Rhode Island General Laws 7-13.1-203. Signing of records to be delivered for filing to secretary of state
(a) A record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows:
(1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
(2) An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
(3) An amendment to the certificate of limited partnership designating as general partner a person admitted under § 7-13.1-801(a)(3)(ii) following the dissociation of a limited partnership’s last general partner must be signed by that person.
(4) An amendment to the certificate of limited partnership required by § 7-13.1-802(c) following the appointment of a person to wind up the dissolved limited partnership’s activities and affairs must be signed by that person.
(5) Any other amendment to the certificate of limited partnership must be signed by:
(i) At least one general partner listed in the certificate;
(ii) Each person designated in the amendment as a new general partner; and
(iii) Each person that the amendment indicates has dissociated as a general partner, unless:
(A) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
(B) The person has previously delivered to the secretary of state for filing a statement of dissociation.
(6) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other subsection of this section, the certificate must be signed in a manner that satisfies that subsection.
(7) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 7-13.1-802(c) or (d) to wind up the dissolved limited partnership’s activities and affairs.
(8) Any other record delivered by a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate of limited partnership.
(9) A statement by a person pursuant to § 7-13.1-605(a)(3) stating that the person has dissociated as a general partner must be signed by that person.
(10) A statement of negation by a person pursuant to § 7-13.1-306 must be signed by that person.
(11) Any other record delivered on behalf of a person to the secretary of state for filing must be signed by that person.
Terms Used In Rhode Island General Laws 7-13.1-203
- 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
- General partner: means a person that:
(i) Has become a general partner under Rhode Island General Laws 7-13.1-102
- 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.
- 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.
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, cooperative housing corporation, workers' cooperative, producers' cooperative, consumer's cooperative, 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 7-13.1-102
- Sign: means , with present intent to authenticate or adopt a record:
(i) To execute or adopt a tangible symbol; or
(ii) To attach to or logically associate with the record an electronic symbol, sound, or process. 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
(b) Any record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.