§ 7-13-8.1 Conversion of certain entitiesto a limited partnership. – (a) As used in this section, the term "other entity" means a corporation,business trust or association, a real estate investment trust, a common-lawtrust, or any other unincorporated business or entity including a limitedliability company or a partnership, whether general or limited (including aregistered limited liability partnership).
(b) Any other entity may convert to a domestic limitedpartnership by complying with subsection (h) of this section and filing in theoffice of the secretary of state in accordance with § 7-13-13:
(1) A certificate of conversion to limited partnership thathas been executed by one or more authorized persons in accordance with §7-13-11; and
(2) A certificate of limited partnership that complies with§ 7-13-8 and has been executed by one or more authorized persons inaccordance with § 7-13-11.
(c) The certificate of conversion to a limited partnershipshall state:
(1) The date on which and jurisdiction where the other entitywas first created, formed, or otherwise came into being and, if it has changed,its jurisdiction immediately prior to its conversion to a domestic limitedpartnership;
(2) The name and type of the other entity immediately priorto the filing of the certificate of conversion to limited partnership;
(3) The name of the limited partnership as set forth in itscertificate of limited partnership filed in accordance with subsection (b) ofthis section; and
(4) The future effective date or time (which shall be a dateor time certain) of the conversion to a limited partnership if it is not to beeffective upon the filing of the certificate of conversion to limitedpartnership and the certificate of limited partnership.
(d) Upon the filing in the office of the secretary of stateof the certificate of conversion to limited partnership and the certificate offormation or upon the future effective date or time of the certificate ofconversion to limited partnership and the certificate of limited partnership,the other entity shall be converted into a domestic limited partnership and thelimited partnership shall thereafter be subject to all of the provisions ofthis chapter, except that, notwithstanding § 7-13-8, the existence of thelimited partnership shall be deemed to have commenced on the date the otherentity commenced its existence in the jurisdiction in which the other entitywas first created, formed, or otherwise came into being.
(e) The conversion of any other entity into a domesticlimited partnership shall not be deemed to affect any obligations orliabilities of the other entity incurred prior to its conversion to a domesticlimited partnership or the personal liability of any person incurred prior tothe conversion.
(f) When any conversion becomes effective under this section,for all purposes of the laws of the state of Rhode Island, all of the rights,privileges, and powers of the other entity that has converted, and allproperty, real, personal, and mixed, and all debts due to the other entity, aswell as all other things and causes of action belonging to the other entity,are vested in the domestic limited partnership and are thereafter the propertyof the domestic limited partnership as they were of the other entity that hasconverted, and the title to any real property vested by deed or otherwise inthe other entity shall not revert to such other entity or be in any wayimpaired by reason of this chapter, but all rights of creditors and all liensupon any property of the other entity shall be preserved unimpaired, and alldebts, liabilities, and duties of the other entity that has converted areattached to the domestic limited partnership and may be enforced against it tothe same extent as if those debts, liabilities, and duties were incurred orcontracted by it.
(g) Unless otherwise agreed, or as required under applicablenon-Rhode Island law, the converting other entity is not required to wind upits affairs or pay its liabilities and distribute its assets, and theconversion shall not be deemed to constitute a dissolution of the other entityand constitutes a continuation of the existence of the converting other entityin the form of a domestic limited partnership.
(h) Prior to filing a certificate of conversion to limitedpartnership with the office of the secretary of state, the conversion shall beapproved in the manner provided for by the document, instrument, agreement, orother writing, as the case may be, governing the internal affairs of the otherentity and the conduct of its business or by applicable law, as appropriate,and a partnership agreement shall be approved by the same authorizationrequired to approve the conversion.
(i) The provisions of this section shall not be construed tolimit the accomplishment of a change in the law governing, or the domicile of,another entity to the state of Rhode Island by any other means provided for ina partnership agreement or other agreement or as otherwise permitted by law,including by the amendment of a partnership agreement or other agreement.
