Formation — Certificate of Limited Partnership and Other Filings

R.I. Gen. Laws tit. 7, ch. 7-13.1, pt. 2

in effect

R.I. Gen. Laws § 7-13.1-201 Formation of limited partnership — Certificate of limited partnership.

7-13.1-201. Formation of limited partnership — Certificate of limited partnership. (a) To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing. (b) A certificate of limited partnership must state: (1) The name of the limited partnership, which must comply with § 7-13.1-114; (2) The address of the partnership’s principal office; (3) The name and street address in this state of the partnership’s registered agent; (4) The name and address of each general partner; and (5) Whether the limited partnership is a limited liability limited partnership. (c) A certificate of limited partnership may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in § 7-13.1-105(c) and (d) in a manner inconsistent with that section. (d) A limited partnership is formed when: (1) The certificate of limited partnership becomes effective; (2) At least two (2) persons have become partners; (3) At least one person has become a general partner; and (4) At least one person has become a limited partner. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-202 Amendment or restatement of certificate of limited partnership.

7-13.1-202. Amendment or restatement of certificate of limited partnership. (a) A certificate of limited partnership may be amended or restated at any time. (b) To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating: (1) The name of the partnership; (2) The date of filing of its initial certificate; and (3) The text of the amendment. (c) To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement, designated as such in its heading. (d) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect: (1) The admission of a new general partner; (2) The dissociation of a person as a general partner; or (3) The appointment of a person to wind up the limited partnership’s activities and affairs under § 7-13.1-802(c) or (d). (e) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly: (1) Cause the certificate to be amended; or (2) If appropriate, deliver to the secretary of state for filing a statement of change under § 7-13.1-118 or a statement of correction under § 7-13.1-209. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-203 Signing of records to be delivered for filing to secretary of state.

7-13.1-203. Signing of records to be delivered for filing to secretary of state. (a) A record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows: (1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate. (2) An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate. (3) An amendment to the certificate of limited partnership designating as general partner a person admitted under § 7-13.1-801(a)(3)(ii) following the dissociation of a limited partnership’s last general partner must be signed by that person. (4) An amendment to the certificate of limited partnership required by § 7-13.1-802(c) following the appointment of a person to wind up the dissolved limited partnership’s activities and affairs must be signed by that person. (5) Any other amendment to the certificate of limited partnership must be signed by: (i) At least one general partner listed in the certificate; (ii) Each person designated in the amendment as a new general partner; and (iii) Each person that the amendment indicates has dissociated as a general partner, unless: (A) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (B) The person has previously delivered to the secretary of state for filing a statement of dissociation. (6) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other subsection of this section, the certificate must be signed in a manner that satisfies that subsection. (7) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 7-13.1-802(c) or (d) to wind up the dissolved limited partnership’s activities and affairs. (8) Any other record delivered by a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate of limited partnership. (9) A statement by a person pursuant to § 7-13.1-605(a)(3) stating that the person has dissociated as a general partner must be signed by that person. (10) A statement of negation by a person pursuant to § 7-13.1-306 must be signed by that person. (11) Any other record delivered on behalf of a person to the secretary of state for filing must be signed by that person. (b) Any record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual. (c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the 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 § 7-13.1-204 Signing and filing pursuant to judicial order.

7-13.1-204. Signing and filing pursuant to judicial order. (a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the superior court to order: (1) The person to sign the record; (2) The person to deliver the record to the secretary of state for filing; or (3) The secretary of state to file the record unsigned. (b) If a petitioner under subsection (a) of this section is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner shall make the partnership or foreign partnership a party to the action. (c) A record filed under subsection (a)(3) of this section is effective without being signed. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-205 Liability for inaccurate information in filed record.

7-13.1-205. Liability for inaccurate information in filed record. (a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and (2) A general partner if: (i) The record was delivered for filing on behalf of the partnership; and (ii) The general partner knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have: (A) Effected an amendment under § 7-13.1-202; (B) Filed a petition under § 7-13.1-204; or (C) Delivered to the secretary of state for filing a statement of change under § 7-13.1-118 or a statement of correction under § 7-13.1-209. (b) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-206 Filing requirements.

