Dissolution and Winding Up

R.I. Gen. Laws tit. 7, ch. 7-13.1, pt. 8

in effect

R.I. Gen. Laws § 7-13.1-801 Events causing dissolution.

7-13.1-801. Events causing dissolution. (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. (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. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-802 Winding up.

7-13.1-802. Winding up. (a) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 7-13.1-803, the partnership continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, the limited partnership: (1) Shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s activities and affairs, and marshal and distribute the assets of the partnership; and (2) May: (i) Amend its certificate of limited partnership to state that the partnership is dissolved; (ii) Preserve the partnership activities, affairs, and property as a going concern for a reasonable time; (iii) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (iv) Transfer the partnership’s property; (v) Settle disputes by mediation or arbitration; (vi) Deliver to the secretary of state for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved; and (vii) Perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership’s activities and affairs may be appointed by the affirmative vote or consent 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. A person appointed under this subsection: (1) Has the powers of a general partner under § 7-13.1-804 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved partnership’s activities and affairs; and (2) Shall deliver promptly to the secretary of state for filing an amendment to the partnership’s certificate of limited partnership stating: (i) That the partnership does not have a general partner; (ii) The name and street and mailing addresses of the person; and (iii) That the person has been appointed pursuant to this subsection to wind up the partnership. (d) On the application of a partner, the superior court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership’s activities and affairs, if: (1) The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or (2) The applicant establishes other good cause. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-803 Rescinding dissolution.

7-13.1-803. Rescinding dissolution. (a) A limited partnership may rescind its dissolution, unless a statement of dissolution applicable to the partnership has become effective, the superior court has entered an order under § 7-13.1-801(a)(6) dissolving the partnership, or the secretary of state has revoked the partnership under § 7-13.1-811. (b) Rescinding dissolution under this section requires: (1) The affirmative vote or consent of each partner; and (2) If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and: (i) The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under § 7-13.1-208 applicable to the amendment; or (ii) The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section. (c) If a limited partnership rescinds its dissolution: (1) The partnership resumes carrying on its activities and affairs as if dissolution had never occurred; (2) Subject to subsection (c)(3) of this section, any liability incurred by the partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and (3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-804 Power to bind partnership after dissolution.

7-13.1-804. Power to bind partnership after dissolution. (a) A limited partnership is bound by a general partner’s act after dissolution which: (1) Is appropriate for winding up the partnership’s activities and affairs; or (2) Would have bound the partnership under § 7-13.1-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution. (b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (1) At the time the other party enters into the transaction: (i) Less than two (2) years has passed since the dissociation; and (ii) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and (2) The act: (i) Is appropriate for winding up the partnership’s activities and affairs; or (ii) Would have bound the partnership under § 7-13.1-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-805 Liability after dissolution of general partner and person dissociated as general partner.

7-13.1-805. Liability after dissolution of general partner and person dissociated as general partner. (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 7-13.1-804(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable: (1) To the partnership for any damage caused to the partnership arising from the obligation; and (2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability. (b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 7-13.1-804(b), the person is liable: (1) To the partnership for any damage caused to the partnership arising from the obligation; and (2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-806 Known claims against dissolved limited partnership.

7-13.1-806. Known claims against dissolved limited partnership. (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section. (b) A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice must: (1) Specify the information required to be included in a claim; (2) State that a claim must be in writing and provide a mailing address to which the claim is to be sent; (3) State the deadline for receipt of a claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant; (4) State that the claim will be barred if not received by the deadline; and (5) Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 7-13.1-404. (c) A claim against a dissolved limited partnership is barred if the requirements of subsection (b) of this section are met and: (1) The claim is not received by the specified deadline; or (2) If the claim is timely received but rejected by the partnership: (i) The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than ninety (90) days after the claimant receives the notice; and (ii) The claimant does not commence the required action not later than ninety (90) days after the claimant receives the notice. (d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-807 Other claims against dissolved limited partnership.

