(a)  A domestic limited liability partnership may become a foreign limited liability 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 liability partnership;

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

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

(4)  The proposed statement of qualification of the domesticated limited liability partnership;

(5)  The full text of the provisions of the partnership agreement of the domesticated limited liability 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 liability partnership.

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Terms Used In Rhode Island General Laws 7-12.1-1152

  • Domesticated limited liability partnership: means a domesticating limited liability partnership as it continues in existence after a domestication. See Rhode Island General Laws 7-12.1-1101
  • Domesticating limited liability partnership: means the domestic limited liability partnership that approves a plan of domestication pursuant to Rhode Island General Laws 7-12.1-1101
  • Domestication: means a transaction authorized by 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.
  • 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 domestication: 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
  • 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

(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. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.