Foreign Limited Partnerships

R.I. Gen. Laws tit. 7, ch. 7-13.1, pt. 10

in effect

R.I. Gen. Laws § 7-13.1-1001 Governing law.

7-13.1-1001. Governing law. (a) The law of the jurisdiction of formation of a foreign limited partnership governs: (1) The internal affairs of the partnership; (2) The liability of a partner as partner for a debt, obligation, or other liability of the partnership; and (3) The liability of a series of the partnership. (b) A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state. (c) Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-1002 Registration to do business in this state.

7-13.1-1002. Registration to do business in this state. (a) A foreign limited partnership may not do business in this state until it registers with the secretary of state under this part. (b) A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state. (c) The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the partnership or preclude it from defending an action or proceeding in this state. (d) A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the partnership does business in this state without registering to do business in this state. (e) Section 7-13.1-1001(a) and (b) applies even if the foreign limited partnership fails to register under this part. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-1003 Foreign registration statement.

7-13.1-1003. Foreign registration statement. To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the secretary of state for filing. The statement must state: (1) The name of the partnership and, if the name does not comply with § 7-13.1-114, an alternate name adopted pursuant to § 7-13.1-1006(a); (2) That the partnership is a foreign limited partnership; (3) The partnership’s jurisdiction of formation; (4) The general character of the business it proposes to transact in this state; (5) The name and business address of each general partner; (6) The street and mailing addresses of the partnership’s principal office and, if the law of the partnership’s jurisdiction of formation requires the partnership to maintain an office in that jurisdiction, the street and mailing addresses of the required office; (7) The name and street and mailing addresses of the partnership’s registered agent in this state; (8) A statement that the secretary of state is appointed the agent of a foreign limited partnership for service of process if no agent has been appointed, or, if appointed, the agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence; and (9) Additional information as may be necessary or appropriate in order to enable the secretary of state to determine whether the foreign limited partnership is entitled to a certificate of authority to transact business in this state. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-1004 Amendment of foreign registration statement.

7-13.1-1004. Amendment of foreign registration statement. A registered foreign limited partnership shall deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in: (1) The name of the partnership; (2) The alternate name adopted pursuant to § 7-13.1-1006(a); or (3) The general partners of record. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-1005 Activities not constituting doing business.

7-13.1-1005. Activities not constituting doing business. (a) Activities of a foreign limited partnership which do not constitute doing business in this state under this part include: (1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding; (2) Carrying on any activity concerning its internal affairs, including holding meetings of its partners; (3) Maintaining accounts in financial institutions; (4) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, mortgages, or security interests in property; (8) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property; (9) Conducting an isolated transaction that is not in the course of similar transactions; (10) Owning, without more, property; and (11) Doing business in interstate commerce. (b) A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this chapter. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-1006 Noncomplying name of foreign limited partnership.

7-13.1-1006. Noncomplying name of foreign limited partnership. (a) A foreign limited partnership whose name does not comply with § 7-13.1-114 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with § 7-13.1-114. After registering to do business in this state with an alternate name, a partnership shall do business in this state under: (1) The alternate name; (2) The partnership’s name, with the addition of its jurisdiction of formation; or (3) A name the partnership is authorized to use under the law of this state other than this chapter. (b) If a registered foreign limited partnership changes its name to one that does not comply with § 7-13.1-114, it may not do business in this state until it complies with subsection (a) of this section by amending its registration to adopt an alternate name that complies with § 7-13.1-114. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-1007 Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.

7-13.1-1007. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership. A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the conversion. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-1008 Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

7-13.1-1008. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership. (a) A registered foreign limited partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the secretary of state for filing. The statement must state: (1) In the case of a partnership that has completed winding up: (i) Its name and jurisdiction of formation; (ii) That the partnership surrenders its registration to do business in this state; (iii) That the limited partnership revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the limited partnership was authorized to transact business in this state may subsequently be made on the limited partnership by service on the secretary of state in accordance with subsection (b) of this section; (iv) The post office address to which the secretary of state may mail a copy of any process against the limited partnerships that is served on the secretary of state; and (v) A statement that the limited partnership certifies that it has no outstanding tax obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes. (2) In the case of a partnership that has converted: (i) The name of the converting partnership and its jurisdiction of formation; (ii) The type of entity to which the partnership has converted and its jurisdiction of formation; (iii) That the converted entity surrenders the converting partnership’s registration to do business in this state and revokes the authority of the converting partnership’s registered agent to act as registered agent in this state on behalf of the partnership or the converted entity; (iv) A mailing address to which service of process may be made under subsection (b), of this section; and (v) A statement that the limited partnership certifies that it has no outstanding tax obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes. (b) After a withdrawal under this section has become effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to § 7-13.1-121. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-1009 Transfer of registration.

7-13.1-1009. Transfer of registration. (a) When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must state: (1) The name of the registered foreign limited partnership before the merger or conversion; (2) That before the merger or conversion the registration pertained to a foreign limited partnership; (3) The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with § 7-13.1-114, an alternate name adopted pursuant to § 7-13.1-1006(a); (4) The type of entity of the applicant foreign entity and its jurisdiction of formation; (5) The street and mailing addresses of the principal office of the applicant foreign entity and, if the law of the entity’s jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and (6) The name and street and mailing addresses of the applicant foreign entity’s registered agent in this state. (b) When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-1010 Revocation of registration.

7-13.1-1010. Revocation of registration. (a) The registration of a foreign 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 registration 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 § 7-13.1-214, 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 registration 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 registration 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 registration 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 amendment to its registration or certificate of withdrawal 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 § 7-13.1-1011 Issuance of certificates of revocation.

7-13.1-1011. Issuance of certificates of revocation. (a) Upon revoking any such certificate of registration 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 principal office listed in the certificate of registration, and no further notice shall be required. (b) The authority of the registered foreign limited partnership to do business in this state ceases on the effective date of the certificate of revocation, unless before that date the partnership cures each ground for revocation stated in the notice. (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.

R.I. Gen. Laws § 7-13.1-1012 Reinstatement.

7-13.1-1012. Reinstatement. (a) Within ten (10) years after issuing a certificate of revocation as provided in § 7-13.1-1011, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited partnership in good standing as if its certificate of registration 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 § 7-13.1-1010(a)(3) through (a)(8) and payment of any fees or taxes it had previously failed to pay; (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 registration so as to designate a name that meets the requirements of § 7-13.1-114 by adopting an alternate name pursuant to § 7-13.1-1006(a). (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; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.

R.I. Gen. Laws § 7-13.1-1013 Withdrawal of registration of registered foreign limited partnership.

7-13.1-1013. Withdrawal of registration of registered foreign limited partnership. (a) A registered foreign limited partnership may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must state: (1) The name of the partnership and its jurisdiction of formation; (2) That the partnership is not doing business in this state and that it withdraws its registration to do business in this state; (3) That the limited partnership revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the limited partnership was authorized to transact business in this state may subsequently be made on the limited partnership by service on the secretary of state in accordance with subsection (b) of this section; (4) The post office address to which the secretary of state may mail a copy of any process against the limited partnership that is served on the secretary of state; and (5) A statement that the limited partnership certifies that it has no outstanding tax obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes. (b) After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the partnership was registered to do business in this state may be made pursuant to § 7-13.1-121. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-1014 Action by attorney general.

7-13.1-1014. Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this chapter. 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/TITLE7/7-13.1/7-10/INDEX.htmFetched: 10/20/2026