§ 7-13-8.1 Conversion of certain entitiesto a limited partnership. – (a) As used in this section, the term "other entity" means a corporation,business trust or association, a real estate investment trust, a common-lawtrust, or any other unincorporated business or entity including a limitedliability company or a partnership, whether general or limited (including aregistered limited liability partnership).
(b) Any other entity may convert to a domestic limitedpartnership by complying with subsection (h) of this section and filing in theoffice of the secretary of state in accordance with § 7-13-13:
(1) A certificate of conversion to limited partnership thathas been executed by one or more authorized persons in accordance with §7-13-11; and
(2) A certificate of limited partnership that complies with§ 7-13-8 and has been executed by one or more authorized persons inaccordance with § 7-13-11.
(c) The certificate of conversion to a limited partnershipshall state:
(1) The date on which and jurisdiction where the other entitywas first created, formed, or otherwise came into being and, if it has changed,its jurisdiction immediately prior to its conversion to a domestic limitedpartnership;
(2) The name and type of the other entity immediately priorto the filing of the certificate of conversion to limited partnership;
(3) The name of the limited partnership as set forth in itscertificate of limited partnership filed in accordance with subsection (b) ofthis section; and
(4) The future effective date or time (which shall be a dateor time certain) of the conversion to a limited partnership if it is not to beeffective upon the filing of the certificate of conversion to limitedpartnership and the certificate of limited partnership.
(d) Upon the filing in the office of the secretary of stateof the certificate of conversion to limited partnership and the certificate offormation or upon the future effective date or time of the certificate ofconversion to limited partnership and the certificate of limited partnership,the other entity shall be converted into a domestic limited partnership and thelimited partnership shall thereafter be subject to all of the provisions ofthis chapter, except that, notwithstanding § 7-13-8, the existence of thelimited partnership shall be deemed to have commenced on the date the otherentity commenced its existence in the jurisdiction in which the other entitywas first created, formed, or otherwise came into being.
(e) The conversion of any other entity into a domesticlimited partnership shall not be deemed to affect any obligations orliabilities of the other entity incurred prior to its conversion to a domesticlimited partnership or the personal liability of any person incurred prior tothe conversion.
(f) When any conversion becomes effective under this section,for all purposes of the laws of the state of Rhode Island, all of the rights,privileges, and powers of the other entity that has converted, and allproperty, real, personal, and mixed, and all debts due to the other entity, aswell as all other things and causes of action belonging to the other entity,are vested in the domestic limited partnership and are thereafter the propertyof the domestic limited partnership as they were of the other entity that hasconverted, and the title to any real property vested by deed or otherwise inthe other entity shall not revert to such other entity or be in any wayimpaired by reason of this chapter, but all rights of creditors and all liensupon any property of the other entity shall be preserved unimpaired, and alldebts, liabilities, and duties of the other entity that has converted areattached to the domestic limited partnership and may be enforced against it tothe same extent as if those debts, liabilities, and duties were incurred orcontracted by it.
(g) Unless otherwise agreed, or as required under applicablenon-Rhode Island law, the converting other entity is not required to wind upits affairs or pay its liabilities and distribute its assets, and theconversion shall not be deemed to constitute a dissolution of the other entityand constitutes a continuation of the existence of the converting other entityin the form of a domestic limited partnership.
(h) Prior to filing a certificate of conversion to limitedpartnership with the office of the secretary of state, the conversion shall beapproved in the manner provided for by the document, instrument, agreement, orother writing, as the case may be, governing the internal affairs of the otherentity and the conduct of its business or by applicable law, as appropriate,and a partnership agreement shall be approved by the same authorizationrequired to approve the conversion.
(i) The provisions of this section shall not be construed tolimit the accomplishment of a change in the law governing, or the domicile of,another entity to the state of Rhode Island by any other means provided for ina partnership agreement or other agreement or as otherwise permitted by law,including by the amendment of a partnership agreement or other agreement.
