(a)  A foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this article.

Terms Used In Rhode Island General Laws 7-12.1-1002

  • Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
  • Contract: A legal written agreement that becomes binding when signed.
  • Foreign limited liability partnership: means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to § 7-12. See Rhode Island General Laws 7-12.1-102
  • Foreign partnership: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a partnership if formed under the law of this state. See Rhode Island General Laws 7-12.1-102
  • Partner: means a person that:

    (i)  Has become a partner in a partnership under § 7-12. See Rhode Island General Laws 7-12.1-102

  • 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.
  • 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 7-12.1-102

(b)  A foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.

(c)  The failure of a foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign partnership or preclude it from defending an action or proceeding in this state.

(d)  A limitation on the liability of a partner of a foreign limited liability partnership is not waived solely because the foreign partnership does business in this state without registering to do business in this state.

(e)  Section 7-12.1-1001(a) and (b) applies even if a foreign limited liability partnership fails to register under this article.

History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.