7-13.1-807. Other claims against dissolved limited partnership. (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice. (b) A notice under subsection (a) of this section must: (1) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership’s principal office is or, if the principal office is not located in this state, in the county in which the office of the partnership’s registered agent is or was last located; (2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; (3) State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice; and (4) Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 7-13.1-404. (c) If a dissolved limited partnership publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than three (3) years after the publication date of the notice: (1) A claimant that did not receive notice in a record under § 7-13.1-806; (2) A claimant whose claim was timely sent to the partnership but not acted on; and (3) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution. (d) A claim not barred under this section or § 7-13.1-806 may be enforced: (1) Against the dissolved limited partnership, to the extent of its undistributed assets; (2) Except as otherwise provided in § 7-13.1-808, if assets of the partnership have been distributed after dissolution, against a partner or transferee to the extent of that person’s proportionate share of the claim or of the partnership’s assets distributed to the partner or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution; and (3) Against any person liable on the claim under §§ 7-13.1-404 and 7-13.1-607. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-808 Court proceedings.

7-13.1-808. Court proceedings. (a) A dissolved limited partnership that has published a notice under § 7-13.1-807 may file an application with the superior court in the county where the partnership’s principle office is located or, if the principal office in not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the date of dissolution but which, based on the facts known to the partnership, are reasonably expected to arise after the date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 7-13.1-807. (b) Not later than ten (10) days after the filing of an application under subsection (a) of this section, the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership. (c) In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership. (d) A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the partnership’s obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-809 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

7-13.1-809. Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under § 7-13.1-806, 7-13.1-807, or 7-13.1-808, any corresponding claim under § 7-13.1-404 or 7-13.1-607 is also barred. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-810 Disposition of assets in winding up — When contributions required.

7-13.1-810. Disposition of assets in winding up — When contributions required. (a) In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to creditors, including partners that are creditors. (b) After a limited partnership complies with subsection (a) of this section, any surplus must be distributed in the following order, subject to any charging order in effect under § 7-13.1-703: (1) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and (2) Among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the partnership. (c) If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection (a) of this section, with respect to each unsatisfied obligation incurred when the partnership was not a limited liability limited partnership, the following rules apply: (1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under § 7-13.1-607 shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those persons when the obligation was incurred. (2) If a person does not contribute the full amount required under subsection (c)(1) of this section with respect to an unsatisfied obligation of the partnership, the other persons required to contribute by subsection (c)(1) of this section on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those other persons when the obligation was incurred. (3) If a person does not make the additional contribution required by subsection (c)(2) of this section, further additional contributions are determined and due in the same manner as provided in that subsection. (d) A person that makes an additional contribution under subsection (c)(2) or (c)(3) of this section may recover from any person whose failure to contribute under subsection (c)(1) or (c)(2) of this section necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute. (e) All distributions made under subsections (b) and (c) of this section must be paid in money. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-811 Revocation of a certificate of limited partnership.

7-13.1-811. Revocation of a certificate of limited partnership. (a) The certificate of limited partnership may be revoked by the secretary of state under the conditions prescribed in this section when it is established that: (1) The limited partnership procured its certificate of limited partnership through fraud; (2) The limited partnership has continued to exceed or abuse the authority conferred upon it by law; (3) The limited partnership has failed to file its annual report within the time required by this chapter; (4) The limited partnership has failed to pay any required fees to the secretary of state when they have become due and payable; (5) The secretary of state has received notice from the division of taxation, in accordance with § 7-13.1-215, that the limited partnership has failed to pay any fees or taxes due this state; (6) The limited partnership has failed for thirty (30) days to appoint and maintain a registered agent in this state as required by this chapter; (7) The limited partnership has failed, after change of its registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter; (8) The limited partnership has failed to file in the office of the secretary of state any amendment to its certificate of limited partnership or any articles of dissolution, merger, or consolidation as prescribed by this chapter; or (9) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the limited partnership pursuant to this chapter. (b) No certificate of limited partnership of a limited partnership shall be revoked by the secretary of state unless: (1) The secretary of state shall have given the limited partnership notice thereof not less than sixty (60) days prior to such revocation by regular mail addressed to the registered agent in this state on file with the secretary of state’s office, which notice shall specify the basis for the revocation; provided, however, that if a prior mailing addressed to the address of the registered agent of the limited partnership in this state currently on file with the secretary of state’s office has been returned as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable by the United States Postal Service for any reason, the secretary of state shall give notice as follows: (i) To the limited partnership at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or (ii) In the case of a limited partnership that has not yet filed an annual report, then to the limited partnership at the principal office in the certificate of limited partnership and no further notice shall be required; and (2) The limited partnership fails prior to revocation to file the annual report, pay the fees or taxes, file the required statement of change of registered agent, file the articles of amendment or amendment to its registration or articles of dissolution, cancellation of registration, merger, or consolidation, or correct the misrepresentation. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-812 Issuance of certificates of revocation.

