(a)  When a registered foreign limited liability partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must state:

(1)  The name of the registered foreign limited liability partnership before the merger or conversion;

(2)  That before the merger or conversion the registration pertained to a foreign limited liability partnership;

(3)  The name of the applicant foreign entity into which the foreign limited liability partnership has merged or to which it has been converted and, if the name does not comply with § 7-12.1-902, an alternate name adopted pursuant to § 7-12.1-1006(a);

(4)  The type of entity of the applicant foreign entity and its jurisdiction of formation;

Terms Used In Rhode Island General Laws 7-12.1-1009

  • Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
  • Conversion: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
  • 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
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Merger: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
  • 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
  • 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

  • Type of entity: means a generic form of entity:

    (i)  Recognized at common law; or

    (ii)  Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. See Rhode Island General Laws 7-12.1-1101

(b)  An application for authority to transact business in the state of Rhode Island for the resulting entity type and a certificate of legal existence or good standing issued by the proper officer of the state or country under the laws of which the resulting entity has been formed.

(c)  When an application for transfer of registration takes effect, the registration of the foreign limited liability limited partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted.

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