§ 7-12.1-101 Short title
§ 7-12.1-102 Definitions
§ 7-12.1-103 Knowledge; Notice
§ 7-12.1-104 Governing law
§ 7-12.1-105 Partnership agreement; Scope, Function, and Limitations
§ 7-12.1-106 Partnership agreement — Effect on partnership and person becoming partner — Preformation agreement
§ 7-12.1-107 Partnership agreement — Effect on third parties and relationship to records effective on behalf of partnership
§ 7-12.1-108 Signing of records to be delivered for filing to secretary of state
§ 7-12.1-109 Liability for inaccurate information in filed record
§ 7-12.1-110 Application to existing relationships
§ 7-12.1-110.1 Election of existing limited liability partnerships
§ 7-12.1-111 Delivery of record
§ 7-12.1-112 Signing and filing pursuant to judicial order
§ 7-12.1-113 Filing requirements
§ 7-12.1-114 Effective date and time
§ 7-12.1-115 Withdrawal of filed record before effectiveness
§ 7-12.1-116 Correcting filed record
§ 7-12.1-117 Duty of secretary of state to file — Review of refusal to file — Delivery of record by secretary of state
§ 7-12.1-117.1 Fees for filing documents and issuing certificates
§ 7-12.1-118 Reservation of power to amend or repeal
§ 7-12.1-119 Supplemental principles of law

Terms Used In Rhode Island General Laws > Chapter 7-12.1 > Article 1 - General Provisions [Effective January 1, 2023.]

  • 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.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Conversion: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Domestication: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
  • Electronic transmission: means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. See Rhode Island General Laws 7-12.1-102
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • executed: means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-12.1-102
  • Fiduciary: A trustee, executor, or administrator.
  • 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
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • in writing: include printing, engraving, lithographing, and photo-lithographing, and all other representations of words in letters of the usual form. See Rhode Island General Laws 43-3-16
  • Interest: means :

    (i)  A share in a business corporation;

    (ii)  A membership in a nonprofit corporation;

    (iii)  A partnership interest in a general partnership;

    (iv)  A partnership interest in a limited partnership;

    (v)  A membership interest in a limited liability company;

    (vi)  A share in a general cooperative association;

    (vii)  A member's interest in a limited cooperative association;

    (viii)  A membership in an unincorporated nonprofit association;

    (ix)  A beneficial interest in a statutory trust, business trust, or common-law business trust; or

    (x)  A governance interest or distributional interest in any other type of unincorporated entity. See Rhode Island General Laws 7-12.1-1101

  • Interest exchange: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
  • 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.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Merger: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, 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 7-12.1-102
  • person: may be construed to extend to and include co-partnerships and bodies corporate and politic. See Rhode Island General Laws 43-3-6
  • 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 conversion: means a plan under § 7-12. 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
  • Principal office: means the principal executive office of a partnership or a foreign limited liability partnership, whether or not the office is located in this state. See Rhode Island General Laws 7-12.1-102
  • Probable cause: A reasonable ground for belief that the offender violated a specific law.
  • 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
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Registered agent: means an agent of a limited liability partnership or foreign limited liability partnership which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership. See Rhode Island General Laws 7-12.1-102
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • seal: shall be construed to include an impression of the seal made with or without the use of wax or wafer on the paper. See Rhode Island General Laws 43-3-15
  • Sign: means , with present intent to authenticate or adopt a record:

    (i)  To execute or adopt a tangible symbol; or

    (ii)  To attach to or logically associate with the record an electronic symbol, sound, or process. 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
  • Statute: A law passed by a legislature.
  • Summons: Another word for subpoena used by the criminal justice system.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • town: may be construed to include city; the words "town council" include city council; the words "town clerk" include city clerk; the words "ward clerk" include clerk of election district; the words "town treasurer" include city treasurer; and the words "town sergeant" include city sergeant. See Rhode Island General Laws 43-3-9
  • town council: include city council; the words "town clerk" include city clerk; the words "ward clerk" include clerk of election district; the words "town treasurer" include city treasurer; and the words "town sergeant" include city sergeant. See Rhode Island General Laws 43-3-9
  • Transfer: includes :

    (i)  An assignment;

    (ii)  A conveyance;

    (iii)  A sale;

    (iv)  A lease;

    (v)  An encumbrance, including a mortgage or security interest;

    (vi)  A gift; and

    (vii)  A transfer by operation of law. See Rhode Island General Laws 7-12.1-102

  • Transferable interest: means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a partnership, whether or not the person remains a partner or continues to own any part of the right. See Rhode Island General Laws 7-12.1-102
  • Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Rhode Island General Laws 7-12.1-102
  • United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8