(a)  A statement of domestication must be signed by the domesticating limited partnership and filed with the secretary of state.

Terms Used In Rhode Island General Laws 7-12.1-1155

  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • 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
  • 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
  • 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.
  • Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Rhode Island General Laws 7-12.1-102
  • 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
  • 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.
  • 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
  • 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)  A statement of domestication must contain:

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

(2)  The name and jurisdiction of formation of the domesticated limited liability partnership;

(3)  If the domesticating limited liability partnership is a domestic limited liability partnership, a statement that the plan of domestication was approved in accordance with this part or, if the domesticating limited liability partnership is a foreign limited liability partnership, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation; and

(4)  The statement of qualification of the domesticated limited liability partnership, as an attachment.

(c)  In addition to the requirements of subsection (b) of this section, a statement of domestication may contain any other provision not prohibited by law.

(d)  The statement of qualification of a domesticated domestic limited liability partnership must satisfy the requirements of this chapter, but the statement does not need to be signed.

(e)  If the domesticated entity is a domestic partnership, the domestication becomes effective when the statement of domestication is effective. If the domesticated entity is a foreign partnership, the domestication becomes effective on the later of:

(1)  The date and time provided in the organic law of the domesticated entity; and

(2)  When the statement is effective.

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