Partnerships

R.I. Gen. Laws tit. 7, ch. 7-12

in effect

R.I. Gen. Laws § 7-12-1 Provisions in partnership agreements deemed nontestamentary.

7-12-1. Provisions in partnership agreements deemed nontestamentary. No partnership agreement in writing, or agreement in writing between copartners, either previously or subsequently entered into, is deemed testamentary in character, or for that reason invalid or unenforceable, because the agreement contains a provision: (1) regulating, in the event of the death of any of the partners, the transfer, distribution, or other disposition of the assets of the partnership, or any of them, to or among the surviving partners or any of them, or their successors, or the estate of the deceased partner; or (2) regulating, in the event of death, the use of the firm name by the surviving partners, or their successors, or any of them; or (3) regulating the destination, distribution, or other disposition of the proceeds of any policy or policies of insurance upon the life of any partner; nor is any provision contained in any partnership agreement or in any agreement between copartners testamentary in character or for that reason invalid or unenforceable; provided, however, that this section shall not be construed to affect the rights of the heirs, next of kin, devisees or creditors of a partner who has deceased prior to March 10, 1932. G.L. 1923, ch. 212, § 10; P.L. 1932, ch. 1862, § 1; G.L. 1938, ch. 428, § 10; G.L. 1956, § 7-12-1.

R.I. Gen. Laws § 7-12-2 Death of partner — Statement delivered to administrator or executor.

7-12-2. Death of partner — Statement delivered to administrator or executor. In case of the death of any person who was at the time of his or her decease a member of any copartnership, either general or limited, the surviving partner shall, upon the demand in writing of the administrator or executor of the deceased copartner, and within ten (10) days subsequently, make out and deliver to the administrator or executor a detailed statement of the assets and liabilities of the copartners as they existed at the time of the decease of the copartner, which statement shall be verified by the oath of the surviving copartner. G.L. 1896, ch. 156, § 8; G.L. 1909, ch. 185, § 8; G.L. 1923, ch. 212, § 8; G.L. 1938, ch. 428, § 8; G.L. 1956, § 7-12-2.

R.I. Gen. Laws § 7-12-3 Examination of books and property by representative of deceased partner.

7-12-3. Examination of books and property by representative of deceased partner. The administrator or executor may enter upon the premises and examine the books and affairs of the copartnership and take an inventory of the personal property in which his or her intestate or testate may have had an interest at the time of his or her decease. G.L. 1896, ch. 156, § 9; G.L. 1909, ch. 185, § 9; G.L. 1923, ch. 212, § 9; G.L. 1938, ch. 428, § 9; G.L. 1956, § 7-12-3.

R.I. Gen. Laws § 7-12-4 Separate composition with creditors on dissolution of partnership.

7-12-4. Separate composition with creditors on dissolution of partnership. Whenever any copartnership is dissolved, any person who was embraced in the copartnership may make a separate composition or compromise with any one of or all the creditors of the copartnership. G.L. 1896, ch. 156, § 1; G.L. 1909, ch. 185, § 1; G.L. 1923, ch. 212, § 1; G.L. 1938, ch. 428, § 1; G.L. 1956, § 7-12-4.

R.I. Gen. Laws § 7-12-5 Separate composition as full discharge of partner.

7-12-5. Separate composition as full discharge of partner. A composition or compromise is a full and effectual discharge to the debtor making the composition or compromise, of the whole of the debt, and is taken and considered in reference to the other copartners as actual payment of the debtor’s proportion of the debt, whether the full amount of his or her proportion of the debt is actually paid or not. G.L. 1896, ch. 156, § 2; G.L. 1909, ch. 185, § 2; G.L. 1923, ch. 212, § 2; G.L. 1938, ch. 428, § 2; G.L. 1956, § 7-12-5.

R.I. Gen. Laws § 7-12-6 Payment by partner in excess of his or her proportion.

7-12-6. Payment by partner in excess of his or her proportion. In case an amount exceeding his or her proportion is actually paid, it is taken and considered as payment of the amount of debt actually paid. G.L. 1896, ch. 156, § 3; G.L. 1909, ch. 185, § 3; G.L. 1923, ch. 212, § 3; G.L. 1938, ch. 428, § 3; G.L. 1956, § 7-12-6.

