§ 7-13.1-801 Events causing dissolution
§ 7-13.1-802 Winding up
§ 7-13.1-803 Rescinding dissolution
§ 7-13.1-804 Power to bind partnership after dissolution
§ 7-13.1-805 Liability after dissolution of general partner and person dissociated as general partner
§ 7-13.1-806 Known claims against dissolved limited partnership
§ 7-13.1-807 Other claims against dissolved limited partnership
§ 7-13.1-808 Court proceedings
§ 7-13.1-809 Liability of general partner and person dissociated as general partner when claim against limited partnership barred
§ 7-13.1-810 Disposition of assets in winding up — When contributions required
§ 7-13.1-811 Revocation of a certificate of limited partnership
§ 7-13.1-812 Issuance of certificates of revocation
§ 7-13.1-813 Reinstatement
§ 7-13.1-814 Judicial review of denial of reinstatement

Terms Used In Rhode Island General Laws > Chapter 7-13.1 > Part 8 - Dissolution and Winding Up [Effective January 1, 2023.]

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • 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.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Certificate of limited partnership: means the certificate required by § 7-13. See Rhode Island General Laws 7-13.1-102
  • 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.
  • 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
  • Fraud: Intentional deception resulting in injury to another.
  • General partner: means a person that:

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

  • 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Limited partner: means a person that:

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

  • 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 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
  • person: may be construed to extend to and include co-partnerships and bodies corporate and politic. See Rhode Island General Laws 43-3-6
  • 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
  • Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Rhode Island General Laws 7-13.1-102
  • Registered agent: means an agent of a limited partnership or foreign limited 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 7-13.1-102
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • 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
  • 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
  • Transferable interest: means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a limited partnership, whether or not the person remains a partner or continues to own any part of the right. See Rhode Island General Laws 7-13.1-102
  • 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 7-13.1-102
  • United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8