(a)  A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:

(1)  An event or circumstance that the partnership agreement states causes dissolution;

(2)  The affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective;

(3)  After the dissociation of a person as a general partner:

(i)  If the partnership has at least one remaining general partner, the affirmative vote or consent to dissolve the partnership not later than ninety (90) days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or

(ii)  If the partnership does not have a remaining general partner, the passage of ninety (90) days after the dissociation, unless before the end of the period:

(A)  Consent to continue the activities and affairs of the partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and

(B)  At least one person is admitted as a general partner in accordance with the consent;

(4)  The passage of ninety (90) consecutive days after the dissociation of the partnership’s last limited partner, unless before the end of the period the partnership admits at least one limited partner;

(5)  The passage of ninety (90) consecutive days during which the partnership has only one partner, unless before the end of the period:

(i)  The partnership admits at least one person as a partner;

(ii)  If the previously sole remaining partner is only a general partner, the partnership admits the person as a limited partner; and

(iii)  If the previously sole remaining partner is only a limited partner, the partnership admits a person as a general partner;

(6)  On application by a partner, the entry by the superior court of an order dissolving the partnership on the grounds that:

(i)  The conduct of all or substantially all the partnership’s activities and affairs is unlawful; or

(ii)  It is not reasonably practicable to carry on the partnership’s activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or

(7)  The signing and filing of a certificate of revocation by the secretary of state under § 7-13.1-811.

Terms Used In Rhode Island General Laws 7-13.1-801

  • Certificate of limited partnership: means the certificate required by § 7-13. 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

  • Limited partner: means a person that:

    (i)  Has become a limited 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.
  • 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 limited partnership concerning the matters described in § 7-13. See Rhode Island General Laws 7-13.1-102
  • 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)  If an event occurs that imposes a deadline on a limited partnership under subsection (a) of this section and before the partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under subsection (a) of this section:

(1)  The occurrence of the second event does not affect the deadline caused by the first event; and

(2)  The partnership’s meeting of the requirements of the first deadline does not extend the second deadline.

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