R.I. Gen. Laws § 7-12-7 Insolvency or absconding of partner.

7-12-7. Insolvency or absconding of partner. A composition or compromise in no way affects the right of the other copartners or any of them to call on the person making the compromise for any sum beyond the person’s original portion of the debt, if in consequence of the insolvency, inability to pay or absconding of any one of the copartners, the person so compromising becomes liable to pay more than his or her proportion of the debt. G.L. 1896, ch. 156, § 6; G.L. 1909, ch. 185, § 6; G.L. 1923, ch. 212, § 6; G.L. 1938, ch. 428, § 6; G.L. 1956, § 7-12-7.

R.I. Gen. Laws § 7-12-8 Memorandum exonerating partner on separate composition.

7-12-8. Memorandum exonerating partner on separate composition. Every debtor making a composition or compromise takes from the creditor with whom he or she may make the composition or compromise a note or memorandum in writing, exonerating him or her from all individual liability incurred by reason of the connection with the copartnership. The note or memorandum may be given in evidence by the debtor under the general issue, in bar of the creditor’s right of recovery against him or her. G.L. 1896, ch. 156, § 4; G.L. 1909, ch. 185, § 4; G.L. 1923, ch. 212, § 4; G.L. 1938, ch. 428, § 4; G.L. 1956, § 7-12-8.

R.I. Gen. Laws § 7-12-9 Partners not discharged by separate composition — Defenses to creditor’s action.

7-12-9. Partners not discharged by separate composition — Defenses to creditor’s action. A composition or compromise is not to be so construed as to discharge the other copartners, except as provided in §§ 7-12-5 and 7-12-6; nor does it impair the right of the creditor to proceed against the members of the copartnership who have not been discharged. The members of the partnership so proceeded against are permitted to set off any demand against the creditor that could have been set off had the suit been against all the individuals composing the firm. They may avail themselves of any defense that would have been available had not this chapter been passed, except that they shall not set up the discharge of one individual as a discharge of all the other copartners, unless it appears that all were intended to be discharged. G.L. 1896, ch. 156, § 5; G.L. 1909, ch. 185, § 5; G.L. 1923, ch. 212, § 5; G.L. 1938, ch. 428, § 5; G.L. 1956, § 7-12-9.

R.I. Gen. Laws § 7-12-10 Application to joint debtors.

7-12-10. Application to joint debtors. The provisions of §§ 7-12-4 — 7-12-9 in reference to copartners extend to joint debtors who may individually compound or compromise for their joint indebtedness, with the like effect to creditors and to joint debtors of the person compromising as is provided in this section in reference to copartners. G.L. 1896, ch. 156, § 7; G.L. 1909, ch. 185, § 7; G.L. 1923, ch. 212, § 7; G.L. 1938, ch. 428, § 7; G.L. 1956, § 7-12-10.

R.I. Gen. Laws § 7-12-11 Limited partnership law unaffected.

7-12-11. Limited partnership law unaffected. The provisions of this chapter shall not be deemed or taken to affect any of the provisions of chapter 13 [repealed] of this title, entitled “Limited Partnerships”. G.L. 1938, ch. 428, § 11; G.L. 1956, § 7-12-11.

R.I. Gen. Laws § 7-12-31.1 Nature of business.

7-12-31.1. Nature of business. (a) Except as provided in subsection (b) of this section, a registered limited liability partnership or a foreign registered limited liability partnership may conduct any lawful business in this state. (b) A registered limited liability partnership or a foreign registered limited liability partnership may render professional services, as defined in § 7-5.1-2(2), as and to the extent permitted under law or rules and regulations of the applicable regulatory agency or agencies, as defined in § 7-5.1-2(3). Each regulatory agency as so defined is authorized to adopt, subject to applicable law, rules and regulations regarding a domestic and foreign limited liability partnership rendering professional services. The rules and regulations shall not be inconsistent with law or rules or regulations regarding the rendering of professional services through a professional corporation. P.L. 1996, ch. 270, § 2; P.L. 1997, ch. 284, § 1; P.L. 2002, ch. 205, § 1.

Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-12/INDEX.htmFetched: 10/20/2026