Rhode Island Lawmakers enact Uniform Partnership Act and Uniform Limited Partnership Act

By Eric Geringswald | CSC

Lawmakers in Rhode Island passed revised partnership acts to make it easier for partnerships to identify the laws that govern their entities.

The newly enacted Uniform Limited Partnership Act allows Limited Partnerships (LPs) LPs and Limited Liability Limited Partnerships (LLLPs) LLLPs to have a perpetual status. Both are required to file an annual report and assign a registered agent for service of process. The new law also allows LPs to convert to LLLPs, and provides all LPS with a liability shield, regardless of whether or not they opt to register as LLLPs.

Rhode Island Uniform Partnership Act

Under the state's newly enacted Uniform Partnership Act, partnerships are now defined as an entity, and are regarded as a separate body placed between partnerships and the entity's assets; they can own property, sue, and be sued. The act also provides the following guidance for forming and operating partnerships:

• The act provides instructions on partnership formation, along with how to create agreements and tailor management structures.
• The act lists conditions for amending a partnership agreement, merging the partnership with another entity, exchanging interest, entity conversion involving partnerships, and domesticating partnerships in the state.
• The act establishes standards of conduct for partners
• The act establishes perpetual status for registered Limited Liability Partnerships (LLPs). LLPs are required to file annual reports and assign a registered agent.

Existing partnerships and LLPs will be required to file their first annual report by May 1, 2024.

The 2023 Edition of Connecticut & Rhode Island Laws Governing Business Entities Annotated captures these legislative developments to ensure that practitioners in Rhode Island are working with the most up-to-date information. A Table of Sections lists the statutory changes.

The book also includes the latest legislative updates recent case notes from state and federal courts from both jurisdictions interpreting the law for Connecticut. The book’s Table of New Annotations lists all newly-added cases, and new cases are also highlighted with gray bars in the body of the book.

There’s an up-to-date Fee Schedules for each state with required filing fees for various business services, as well as online access to business forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all business entity types in Connecticut and the Rhode Island via the LexisNexis Bookstore download center. A state-specific listing of the forms and contact information is included in each jurisdiction’s appendix.

Connecticut and Rhode Island Laws Governing Business Entities Annotated is available as a softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.