(a)  By complying with this subpart, a domestic limited partnership may become a foreign limited partnership if the domestication is authorized by the law of the foreign jurisdiction.

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Terms Used In Rhode Island General Laws 7-13.1-1151

  • Domestication: means a transaction authorized by subpart 5. See Rhode Island General Laws 7-13.1-1101
  • Foreign limited partnership: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this state. See Rhode Island General Laws 7-13.1-102
  • 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.
  • Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Rhode Island General Laws 7-13.1-102
  • Merger: means a transaction authorized by subpart 2. See Rhode Island General Laws 7-13.1-1101
  • 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.
  • Protected agreement: means :

    (i)  A record evidencing indebtedness and any related agreement in effect on January 1, 2023;

    (ii)  An agreement that is binding on an entity on January 1, 2023;

    (iii)  The organic rules of an entity in effect on January 1, 2023; or

    (iv)  An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2023. See Rhode Island General Laws 7-13.1-1101

(b)  By complying with the provisions of this subpart applicable to foreign limited partnerships, a foreign limited partnership may become a domestic limited partnership if the domestication is authorized by the law of the foreign limited partnership’s jurisdiction of formation.

(c)  If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a domestication, the provision applies to a domestication of the limited partnership as if the domestication were a merger until the provision is amended after January 1, 2023.

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