(a)  Upon revoking any such certificate of registration of limited liability partnership, the secretary of state shall:

(1)  Issue a certificate of revocation in duplicate;

(2)  File one of the certificates in the secretary of state’s office;

(3)  Send to the limited liability partnership by regular mail a certificate of revocation, addressed to the registered agent of the limited liability partnership in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the address of the registered agent of the limited liability partnership in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i)  To the limited liability 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 liability partnership that has not yet filed an annual report, then to the principal office listed in the certificate of registration, and no further notice shall be required.

Terms Used In Rhode Island General Laws 7-12.1-1011

  • 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
  • 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 partnership or a foreign limited liability partnership, whether or not the office is located in this state. See Rhode Island General Laws 7-12.1-102
  • Registered agent: means an agent of a limited liability partnership or foreign limited liability 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 7-12.1-102
  • 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 7-12.1-102
  • United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8

(b)  The authority of the registered foreign limited liability partnership to do business in this state ceases on the effective date of the certificate of revocation, or to apply for reinstatement under § 7-12.1-1012.

(c)  The revocation of a limited liability partnership does not terminate the authority of its registered agent.

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