(a)  The certificate of limited partnership may be revoked by the secretary of state under the conditions prescribed in this section when it is established that:

(1)  The limited partnership procured its certificate of limited partnership through fraud;

(2)  The limited partnership has continued to exceed or abuse the authority conferred upon it by law;

(3)  The limited partnership has failed to file its annual report within the time required by this chapter;

(4)  The limited partnership has failed to pay any required fees to the secretary of state when they have become due and payable;

(5)  The secretary of state has received notice from the division of taxation, in accordance with § 7-13.1-215, that the limited partnership has failed to pay any fees or taxes due this state;

(6)  The limited partnership has failed for thirty (30) days to appoint and maintain a registered agent in this state as required by this chapter;

(7)  The limited partnership has failed, after change of its registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;

(8)  The limited partnership has failed to file in the office of the secretary of state any amendment to its certificate of limited partnership or any articles of dissolution, merger, or consolidation as prescribed by this chapter; or

(9)  A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the limited partnership pursuant to this chapter.

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Terms Used In Rhode Island General Laws 7-13.1-811

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • 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
  • Fraud: Intentional deception resulting in injury to another.
  • 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.
  • Principal office: means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state. See Rhode Island General Laws 7-13.1-102
  • Registered agent: means an agent of a limited partnership or foreign limited partnership which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership. 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
  • United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8

(b)  No certificate of limited partnership of a limited partnership shall be revoked by the secretary of state unless:

(1)  The secretary of state shall have given the limited partnership notice thereof not less than sixty (60) days prior to such revocation by regular mail addressed to the registered agent in this state on file with the secretary of state’s office, which notice shall specify the basis for the revocation; provided, however, that if a prior mailing addressed to the address of the registered agent of the limited partnership in this state currently on file with the secretary of state’s office has been returned as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i)  To the limited partnership at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii)  In the case of a limited partnership that has not yet filed an annual report, then to the limited partnership at the principal office in the certificate of limited partnership and no further notice shall be required; and

(2)  The limited partnership fails prior to revocation to file the annual report, pay the fees or taxes, file the required statement of change of registered agent, file the articles of amendment or amendment to its registration or articles of dissolution, cancellation of registration, merger, or consolidation, or correct the misrepresentation.

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