Rescinding dissolution.
R.I. Gen. Laws § 7-13.1-803
in effect7-13.1-803. 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has been rescinded under this section.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.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-13.1/7-8/7-13.1-803.htmFetched: 10/20/2026