Rhode Island General Laws 7-13.1-1134. Amendment or abandonment of plan of interest exchange
(a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
Terms Used In Rhode Island General Laws 7-13.1-1134
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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
- Partner: means a limited partner or general partner. See Rhode Island General Laws 7-13.1-102
- 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 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
- Statement of interest exchange: means a statement under Rhode Island General Laws 7-13.1-1101
(b) A domestic acquired limited partnership may approve an amendment of a plan of interest exchange:
(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change:
(i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the acquired partnership under the plan;
(ii) The certificate of limited partnership or partnership agreement of the acquired partnership that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the partners of the acquired partnership under this chapter or the partnership agreement; or
(iii) Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(c) After a plan of interest exchange has been approved and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic acquired limited partnership may abandon the plan in the same manner as the plan was approved.
(d) If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the acquired limited partnership, must be delivered to the secretary of state for filing before the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain:
(1) The name of the acquired partnership;
(2) The date on which the statement of interest exchange was filed by the secretary of state; and
(3) A statement that the interest exchange has been abandoned in accordance with this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.