Rhode Island Partnership Agreement

Rhode Island partnership agreements combine specific descriptions of a partnership’s structure and operations together with a partner’s authority and status. Partners review and then sign this binding contract when they enter the partnership, which begins the term of their ownership or partnership interest.

Last updated January 29th, 2025

Rhode Island partnership agreements combine specific descriptions of a partnership’s structure and operations together with a partner’s authority and status. Partners review and then sign this binding contract when they enter the partnership, which begins the term of their ownership or partnership interest.

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Rhode Island Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) All Rhode Island partnerships meet the state’s naming requirements ( Rhode Island Business Entity Search) and while this applies to general partnerships, a Rhode Island general partnership does not have specific registration requirements.
Limited Partnership (LP) Certificate of Limited Partnership (Filing Fee: $100.00)
Limited Liability Partnership (LLP) Statement of Qualification of Limited Liability Partnership(Filing Fee: $150.00)
Limited Liability Limited Partnership (LLLP) Statement of Qualification of Limited Liability Limited Partnership(Filing Fee: $100.00)

Fiduciary Duty

Duty of Loyalty:

  • Any partner co-owning a partnership who receives property or profit (of any kind) from the “conduct or winding up” or the use of the partnership must explicitly inform the partnership for such receipts.[1]
  • Partners meet the requirement of avoiding any dealings with their partnership while acting as an agent with goals “adverse to the partnership” or on behalf of any party or entity that does.[2]
  • Partners co-owning a partnership cannot pursue any activities “competing” with that partnership while it is in business or before its dissolution.[3]

Duty of Care:

  • Every partner minds their conduct since they are explicitly mandated to maintain lawful behavior and avoid any misconduct that is “reckless” or “negligent,” whether intentional or not.[4]

Partners conduct their affairs with the partnership by consistently exercising their rights fairly as well as under the “contractual obligation of good faith.”[5]

Partners pursuing interests or conducting business outside the partnership do not “violate a duty or obligation” so long as they remain compliant with Rhode Island partnership law. [6]

Liability

Partners with the obligation to contribute to a partnership retain this responsibility regardless of “death, disability, termination, or other inability.” [7]

Partnerships hold a person liable for a promised “obligation to make a contribution” by requiring the amount of money of the contribution’s value to be paid accordingly.[8]

Every general partner in a partnership is potentially responsible for “debts, obligations, and other liabilities” their LP holds accordingly. [9]

General partners become responsible for partnership obligations once admitted but not for those that were “incurred before the person became a general partner.”[10]

General partners are not held liable for the debts or liabilities of an actively registered limited liability limited partnership simply by virtue of being a partner; thus, such obligations remain “solely” the responsibility of the LLLP. [11]

State Definitions (6)

Partner means that a specific person is accepted through a partnership agreement as well as with the “consent of all the partners” [12][13]

General partner means a person means the person in the partnership agreement or admitted to the partnership through the consent or “affirmative vote” of all partners accordingly. [14][15]

Limited partner means a person (such as an estate, individual, or company) is explicitly accepted into a partnership as a limited partner as “provided in the partnership agreement” as well as with the consent of the existing partners. [16][17]

Partnership means that “two (2) or more persons” co-own a business that is for profit and observes Rhode Island law. [18]

Limited liability partnership means the partnership successfully holds a partnership registration that includes a statement of qualification while also remaining in full compliance with Rhode Island law. [19][20]

Limited partnership means a partnership with at least one general as well as one or more limited partners and only has an active Rhode Island registration; thus, this term does not include “foreign limited partnership.” [21]