141

  • Conversion: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
  • Foreign partnership: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a partnership if formed under the law of this state. See 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
  • Merger: means a transaction authorized by 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.
  • Protected agreement: means :

    (i)  A record evidencing indebtedness and any related agreement in effect on January 1, 2023;

    (ii)  An agreement that is binding on an entity on January 1, 2023;

    (iii)  The organic rules of an entity in effect on January 1, 2023; or

    (iv)  An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2023. See Rhode Island General Laws 7-12.1-1101

  • 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)  By complying with the provisions of this part applicable to foreign entities, a foreign entity that is not a foreign partnership may become a domestic partnership if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.

(c)  If a protected agreement contains a provision that applies to a merger of a domestic partnership but does not refer to a conversion, the provision applies to a conversion of the partnership as if the conversion were a merger until the provision is amended after January 1, 2023.

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