§ 7-13-8.2 - Approval of conversion of a limited partnership.
SECTION 7-13-8.2
§ 7-13-8.2 Approval of conversion of alimited partnership. – A domestic limited partnership may convert to a corporation, a business trustor association, a real estate investment trust, a common-law trust, or anyother unincorporated business or entity including a partnership, whethergeneral or limited (including a registered limited liability partnership) or alimited liability company, organized, formed, or created under the laws of thestate of Rhode Island, upon the authorization of that conversion in accordancewith this section. If the partnership agreement specified the manner ofauthorizing a conversion of the limited partnership, the conversion shall beauthorized as specified in the partnership agreement. If the partnershipagreement does not specify the manner of authorizing a conversion of thelimited partnership and does not prohibit a conversion of the limitedpartnership, the conversion shall be authorized in the same manner as isspecified in the partnership agreement for authorizing a merger orconsolidation that involves the limited partnership as a constituent party tothe merger or consolidation. If the partnership agreement does not specify themanner of authorizing a conversion of the limited partnership or a merger orconsolidation that involved the limited partnership as a constituent party anddoes not prohibit a conversion of the limited partnership, the conversion shallbe authorized by the approval (1) by all general partners, and (2) by thelimited partners or, if there is more than one class or group of limitedpartners, then by each class or group of limited partners, in either case, bylimited partners who own more than fifty percent (50%) of the then currentpercentage or other interest in the profits of the domestic limited partnershipowned by all of the limited partners or by the limited partners in each classor group, as appropriate.