Amendment or abandonment of plan of interest exchange.
R.I. Gen. Laws § 7-13.1-1134
in effect7-13.1-1134. Amendment or abandonment of plan of interest exchange.
(a) A plan of interest exchange may be amended only with the consent of each party to
the plan, except as otherwise provided in the plan.
(b) A domestic acquired limited partnership may approve an amendment of a plan of interest
exchange:
(1) In the same manner as the plan was approved, if the plan does not provide for the
manner in which it may be amended; or
(2) By its partners in the manner provided in the plan, but a partner that was entitled
to vote on or consent to approval of the interest exchange is entitled to vote on
or consent to any amendment of the plan that will change:
(i) The amount or kind of interests, securities, obligations, money, other property, rights
to acquire interests or securities, or any combination of the foregoing, to be received
by any of the partners of the acquired partnership under the plan;
(ii) The certificate of limited partnership or partnership agreement of the acquired partnership
that will be in effect immediately after the interest exchange becomes effective,
except for changes that do not require approval of the partners of the acquired partnership
under this chapter or the partnership agreement; or
(iii) Any other terms or conditions of the plan, if the change would adversely affect the
partner in any material respect.
(c) After a plan of interest exchange has been approved and before a statement of interest
exchange becomes effective, the plan may be abandoned as provided in the plan. Unless
prohibited by the plan, a domestic acquired limited partnership may abandon the plan
in the same manner as the plan was approved.
(d) If a plan of interest exchange is abandoned after a statement of interest exchange
has been delivered to the secretary of state for filing and before the statement becomes
effective, a statement of abandonment, signed by the acquired limited partnership,
must be delivered to the secretary of state for filing before the statement of interest
exchange becomes effective. The statement of abandonment takes effect on filing, and
the interest exchange is abandoned and does not become effective. The statement of
abandonment must contain:
(1) The name of the acquired partnership;
(2) The date on which the statement of interest exchange was filed by the secretary of
state; and
(3) A statement that the interest exchange has been abandoned in accordance with this
section.
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/TITLE7/7-13.1/7-11/7-3/7-13.1-1134.htmFetched: 10/20/2026