(a)  A limited partnership or registered foreign limited partnership shall deliver to the secretary of state for filing an annual report that states:

(1)  The name of the partnership or foreign partnership;

(2)  The addresses of its principal office;

(3)  The name and address of each general partner;

(4)  In the case of a foreign partnership, its jurisdiction of formation and any alternate name adopted under § 7-13.1-1006(a);

(5)  A brief statement of the character of the business in which the limited partnership is actually engaged in this state; and

(6)  Any additional information that is required by the secretary of state.

Terms Used In Rhode Island General Laws 7-13.1-212

  • Certificate of limited partnership: means the certificate required by § 7-13. See Rhode Island General Laws 7-13.1-102
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • 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
  • Foreign limited partnership: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this 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

  • 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.
  • 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 limited partnership or foreign limited partnership, whether or not the office is located in this state. See Rhode Island General Laws 7-13.1-102
  • Registered foreign limited partnership: means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state. 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
  • United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8

(b)  The annual report must be made on forms prescribed and furnished by the secretary of state, and the information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership.

(c)  The first annual report must be delivered to the secretary of state for filing after February 1 and before May 1 of the year following the calendar year in which the limited partnership’s certificate of limited partnership became effective or the registered foreign limited partnership registered to do business in this state. Subsequent annual reports must be delivered to the secretary of state for filing after February 1 and before May 1 of each calendar year thereafter. Proof to the satisfaction of the secretary of state that prior to May 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be a compliance with this requirement.

(d)  If the secretary of state finds that the annual report conforms to the requirements of this chapter, the secretary of state shall file the report. If an annual report does not contain the information required by this section, the secretary of state promptly shall notify the reporting limited partnership or registered foreign limited partnership in a record and return the report for correction, in which event the penalties subsequently prescribed for failure to file the report within the time previously provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the corporation by the secretary of state.

(e)  Each limited partnership, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) per year.

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