Partnership Agreement - General (Rhode Island)

GENERAL PARTNERSHIP AGREEMENT

STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

This General Partnership Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among the undersigned parties (each, a "Partner" and collectively, the "Partners").

The Partners hereby form a general partnership (the "Partnership") pursuant to and in accordance with the Rhode Island Uniform Partnership Act, R.I. Gen. Laws Chapter 7-12.1 (effective January 1, 2023), and upon the terms and conditions set forth herein.

RECITALS

WHEREAS, the Partners desire to associate themselves as a general partnership for the purposes set forth herein;

WHEREAS, each Partner will make or has made the capital contributions described on Schedule A attached hereto;

WHEREAS, the Partners wish to set forth in writing their respective rights, obligations, and duties with respect to the Partnership and its operations; and

WHEREAS, the Partners intend this Agreement to constitute the "partnership agreement" as defined in R.I. Gen. Laws § 7-12.1-102;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Formation; Name; Purpose; Term
3. Capital Contributions; Partnership Interests
4. Allocations; Distributions; Tax Matters
5. Management; Voting; Meetings
6. Representations and Warranties
7. Covenants and Restrictions
8. Books, Records, and Accounting
9. Insurance and Risk Management
10. Indemnification; Limitation of Liability
11. Transfer of Interests; Admission; Withdrawal
12. Dissociation; Dissolution; Winding Up
13. Default and Remedies
14. Dispute Resolution
15. General Provisions
16. Rhode Island-Specific Provisions
17. Execution

ARTICLE 1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below.

"AAA" means the American Arbitration Association.

"Act" means the Rhode Island Uniform Partnership Act, R.I. Gen. Laws Chapter 7-12.1, as amended from time to time. The Act took effect January 1, 2023, replacing the former Chapter 7-12.

"Adjusted Capital Account" means, with respect to each Partner, such Partner's Capital Account as adjusted per Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

"Agreement" has the meaning set forth in the preamble.

"Bankruptcy" means, with respect to any Partner, (a) voluntary bankruptcy filing or order for relief; (b) general assignment for benefit of creditors; (c) appointment of receiver, trustee, or custodian; or (d) involuntary petition not dismissed within sixty (60) days.

"Capital Account" means the account maintained per Section 3.5 and Treasury Regulations Section 1.704-1(b)(2)(iv).

"Capital Contribution" means the total cash and agreed fair market value of property (net of liabilities) contributed by a Partner, as set forth on Schedule A.

"Code" means the Internal Revenue Code of 1986, as amended.

"Defaulting Partner" has the meaning set forth in Section 13.1.

"Effective Date" has the meaning set forth in the preamble.

"Fiscal Year" has the meaning set forth in Section 8.1.

"Force Majeure Event" has the meaning set forth in Section 14.8.

"Losses" has the meaning set forth in Section 10.1.

"Majority Interest" means Partners holding more than fifty percent (50%) of aggregate Percentage Interests.

"Managing Partner" has the meaning set forth in Section 5.5.

"Net Cash Flow" means gross cash receipts less all cash expenditures, excluding Capital Contributions and loan proceeds.

"Non-Defaulting Partner" has the meaning set forth in Section 13.2.

"Partner" and "Partners" have the meanings set forth in the preamble.

"Partnership" has the meaning set forth in the preamble.

"Partnership Interest" means the entire ownership interest of a Partner, including profit/loss shares, distribution rights, and management participation rights.

"Partnership Representative" has the meaning set forth in Section 4.5.

"Percentage Interest" means the percentage opposite each Partner's name on Schedule A, as amended.

"Person" means any individual, corporation, partnership, LLC, joint venture, trust, estate, unincorporated organization, governmental authority, or other entity.

"R.I. Gen. Laws" means the General Laws of Rhode Island, as amended.

"Statement of Authority" means a statement of partnership authority filed per R.I. Gen. Laws § 7-12.1-303.

"Supermajority Interest" means Partners holding at least seventy-five percent (75%) of aggregate Percentage Interests.

"Transfer" has the meaning set forth in Section 11.1.

"Treasury Regulations" means the regulations promulgated under the Code.

