R.I. Gen. Laws § 7-12.1-601

Current through 2024 Public Law 457

Section 7-12.1-601 - Events causing dissociation

A person is dissociated as a partner when:

(1) The partnership knows or has notice of the person's express will to withdraw as a partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date;

(2) An event stated in the partnership agreement as causing the person's dissociation occurs;

(3) The person is expelled as a partner pursuant to the partnership agreement;

(4) The person is expelled as a partner by the affirmative vote or consent of all the other partners if:

(i) It is unlawful to carry on the partnership business with the person as a partner;

(ii) There has been a transfer of all of the person's transferable interest in the partnership, other than:

(A) A transfer for security purposes; or

(B) A charging order in effect under § 7-12. 1-504 which has not been foreclosed;

(iii) The person is an entity and:

(A) The partnership notifies the person that it will be expelled as a partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and

(B) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, or the person's charter or the equivalent or right to conduct business has not been reinstated; or

(iv) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;

(5) On application by the partnership or another partner, the person is expelled as a partner by judicial order because the person:

(i) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership's business;

(ii) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under § 7-12. 1-409; or

(iii) Has engaged or is engaging in conduct relating to the partnership's business which makes it not reasonably practicable to carry on the business with the person as a partner;

(6) The person:

(i) Becomes a debtor in bankruptcy;

(ii) Signs an assignment for the benefit of creditors; or

(iii) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person's property;

(7) In the case of an individual:

(i) The individual dies;

(ii) A guardian or general conservator for the individual is appointed; or

(iii) A court orders that the individual has otherwise become incapable of performing the individual's duties as a partner under this chapter or the partnership agreement;

(8) In the case of a person that is a testamentary or inter vivos trust or is acting as a partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the partnership is distributed;

(9) In the case of a person that is an estate or is acting as a partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the partnership is distributed;

(10) In the case of a person that is not an individual, the existence of the person terminates;

(11) The partnership participates in a merger under Article 11 of this chapter and:

(i) The partnership is not the surviving entity; or

(ii) Otherwise as a result of the merger, the person ceases to be a partner;

(12) The partnership participates in an interest exchange under Article 11 of this chapter and, as a result of the interest exchange, the person ceases to be a partner;

(13) The partnership participates in a conversion under Article 11 of this chapter;

(14) The partnership participates in a domestication under Article 11 of this chapter and, as a result of the domestication, the person ceases to be a partner; or

(15) The partnership dissolves and completes winding up.

R.I. Gen. Laws § 7-12.1-601

P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.