{"data":{"id":"us-ri/r.i.-gen.-laws-7-12.1-107","jurisdiction":"us-ri","citation":"R.I. Gen. Laws § 7-12.1-107","heading":"Partnership agreement — Effect on third parties and relationship to records effective on behalf of partnership.","body":"(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.\n(b) The obligations of a partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 7-12.1-504(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:\n(1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and\n(2) Is not effective to the extent the amendment:\n(i) Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or\n(ii) Prejudices the rights under § 7-12.1-701 of a person that dissociated as a partner before the amendment was made.\n(c) If a record delivered by a partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 7-12.1-105(c) or (d)(3) if contained in the partnership agreement, the provision is ineffective in the record.\n(d) Subject to subsection (c) of this section, if a record delivered by a partnership to the secretary of state for filing becomes effective and conflicts with a provision of the partnership agreement:\n(1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and\n(2) The record prevails as to other persons to the extent they reasonably rely on the record.","path":["Title 7 Corporations, Associations, and Partnerships","Chapter 12.1 Uniform Partnership Act","Article 1 General Provisions"],"source_url":"https://webserver.rilegislature.gov/Statutes/TITLE7/7-12.1/7-1/7-12.1-107.htm","current_through":"site files published 2025-08-13","vintage":"","retrieved_at":"2026-09-05T19:30:39Z","sha256":"3bc3395dd7329508831099cac35e4c177c4272ffe8ed3caf0fa01bb2fcc2fc9d","source_id":"us-ri","stale":true,"prev":"us-ri/r.i.-gen.-laws-7-12.1-106","next":"us-ri/r.i.-gen.-laws-7-12.1-108"},"notice":"GroundRules: Original legal text. Not legal advice."}