ARTICLE 2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is formed as a general partnership under the laws of the State of Rhode Island pursuant to the Act, effective as of the Effective Date. Under R.I. Gen. Laws § 7-12.1-202, a partnership is an association of two or more persons to carry on as co-owners a business for profit. The Act treats a partnership as a distinct entity, separate from its partners, with the capacity to own property and sue and be sued in its own name.

2.2 Partnership Name. The Partnership shall conduct its business under the name:

[________________________________]

or such other name as the Partners may unanimously approve.

2.3 Fictitious Business Name. If the Partnership operates under a name other than the real names of all Partners, it shall file a fictitious business name statement with the city or town clerk in the municipality where it conducts business, as required by Rhode Island law.

2.4 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any lawful activities incidental, necessary, or ancillary thereto.

2.5 Principal Office. The principal office shall be located at:

[________________________________]
[________________________________]
[________________________________]

The Partners may change the principal office by Majority Interest vote.

2.6 Registered Agent. The Partnership shall maintain a registered agent in Rhode Island for service of process:

Name: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________]

The registered agent must have a physical street address in Rhode Island. The registered agent may be changed by filing with the Rhode Island Secretary of State.

2.7 Term. The Partnership shall commence on the Effective Date and continue until dissolved per Article 12 or by operation of law.

2.8 Statement of Partnership Authority. The Partners authorize filing a Statement of Partnership Authority with the Rhode Island Secretary of State per R.I. Gen. Laws § 7-12.1-303. The Statement shall include:

(a) The name of the Partnership;

(b) The street address of the chief executive office and, if different, an office in Rhode Island;

(c) The names and mailing addresses of all Partners, or the name and address of an information agent;

(d) Names of Partners authorized to execute instruments transferring real property held in the Partnership's name;

(e) Any limitations on Partner authority to bind the Partnership.

The Statement of Authority is canceled by operation of law five (5) years after the filing date or the most recent amendment, unless earlier canceled or renewed.

2.9 Qualification in Other Jurisdictions. If the Partnership conducts business outside Rhode Island, it shall comply with all applicable registration requirements. Given Rhode Island's geographic size, partnerships may frequently operate across state lines into Massachusetts and Connecticut, requiring foreign qualification.

ARTICLE 3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions. Each Partner shall contribute the Capital Contribution on Schedule A on or before the Effective Date.

3.2 Additional Capital Contributions.

(a) No Partner is required to make additional contributions without written consent.

(b) If additional capital is needed, the Managing Partner shall give written notice. Partners have thirty (30) days to contribute pro rata.

(c) Non-contributing Partners' Percentage Interests shall be adjusted.

3.3 Capital Accounts. Maintained per Treasury Regulations Section 1.704-1(b)(2)(iv):

(a) Credited with contributions, allocable income/gain, and assumed liabilities;

(b) Debited with distributions, allocable losses/deductions, and assumed Partner liabilities.

3.4 Interest on Capital. No interest on contributions unless otherwise agreed in writing.

3.5 Withdrawal of Capital. Not permitted except as expressly provided herein.

3.6 Loans by Partners. Partners may make loans with Majority Interest consent, documented separately. Loans are not Capital Contributions.

ARTICLE 4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Profits and Losses.

(a) Net Profits. Allocated in proportion to Percentage Interests.

(b) Net Losses. Allocated in proportion to Percentage Interests; no allocation creating or increasing a deficit in a Partner's Adjusted Capital Account.

(c) Regulatory Allocations:

(i) Minimum Gain Chargeback per Treasury Regulations § 1.704-2(f);
(ii) Qualified Income Offset per Treasury Regulations § 1.704-1(b)(2)(ii)(d);
(iii) Nonrecourse Deductions allocated per Percentage Interests.

(d) Substantial Economic Effect. All allocations comply with Treasury Regulations § 1.704-1(b).

4.2 Distributions.

(a) Net Cash Flow distributed at times and amounts determined by Majority Interest, not less frequently than [☐ quarterly / ☐ semi-annually / ☐ annually], per Percentage Interests.

