Rhode Island General Laws 7-12.1-601. Events causing dissociation
A person is dissociated as a partner when:
(1) The partnership knows or has notice of the person’s express will to withdraw as a partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date;
(2) An event stated in the partnership agreement as causing the person’s dissociation occurs;
(3) The person is expelled as a partner pursuant to the partnership agreement;
(4) The person is expelled as a partner by the affirmative vote or consent of all the other partners if:
(i) It is unlawful to carry on the partnership business with the person as a partner;
(ii) There has been a transfer of all of the person’s transferable interest in the partnership, other than:
(A) A transfer for security purposes; or
(B) A charging order in effect under § 7-12.1-504 which has not been foreclosed;
(iii) The person is an entity and:
(A) The partnership notifies the person that it will be expelled as a partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person’s charter or the equivalent has been revoked, or the person’s right to conduct business has been suspended by the person’s jurisdiction of formation; and
(B) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, or the person’s charter or the equivalent or right to conduct business has not been reinstated; or
(iv) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
(5) On application by the partnership or another partner, the person is expelled as a partner by judicial order because the person:
(i) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership’s business;
(ii) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under § 7-12.1-409; or
(iii) Has engaged or is engaging in conduct relating to the partnership’s business which makes it not reasonably practicable to carry on the business with the person as a partner;
(6) The person:
(i) Becomes a debtor in bankruptcy;
(ii) Signs an assignment for the benefit of creditors; or
(iii) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person’s property;
(7) In the case of an individual:
(i) The individual dies;
(ii) A guardian or general conservator for the individual is appointed; or
(iii) A court orders that the individual has otherwise become incapable of performing the individual’s duties as a partner under this chapter or the partnership agreement;
(8) In the case of a person that is a testamentary or inter vivos trust or is acting as a partner by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the partnership is distributed;
(9) In the case of a person that is an estate or is acting as a partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the partnership is distributed;
(10) In the case of a person that is not an individual, the existence of the person terminates;
(11) The partnership participates in a merger under Article 11 of this chapter and:
(i) The partnership is not the surviving entity; or
(ii) Otherwise as a result of the merger, the person ceases to be a partner;
(12) The partnership participates in an interest exchange under Article 11 of this chapter and, as a result of the interest exchange, the person ceases to be a partner;
(13) The partnership participates in a conversion under Article 11 of this chapter;
(14) The partnership participates in a domestication under Article 11 of this chapter and, as a result of the domestication, the person ceases to be a partner; or
(15) The partnership dissolves and completes winding up.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
Terms Used In Rhode Island General Laws 7-12.1-601
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
- 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
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Inter vivos: Transfer of property from one living person to another living person.
- 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
- 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.
- Merger: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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.
- 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
- 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
- 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
- Surviving entity: means the entity that continues in existence after or is created by a merger. See Rhode Island General Laws 7-12.1-1101
- 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
- Transferable interest: means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a partnership, whether or not the person remains a partner or continues to own any part of the right. See Rhode Island General Laws 7-12.1-102
- Trustee: A person or institution holding and administering property in trust.