(a)  Except as otherwise provided in subsection (d) of this section, a dissolved limited liability partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section.

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Terms Used In Rhode Island General Laws 7-12.1-807

  • in writing: include printing, engraving, lithographing, and photo-lithographing, and all other representations of words in letters of the usual form. See Rhode Island General Laws 43-3-16
  • 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
  • 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)  A dissolved limited liability partnership may in a record notify its known claimants of the dissolution. The notice must:

(1)  Specify the information required to be included in a claim;

(2)  State that a claim must be in writing and provide a mailing address to which the claim is to be sent;

(3)  State the deadline for receipt of a claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant;

(4)  State that the claim will be barred if not received by the deadline; and

(5)  Unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on § 7-12.1-306.

(c)  A claim against a dissolved limited liability partnership is barred if the requirements of subsection (b) of this section are met and:

(1)  The claim is not received by the specified deadline; or

(2)  If the claim is timely received but rejected by the limited liability partnership:

(i)  The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than ninety (90) days after the claimant receives the notice; and

(ii)  The claimant does not commence the required action not later than ninety (90) days after the claimant receives the notice.

(d)  This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.

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