(b) Tax Distributions. The Partnership shall distribute not later than [____] days before estimated tax payment dates an amount sufficient to cover each Partner's estimated income tax liability from Partnership operations, calculated at the highest combined federal and Rhode Island marginal rate.

(c) No distribution shall render the Partnership unable to pay debts as due.

4.3 Tax Elections.

(a) Calendar year (or other permitted year);

(b) Accrual method (or other permitted method);

(c) Code Section 754 election;

(d) Other elections as the Partnership Representative deems appropriate.

4.4 Tax Returns. The Partnership shall timely file:

(a) Federal Form 1065 (U.S. Return of Partnership Income);

(b) Rhode Island Form RI-1065 (Partnership Income Tax Return);

(c) Schedule K-1 (federal and Rhode Island) to each Partner within seventy-five (75) days after Fiscal Year end.

4.5 Partnership Representative. [________________________________] is designated as the "Partnership Representative" under Code Section 6223. The Partnership Representative shall:

(a) Promptly notify all Partners of any audit;

(b) Keep Partners informed of audit status;

(c) Not settle without Majority Interest consent;

(d) Elect to push out imputed underpayments under Code Section 6226 if feasible.

4.6 Withholding. The Partnership shall comply with all federal, state, and local withholding requirements, including Rhode Island withholding for nonresident partners per R.I. Gen. Laws § 44-11-2.2.

ARTICLE 5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Rights. The Partnership shall be managed collectively by all Partners. Each Partner has the right to participate in management.

5.2 Voting. Majority Interest required for ordinary decisions. Each Partner votes per Percentage Interest.

5.3 Major Decisions Requiring Unanimous Consent.

(a) Amendment of this Agreement;

(b) Admission of a new Partner;

(c) Sale of all or substantially all assets outside the ordinary course;

(d) Merger, conversion, interest exchange, or domestication;

(e) Voluntary dissolution;

(f) Incurrence of indebtedness exceeding $[________________________________];

(g) Filing or amendment of Statement of Authority;

(h) Change in business purpose;

(i) Related-party transactions;

(j) Commencement or settlement of litigation exceeding $[________________________________].

5.4 Meetings.

(a) Regular Meetings. At least [☐ monthly / ☐ quarterly].

(b) Special Meetings. Five (5) business days' written notice.

(c) Quorum. Majority Interest, present in person, by phone/video, or by proxy.

(d) Minutes. Distributed within ten (10) business days.

(e) Action Without Meeting. Permitted by written consent.

5.5 Managing Partner.

(a) Initial Managing Partner:

[________________________________]

(b) The Managing Partner may:

(i) Execute ordinary-course contracts not exceeding $[________________________________];
(ii) Hire and terminate employees and contractors;
(iii) Open and manage bank accounts;
(iv) Make routine expenditures within budgets;
(v) Represent the Partnership before third parties.

(c) The Managing Partner serves until resignation, removal by Majority Interest, or dissociation.

5.6 Duty of Care and Loyalty. Each Partner owes the duties of care and loyalty as set forth in R.I. Gen. Laws § 7-12.1-409. The duty of care is limited to refraining from grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law. The duty of loyalty includes accounting for profits, refraining from adverse dealings, and refraining from competition with the Partnership.

5.7 Compensation. No compensation except as unanimously approved. Approved compensation treated as a guaranteed payment under Code Section 707(c).

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants as of the Effective Date:

6.1 Capacity and Authority. Full legal right, power, and authority to execute and perform. If an entity, duly organized, validly existing, and in good standing.

6.2 No Conflict. Execution and performance do not violate any law, regulation, or agreement.

6.3 Investment Purpose. Acquiring its Partnership Interest for investment, not for resale violating securities laws.

6.4 Sophistication. Financially sophisticated and has consulted independent advisors.

6.5 Financial Capacity. Has financial capacity to meet obligations.

6.6 No Litigation. No pending or threatened litigation materially impairing performance.

6.7 Compliance. In material compliance with all applicable laws, including Rhode Island licensing requirements.

6.8 Survival. These representations survive for [____] years; Sections 6.1 and 6.2 survive indefinitely.

ARTICLE 7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. The Partnership and each Partner shall comply in all material respects with applicable laws.