§ 7-13-8.1 Conversion of certain entitiesto a limited partnership. – (a) As used in this section, the term "other entity" means a corporation,business trust or association, a real estate investment trust, a common-lawtrust, or any other unincorporated business or entity including a limitedliability company or a partnership, whether general or limited (including aregistered limited liability partnership).
(b) Any other entity may convert to a domestic limitedpartnership by complying with subsection (h) of this section and filing in theoffice of the secretary of state in accordance with § 7-13-13:
(1) A certificate of conversion to limited partnership thathas been executed by one or more authorized persons in accordance with §7-13-11; and
(2) A certificate of limited partnership that complies with§ 7-13-8 and has been executed by one or more authorized persons inaccordance with § 7-13-11.
(c) The certificate of conversion to a limited partnershipshall state:
(1) The date on which and jurisdiction where the other entitywas first created, formed, or otherwise came into being and, if it has changed,its jurisdiction immediately prior to its conversion to a domestic limitedpartnership;
(2) The name and type of the other entity immediately priorto the filing of the certificate of conversion to limited partnership;
(3) The name of the limited partnership as set forth in itscertificate of limited partnership filed in accordance with subsection (b) ofthis section; and
(4) The future effective date or time (which shall be a dateor time certain) of the conversion to a limited partnership if it is not to beeffective upon the filing of the certificate of conversion to limitedpartnership and the certificate of limited partnership.
(d) Upon the filing in the office of the secretary of stateof the certificate of conversion to limited partnership and the certificate offormation or upon the future effective date or time of the certificate ofconversion to limited partnership and the certificate of limited partnership,the other entity shall be converted into a domestic limited partnership and thelimited partnership shall thereafter be subject to all of the provisions ofthis chapter, except that, notwithstanding § 7-13-8, the existence of thelimited partnership shall be deemed to have commenced on the date the otherentity commenced its existence in the jurisdiction in which the other entitywas first created, formed, or otherwise came into being.
(e) The conversion of any other entity into a domesticlimited partnership shall not be deemed to affect any obligations orliabilities of the other entity incurred prior to its conversion to a domesticlimited partnership or the personal liability of any person incurred prior tothe conversion.
(f) When any conversion becomes effective under this section,for all purposes of the laws of the state of Rhode Island, all of the rights,privileges, and powers of the other entity that has converted, and allproperty, real, personal, and mixed, and all debts due to the other entity, aswell as all other things and causes of action belonging to the other entity,are vested in the domestic limited partnership and are thereafter the propertyof the domestic limited partnership as they were of the other entity that hasconverted, and the title to any real property vested by deed or otherwise inthe other entity shall not revert to such other entity or be in any wayimpaired by reason of this chapter, but all rights of creditors and all liensupon any property of the other entity shall be preserved unimpaired, and alldebts, liabilities, and duties of the other entity that has converted areattached to the domestic limited partnership and may be enforced against it tothe same extent as if those debts, liabilities, and duties were incurred orcontracted by it.
(g) Unless otherwise agreed, or as required under applicablenon-Rhode Island law, the converting other entity is not required to wind upits affairs or pay its liabilities and distribute its assets, and theconversion shall not be deemed to constitute a dissolution of the other entityand constitutes a continuation of the existence of the converting other entityin the form of a domestic limited partnership.
(h) Prior to filing a certificate of conversion to limitedpartnership with the office of the secretary of state, the conversion shall beapproved in the manner provided for by the document, instrument, agreement, orother writing, as the case may be, governing the internal affairs of the otherentity and the conduct of its business or by applicable law, as appropriate,and a partnership agreement shall be approved by the same authorizationrequired to approve the conversion.
(i) The provisions of this section shall not be construed tolimit the accomplishment of a change in the law governing, or the domicile of,another entity to the state of Rhode Island by any other means provided for ina partnership agreement or other agreement or as otherwise permitted by law,including by the amendment of a partnership agreement or other agreement.
