Approval of interest exchange.
R.I. Gen. Laws § 7-13.1-1133
in effect7-13.1-1133. Approval of interest exchange.
(a) A plan of interest exchange is not effective unless it has been approved:
(1) By all the partners of a domestic acquired limited partnership entitled to vote on
or consent to any matter; and
(2) In a record, by each partner of the domestic acquired limited partnership that will
have interest holder liability for debts, obligations, and other liabilities that
are incurred after the interest exchange becomes effective, unless:
(i) The partnership agreement of the partnership provides in a record for the approval
of an interest exchange or a merger in which some or all its partners become subject
to interest holder liability by the affirmative vote or consent of fewer than all
of the partners; and
(ii) The partner consented in a record to or voted for that provision of the partnership
agreement or became a partner after the adoption of that provision.
(b) An interest exchange involving a domestic acquired entity that is not a limited partnership
is not effective unless it is approved by the domestic entity in accordance with its
organic law.
(c) An interest exchange involving a foreign acquired entity is not effective unless it
is approved by the foreign entity in accordance with the law of the foreign entity’s
jurisdiction of formation.
(d) Except as otherwise provided in its organic law or organic rules, the interest holders
of the acquiring entity are not required to approve the interest exchange.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-13.1/7-11/7-3/7-13.1-1133.htmFetched: 10/20/2026