(a)  A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 7-13.1-803, the partnership continues after dissolution only for the purpose of winding up.

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Terms Used In Rhode Island General Laws 7-13.1-802

  • 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.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Certificate of limited partnership: means the certificate required by Rhode Island General Laws 7-13.1-102
  • Deliver: means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state. See 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

  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
  • 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

(b)  In winding up its activities and affairs, the limited partnership:

(1)  Shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s activities and affairs, and marshal and distribute the assets of the partnership; and

(2)  May:

(i)  Amend its certificate of limited partnership to state that the partnership is dissolved;

(ii)  Preserve the partnership activities, affairs, and property as a going concern for a reasonable time;

(iii)  Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(iv)  Transfer the partnership’s property;

(v)  Settle disputes by mediation or arbitration;

(vi)  Deliver to the secretary of state for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved; and

(vii)  Perform other acts necessary or appropriate to the winding up.

(c)  If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership’s activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection:

(1)  Has the powers of a general partner under § 7-13.1-804 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved partnership’s activities and affairs; and

(2)  Shall deliver promptly to the secretary of state for filing an amendment to the partnership’s certificate of limited partnership stating:

(i)  That the partnership does not have a general partner;

(ii)  The name and street and mailing addresses of the person; and

(iii)  That the person has been appointed pursuant to this subsection to wind up the partnership.

(d)  On the application of a partner, the superior court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership’s activities and affairs, if:

(1)  The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or

(2)  The applicant establishes other good cause.

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