7-13.1-206. Filing requirements. (a) To be filed by the secretary of state pursuant to this chapter, a record must be received by the secretary of state, must comply with this chapter, and satisfy the following: (1) The filing of the record must be required or permitted by this chapter. (2) The record must be physically delivered in written form unless and to the extent the secretary of state permits electronic delivery of records. (3) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals. (4) The record must be signed under pains and penalties of perjury by a person authorized or required under this chapter to sign the record. (5) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification. (b) If law other than this chapter prohibits the disclosure by the secretary of state of information contained in a record delivered to the secretary of state for filing, the secretary of state shall file the record if the record otherwise complies with this chapter but may redact the information. (c) When a record is delivered to the secretary of state for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law. (d) The secretary of state may require that a record delivered in written form be accompanied by an identical or conformed copy. (e) The secretary of state may provide forms for filings required or permitted to be made by this chapter, but, except as otherwise provided in subsection (f) of this section and § 7-13.1-212, their use is not required. (f) The secretary of state may require that a cover sheet for a filing be on a form prescribed by the secretary of state. 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 § 7-13.1-207 Effective date and time.

7-13.1-207. Effective date and time. Except as otherwise provided in § 7-13.1-208 and subject to § 7-13.1-209(d), a record filed under this chapter is effective: (1) On the date and at the time of its filing by the secretary of state, as provided in § 7-13.1-210(b); (2) On the date of filing and at the time specified in the record as its effective time, if later than the time under subsection (1) of this section; (3) At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or (4) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety (90) days after the date of filing. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-208 Withdrawal of filed record before effectiveness.

7-13.1-208. Withdrawal of filed record before effectiveness. (a) Except as otherwise provided in §§ 7-13.1-1124, 7-13.1-1134, 7-13.1-1144, and 7-13.1-1154, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal. (b) A statement of withdrawal must: (1) Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons; (2) Identify the record to be withdrawn; and (3) If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record. (c) On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-209 Correcting filed record.

7-13.1-209. Correcting filed record. (a) A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if: (1) The record at the time of filing was inaccurate; (2) The record was defectively signed; or (3) The electronic transmission of the record to the secretary of state was defective. (b) To correct a filed record, a person on whose behalf the record was delivered to the secretary of state must deliver to the secretary of state for filing a statement of correction. (c) A statement of correction: (1) May not state a delayed effective date; (2) Must be signed by the person correcting the filed record; (3) Must identify the filed record to be corrected; (4) Must specify the inaccuracy or defect to be corrected; and (5) Must correct the inaccuracy or defect. (d) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of § 7-13.1-103(d) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.

R.I. Gen. Laws § 7-13.1-210 Duty of secretary of state to file — Review of refusal to file — Delivery of record by secretary of state.

7-13.1-210. Duty of secretary of state to file — Review of refusal to file — Delivery of record by secretary of state. (a) The secretary of state shall file a record delivered to the secretary of state for filing which satisfies this chapter. The duty of the secretary of state under this section is ministerial. (b) When the secretary of state files a record, the secretary of state shall record it as filed on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing. (c) If the secretary of state refuses to file a record, the secretary of state shall, not later than fifteen (15) business days after the record is delivered: (1) Return the record or notify the person that submitted the record of the refusal; and (2) Provide a brief explanation in a record of the reason for the refusal. (d) If the secretary of state refuses to file a record, the person that submitted the record may petition the superior court to compel filing of the record. The record and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding. (e) The filing of or refusal to file a record does not: (1) Affect the validity or invalidity of the record in whole or in part; or (2) Create a presumption that the information contained in the record is correct or incorrect. (f) Except as otherwise provided by § 7-13.1-121 or by law other than this chapter, the secretary of state may deliver any record to a person by delivering it: (1) In person to the person that submitted it; (2) To the address of the person’s registered agent; (3) To the principal office of the person; (4) To an electronic address the person provides to the secretary of state for delivery; or (5) By providing, at no cost to the filer, access to a downloadable copy of the record from the secretary of state’s online corporate database. (g) Notwithstanding that any instrument authorized to be filed with the secretary of state under this chapter is filed inaccurately, defectively or erroneously executed, sealed or acknowledged, or otherwise defective in any respect, the secretary of state has no liability to any individual for the preclearance for filing, the acceptance for filing or the filing and indexing of such instrument by the secretary of 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 § 7-13.1-211 Certificate of good standing or registration.

7-13.1-211. Certificate of good standing or registration. On request of any person, the secretary of state shall issue a certificate of good standing for a limited partnership or a certificate of registration for a registered foreign limited partnership. The format of the certificate will be prescribed by the secretary of 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 § 7-13.1-212 Annual report for secretary of state.

