Rhode Island General Laws 7-12.1-1154. Amendment or abandonment of plan of domestication

(a) A plan of domestication of a domestic domesticating limited liability partnership may be amended:

(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:

(i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the domesticating limited liability partnership under the plan;

(ii) The partnership agreement of the domesticated limited liability partnership that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the partners of the domesticated limited liability partnership under its organic law or partnership agreement; or

(iii) Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.

Terms Used In Rhode Island General Laws 7-12.1-1154

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.
Domesticated limited liability partnership: means a domesticating limited liability partnership as it continues in existence after a domestication. See Rhode Island General Laws 7-12.1-1101
Domesticating limited liability partnership: means the domestic limited liability partnership that approves a plan of domestication pursuant to § 7-12. See Rhode Island General Laws 7-12.1-1101
Domestication: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Rhode Island General Laws 7-12.1-1101
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.
Partnership agreement: means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a partnership concerning the matters described in § 7-12. See Rhode Island General Laws 7-12.1-102
Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-12.1-1101
Plan of domestication: means a plan under § 7-12. See Rhode Island General Laws 7-12.1-1101
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
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
Statement of domestication: means a statement under § 7-12. See Rhode Island General Laws 7-12.1-1101

(b) After a plan of domestication has been approved by a domestic domesticating limited liability partnership and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating limited liability partnership may abandon the plan in the same manner as the plan was approved.

(c) If a plan of domestication is abandoned after a statement of domestication has been filed with the secretary of state and before the statement becomes effective, a statement of abandonment, signed by the domesticating limited liability partnership, must be filed with the secretary of state before the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:

(1) The name of the domesticating limited liability partnership;

(2) The date on which the statement of domestication was filed by the secretary of state; and

(3) A statement that the domestication has been abandoned in accordance with this section.

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