7-13.1-812. Issuance of certificates of revocation. (a) Upon revoking any such certificate of limited partnership, the secretary of state shall: (1) Issue a certificate of revocation in duplicate; (2) File one of the certificates in the secretary of state’s office; (3) Send to the limited partnership by regular mail a certificate of revocation, addressed to the registered agent of the limited partnership in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the address of the registered agent of the limited partnership in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows: (i) To the limited partnership at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or (ii) In the case of a limited partnership that has not yet filed an annual report, then to the domestic limited partnership at the principal office in the certificate of limited partnership or to the authorized person listed on the certificate of limited partnership, and no further notice shall be required. (b) A limited partnership that is revoked continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under §§ 7-13.1-802, 7-13.1-806, 7-13.1-807, 7-13.1-808, and 7-13.1-810, or to apply for reinstatement under § 7-13.1-813. (c) The revocation of a limited partnership does not terminate the authority of its registered agent. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023; P.L. 2024, ch. 403, art. 2, § 2, effective June 26, 2024.

R.I. Gen. Laws § 7-13.1-813 Reinstatement.

7-13.1-813. Reinstatement. (a) Within ten (10) years after issuing a certificate of revocation as provided in § 7-13.1-812, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited partnership in good standing as if its certificate of limited partnership had not been revoked except as subsequently provided: (1) On the filing by the limited partnership of the documents it had previously failed to file as set forth in § 7-13.1-811(a)(3) through (6); (2) On the payment by the limited partnership of a penalty in the amount of fifty dollars ($50.00) for each year or part of year that has elapsed since the issuance of the certificate of revocation; and (3) Upon the filing by the limited partnership of a certificate of good standing from the Rhode Island division of taxation. (b) If, as permitted by the provisions of this chapter or chapter 1.2, 6, or 12.1 of this title, another limited liability company, business or nonprofit corporation, registered limited liability partnership or a limited partnership, or in each case domestic or foreign, authorized and qualified to transact business in this state, bears or has filed a fictitious business name statement as to or reserved or registered a name that is the same as, the name of the limited partnership with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation on the reinstated limited partnership amending its certificate of limited partnership so as to designate a name that is not the same as its former name. (c) When reinstatement under this section has become effective, the following rules apply: (1) The reinstatement relates back to and takes effect as of the effective date of the certificate of revocation. (2) The limited partnership resumes carrying on its activities and affairs as if the revocation had not occurred. (3) The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are not affected. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-814 Judicial review of denial of reinstatement.

7-13.1-814. Judicial review of denial of reinstatement. (a) If the secretary of state denies a limited partnership’s application for reinstatement following administrative dissolution, the secretary of state shall serve the partnership with a notice in a record that explains the reasons for the denial. (b) A limited partnership may seek judicial review of denial of reinstatement in the superior court not later than thirty (30) days after service of the notice of denial. 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/TITLE7/7-13.1/7-8/INDEX.htmFetched: 10/20/2026