2013 Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-13 - Limited Partnerships
Section 7-13-8.2 - Approval of conversion of a limited partnership.
§ 7-13-8.2 Approval of conversion of a limited partnership. – A domestic limited partnership may convert to a corporation, a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business or entity including a partnership, whether general or limited (including a registered limited liability partnership) or a limited liability company, organized, formed, or created under the laws of the state of Rhode Island, upon the authorization of that conversion in accordance with this section. If the partnership agreement specified the manner of authorizing a conversion of the limited partnership, the conversion shall be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership and does not prohibit a conversion of the limited partnership, the conversion shall be authorized in the same manner as is specified in the partnership agreement for authorizing a merger or consolidation that involves the limited partnership as a constituent party to the merger or consolidation. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership or a merger or consolidation that involved the limited partnership as a constituent party and does not prohibit a conversion of the limited partnership, the conversion shall be authorized by the approval (1) by all general partners, and (2) by the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
History of Section.
(P.L. 1999, ch. 233, § 2; P.L. 2007, ch. 94, § 3; P.L. 2007, ch. 112, § 3.)
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