(a)  A certificate of limited partnership may be amended or restated at any time.

Terms Used In Rhode Island General Laws 7-13.1-202

  • 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.
  • Certificate of limited partnership: means the certificate required by § 7-13. See Rhode Island General Laws 7-13.1-102
  • Deliver: means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-13.1-102
  • General partner: means a person that:

    (i)  Has become a general partner under § 7-13. See Rhode Island General Laws 7-13.1-102

  • Partner: means a limited partner or general partner. See Rhode Island General Laws 7-13.1-102
  • 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, cooperative housing corporation, workers' cooperative, producers' cooperative, consumer's cooperative, 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 7-13.1-102
  • 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 7-13.1-102

(b)  To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating:

(1)  The name of the partnership;

(2)  The date of filing of its initial certificate; and

(3)  The text of the amendment.

(c)  To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement, designated as such in its heading.

(d)  A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:

(1)  The admission of a new general partner;

(2)  The dissociation of a person as a general partner; or

(3)  The appointment of a person to wind up the limited partnership’s activities and affairs under § 7-13.1-802(c) or (d).

(e)  If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:

(1)  Cause the certificate to be amended; or

(2)  If appropriate, deliver to the secretary of state for filing a statement of change under § 7-13.1-118 or a statement of correction under § 7-13.1-209.

History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.