7-13.1-212. Annual report for secretary of state. (a) A limited partnership or registered foreign limited partnership shall deliver to the secretary of state for filing an annual report that states: (1) The name of the partnership or foreign partnership; (2) The addresses of its principal office; (3) The name and address of each general partner; (4) In the case of a foreign partnership, its jurisdiction of formation and any alternate name adopted under § 7-13.1-1006(a); (5) A brief statement of the character of the business in which the limited partnership is actually engaged in this state; and (6) Any additional information that is required by the secretary of state. (b) The annual report must be made on forms prescribed and furnished by the secretary of state, and the information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership. (c) The first annual report must be delivered to the secretary of state for filing after February 1 and before May 1 of the year following the calendar year in which the limited partnership’s certificate of limited partnership became effective or the registered foreign limited partnership registered to do business in this state. Subsequent annual reports must be delivered to the secretary of state for filing after February 1 and before May 1 of each calendar year thereafter. Proof to the satisfaction of the secretary of state that prior to May 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be a compliance with this requirement. (d) If the secretary of state finds that the annual report conforms to the requirements of this chapter, the secretary of state shall file the report. If an annual report does not contain the information required by this section, the secretary of state promptly shall notify the reporting limited partnership or registered foreign limited partnership in a record and return the report for correction, in which event the penalties subsequently prescribed for failure to file the report within the time previously provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the limited partnership by the secretary of state. (e) Each limited partnership, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) per year. 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 § 7-13.1-213 Filing of returns with the tax administrator — Annual charge.

7-13.1-213. Filing of returns with the tax administrator — Annual charge. (a) A limited partnership certified under this chapter shall file a return, in the form and containing the information as prescribed by the tax administrator, as follows: (1) If the fiscal year of the limited partnership is the calendar year, on or before the fifteenth day of April in the year following the close of the fiscal year; and (2) If the fiscal year of the limited partnership is not a calendar year, on or before the fifteenth day of the fourth month following the close of the fiscal year. (b) For tax years beginning after December 31, 2015, a limited partnership certified under this chapter shall file a return, in the form and containing the information as prescribed by the tax administrator, and shall be filed on or before the date a federal tax return is due to be filed, without regard to extension. (c) An annual charge, equal to the minimum tax imposed upon a corporation under § 44-11-2(e), shall be due on the filing of the limited partnership’s return filed with the tax administrator and shall be paid to the division of taxation. (d) The annual charge is delinquent if not paid by the due date for the filing of the return and an addition of one hundred dollars ($100) to the charge is then due. 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 § 7-13.1-214 Confirmation of state fees and taxes.

7-13.1-214. Confirmation of state fees and taxes. (a) Notwithstanding any other provisions of the general laws, when any section of this chapter refers to state fees and/or taxes paid as required by § 7-13.1-213, the division of taxation is authorized to respond and share tax information with the secretary of state’s office in response to a request from that office regarding an entity’s tax status as compliant or noncompliant. (b) If the secretary of state’s office receives notice from the division of taxation that the limited partnership has failed to pay any fees or taxes due this state, the secretary of state shall issue notice and begin revocation proceedings in accordance with the provisions of § 7-13.1-811. (c) The notice of revocation may state as the basis for revocation that the taxpayer failed to pay state fees and/or taxes to the division of taxation. However, the secretary of state’s office must otherwise protect all state and federal tax information in its custody as required by § 7-13.1-215 and refrain from disclosing any other specific tax information. (d) The secretary of state’s office may request from the division of taxation a tax status check as outlined in subsection (a) of this section. If the secretary of state’s office receives notice from the division of taxation that the limited partnership has failed to pay any fees or taxes due to this state as required by § 7-13.1-213, the secretary of state shall issue notice and begin revocation proceedings in accordance with subsections (b) and (c) of this section. P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023; P.L. 2024, ch. 148, § 3, effective January 1, 2025; P.L. 2024, ch. 150, § 3, effective January 1, 2025.

R.I. Gen. Laws § 7-13.1-215 Revocation of certificate of limited partnership or certificate of registration for nonpayment of fee.

7-13.1-215. Revocation of certificate of limited partnership or certificate of registration for nonpayment of fee. (a) The tax administrator may, after July 15 of each year, compile a list of all limited partnerships that have failed to pay any state fees and/or taxes for one year after the fees and/or taxes became due and payable, and the failure is not the subject of a pending appeal. The tax administrator shall certify to the correctness of the list. Upon receipt of the certified list, the secretary of state may initiate revocation proceedings as defined in § 7-13.1-811. (b) With respect to any information provided by the division of taxation to the secretary of state’s office pursuant to this chapter, the secretary of state, together with the employees or agents thereof, shall be subject to all state and federal tax confidentiality laws applying to the division of taxation and the officers, agents, and employees thereof, and which restrict the acquisition, use, storage, dissemination, or publication of confidential taxpayer data. (c) Notwithstanding the foregoing, the notice of revocation may state as the basis for revocation that the taxpayer has failed to pay state fees and/or taxes to the division of taxation. However, the secretary of state’s office must otherwise protect all state and federal tax information in its custody as required by subsection (b) of this section and refrain from disclosing any other specific tax information. 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/TITLE7/7-13.1/7-2/INDEX.htmFetched: 10/20/2026