(a)  Activities of a foreign limited liability partnership which do not constitute doing business in this state under this article include:

(1)  Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;

(2)  Carrying on any activity concerning its internal affairs, including holding meetings of its partners;

(3)  Maintaining accounts in financial institutions;

(4)  Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositories with respect to those securities;

(5)  Selling through independent contractors;

(6)  Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;

(7)  Creating or acquiring indebtedness, mortgages, or security interests in property;

(8)  Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property;

(9)  Conducting an isolated transaction that is not in the course of similar transactions;

(10)  Owning, without more, property; and

(11)  Doing business in interstate commerce.

Terms Used In Rhode Island General Laws 7-12.1-1005

  • Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
  • 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
  • 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.
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, 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 7-12.1-102
  • Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Rhode Island General Laws 7-12.1-102
  • Service of process: The service of writs or summonses to the appropriate party.
  • 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
  • Transfer: includes :

    (i)  An assignment;

    (ii)  A conveyance;

    (iii)  A sale;

    (iv)  A lease;

    (v)  An encumbrance, including a mortgage or security interest;

    (vi)  A gift; and

    (vii)  A transfer by operation of law. See Rhode Island General Laws 7-12.1-102

(b)  A person does not do business in this state solely by being a partner of a foreign limited liability partnership that does business in this state.

(c)  This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under law of this state other than this chapter.

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