§ 7-13-1 - Definitions.
SECTION 7-13-1
§ 7-13-1 Definitions. – As used in this chapter, unless the context otherwise requires:
(1) "Certificates of limited partnership" means thecertificate referred to in § 7-13-8 and the certificate as amended orrestated.
(2) "Contribution" means any cash, property, servicesrendered, or a promissory note or other binding obligation to contribute cashor property or to perform services, which a partner contributes to a limitedpartnership in his or her capacity as a partner.
(3) "Delivering/Delivered" means either physicallytransferring a paper document to the secretary of state or transferring adocument to the secretary of state by electronic transmission through a mediumprovided and authorized by the secretary of state.
(4) "Event of withdrawal of a general partner" means an eventthat causes a person to cease to be a general partner as provided in §7-13-23.
(5) "Filing" means delivered to the secretary of state ineither paper format or electronic transmission through a medium provided andauthorized by the secretary of state.
(6) "Foreign limited partnership" means a partnership formedunder the laws of any state other than the state of Rhode Island and having aspartners one or more general partners and one or more limited partners.
(7) "General partner" means a person who has been admitted toa limited partnership as a general partner in accordance with the partnershipagreement and named in the certificate of limited partnership as a generalpartner.
(8) "Limited partner" means a person who has been admitted toa limited partnership as a limited partner in accordance with the partnershipagreement and named in the certificate of limited partnership as a limitedpartner.
(9) "Limited partnership" and "domestic limited partnership"mean a partnership formed by two or more persons under the laws of this stateand having one or more general partners and one or more limited partners.
(10) "Partner" means a limited or general partner.
(11) "Partnership agreement" means any written or oralagreement of the partners as to the affairs of a limited partnership and theconduct of its business. A written partnership agreement or another writtenagreement or writing:
(i) May provide that a person is admitted as a limitedpartner of a limited partnership, or becomes an assignee of a partnershipinterest or other rights or powers of a limited partner to the extent assigned,and becomes bound by the partnership agreement,
(A) If the person (or a representative authorized by theperson orally, in writing, or by other action such as payment for a partnershipinterest) executes the partnership agreement or any other writing evidencingthe intent of the person to become a limited partner or assignee, or
(B) Without execution, if the person (or a representativeauthorized by the person orally, in writing, or by other action such as paymentfor a partnership interest) complies with the conditions for becoming a limitedpartner or assignee as stated in the partnership agreement or any other writingand requests (orally, in writing, or by other action such as payment for apartnership interest) that the records of the limited partnership reflect theadmission or assignment, and
(ii) Shall not be unenforceable by reason of its not havingbeen signed by a person being admitted as a limited partner or becoming anassignee as provided in subdivision (11)(i), or by reason of its having beensigned by a representative as provided in this title.
(12) "Partnership interest" means a partner's share of theprofits and losses of a limited partnership and the right to receivedistributions of partnership assets.
(13) "Person" means a natural person, partnership, limitedpartnership (domestic or foreign), trust, estate, association, or corporation.
(14) "State" means a state, territory, or possession of theUnited States, the District of Columbia, or the Commonwealth of Puerto Rico.
(15) "Signature" or "Signed" or "Executed" means an originalsignature, facsimile, or an electronically transmitted signature submittedthrough a medium provided and authorized by the secretary of state.
(16) "Electronic transmission" means any form ofcommunication, not directly involving the physical transmission of paper, thatcreates a record that may be retained, retrieved, and reviewed by a recipientthereof, and that may be directly reproduced in paper form by such a recipientthrough an automated process.