(a)  A domestic limited partnership may be the acquired entity in an interest exchange under this subpart by approving a plan of interest exchange. The plan must be in a record and contain:

(1)  The name of the acquired entity;

(2)  The name, jurisdiction of formation, and type of entity of the acquiring entity;

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

(4)  Any proposed amendments to:

(i)  The certificate of limited partnership of the acquired entity; and

(ii)  The partnership agreement of the acquired entity that are, or are proposed to be, in a record;

(5)  The other terms and conditions of the interest exchange; and

(6)  Any other provision required by the law of this state or the partnership agreement of the acquired entity.

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Terms Used In Rhode Island General Laws 7-13.1-1132

  • Acquired entity: means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. See Rhode Island General Laws 7-13.1-1101
  • Acquiring entity: means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. See Rhode Island General Laws 7-13.1-1101
  • Certificate of limited partnership: means the certificate required by Rhode Island General Laws 7-13.1-102
  • 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 7-13.1-1101

  • Interest exchange: means a transaction authorized by subpart 3. See Rhode Island General Laws 7-13.1-1101
  • 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.
  • 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 limited partnership concerning the matters described in Rhode Island General Laws 7-13.1-102
  • Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-13.1-1101
  • Plan of interest exchange: means a plan under Rhode Island General Laws 7-13.1-1101
  • Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Rhode Island General Laws 7-13.1-102
  • 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 7-13.1-102
  • 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 7-13.1-1101

(b)  In addition to the requirements of subsection (a) of this section, a plan of interest exchange may contain any other provision not prohibited by law.

History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.