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Current as of January 01, 2026 | Updated by Findlaw Staff
(a) A partnership may become a limited-liability partnership pursuant to this section.
(b) The terms and conditions on which a partnership becomes a limited-liability partnership must be approved by the affirmative vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the affirmative vote or consent necessary to amend those provisions.
(c) After the approval required by subsection (b) of this section, a partnership may become a limited-liability partnership by delivering to the secretary of state for filing a statement of qualification. The statement must contain:
(1) The name of the partnership which must comply with § 7-12.1-902;
(2) The street and mailing addresses of the partnership's principal office and, if different, the street address of an office in this state, if any;
(3) The name and street and mailing addresses in this state of the partnership's registered agent; and
(4) A statement that the partnership elects to become a limited-liability partnership.
(d) A partnership's status as a limited-liability partnership remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection (f) of this section or administratively revoked pursuant to § 7-12.1-903.
(e) The status of a partnership as a limited-liability partnership and the protection against liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited-liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.
(f) A limited-liability partnership may amend or cancel its statement of qualification by delivering to the secretary of state for filing a statement of amendment or cancellation. The statement must be approved by the affirmative vote or consent of all the partners and state the name of the limited-liability partnership and in the case of:
(1) An amendment, state the text of the amendment; and
(2) A cancellation, state that the statement of qualification is canceled.
Cite this article: FindLaw.com - Rhode Island General Laws Title 7. Corporations, Associations, and Partnerships § 7-12.1-901. Statement of qualification - last updated January 01, 2026 | https://codes.findlaw.com/ri/title-7-corporations-associations-and-partnerships/ri-gen-laws-sect-7-12-1-901/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
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