R.I. Gen. Laws § 7-12.1-1143: Approval of conversion.

(a) A plan of conversion is not effective unless it has been approved:

(1) By a domestic converting partnership, by all the partners of the partnership entitled to vote on or consent to any matter; and

(2) In a record, by each partner of a domestic converting partnership which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless:

(i) The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and

(ii) The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.

(b) A conversion involving a domestic converting entity that is not a partnership is not effective unless it is approved by the domestic converting entity in accordance with its organic law.

(c) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.