7.2 Non-Competition.

(a) During the term and for [____] months following dissociation or dissolution, no Partner shall directly or indirectly own, manage, operate, consult for, or be employed by any competitive business within [________________________________] (the "Restricted Territory").

(b) Rhode Island courts evaluate non-competition agreements under a reasonableness standard, considering: (i) whether the restraint is necessary to protect a legitimate business interest; (ii) whether the scope (geographic and temporal) is reasonable; and (iii) whether the restriction is unduly burdensome. Rhode Island courts have generally applied a "rule of reason" approach and may reform (blue-pencil) overbroad restrictions.

(c) Given Rhode Island's small geographic size (approximately 1,214 square miles), geographic restrictions that encompass the entire state may be more readily deemed reasonable compared to the same restriction in a geographically larger state.

(d) Exclusions. Does not apply to passive ownership of less than 5% of a publicly traded company or activities approved by other Partners.

7.3 Non-Solicitation. During the term and for [____] months following dissociation, no Partner shall solicit employees, contractors, customers, or suppliers of the Partnership.

7.4 Confidentiality.

(a) Each Partner shall keep confidential all Confidential Information, including trade secrets protected under the Rhode Island Uniform Trade Secrets Act (R.I. Gen. Laws § 6-41-1 et seq.).

(b) Exclusions: publicly available, previously known, independently developed, or required by law.

(c) Obligations survive dissociation and dissolution for [____] years.

7.5 Notice of Material Matters. Prompt notice of material breach, adverse change, litigation, or Bankruptcy.

7.6 Devotion of Time. Devote time reasonably necessary unless specified on Schedule D.

ARTICLE 8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. Ends on [________________________________].

8.2 Books and Records. Maintained at the principal office:

(a) Current list of Partners with addresses;

(b) Tax returns for the three most recent Fiscal Years;

(c) This Agreement and amendments;

(d) Statement of Authority;

(e) Financial statements for the three most recent Fiscal Years;

(f) Meeting minutes and written consents;

(g) Records as required by R.I. Gen. Laws § 7-12.1-408.

8.3 Accounting Method. [☐ Cash / ☐ Accrual] basis, GAAP.

8.4 Financial Reporting. The Managing Partner or accountant shall:

(a) Prepare monthly or quarterly unaudited statements within thirty (30) days;

(b) Prepare annual financial statements within ninety (90) days;

(c) Provide additional information upon reasonable request.

8.5 Inspection Rights. Each Partner may inspect and copy books and records upon reasonable notice during business hours, as provided by R.I. Gen. Laws § 7-12.1-408. The Act grants Partners and former partners (for a reasonable period) the right to inspect and copy Partnership records. The Partnership shall provide information reasonably necessary for the exercise of the Partner's rights and duties.

8.6 Bank Accounts. Deposited in the Partnership's name. Withdrawals require [☐ one / ☐ two] authorized signature(s).

8.7 Independent Accountant. Partners may engage a CPA for annual audit at Partnership expense.

ARTICLE 9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall maintain:

(a) Commercial general liability — not less than $[________________________________] per occurrence / $[________________________________] aggregate;

(b) Property insurance covering Partnership property;

(c) Workers' compensation as required by Rhode Island law (R.I. Gen. Laws § 28-29-1 et seq.);

(d) Professional liability, if applicable — not less than $[________________________________];

(e) Business interruption insurance;

(f) Such other insurance as required by law or deemed advisable.

9.2 Additional Insured. Each Partner named as additional insured where feasible.

9.3 Rhode Island Workers' Compensation. Rhode Island requires employers to carry workers' compensation insurance under R.I. Gen. Laws § 28-29-1 et seq. The Partnership shall obtain coverage through a licensed carrier or the Rhode Island Employers' Security Fund if the Partnership has employees.

9.4 Rhode Island Temporary Disability Insurance (TDI). Under R.I. Gen. Laws § 28-39-1 et seq., Rhode Island requires employers to provide temporary disability insurance for employees. If the Partnership has employees, it must comply with TDI requirements.

9.5 Risk Management. Appropriate risk management policies shall be implemented.

ARTICLE 10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification. Each Partner ("Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners and the Partnership from "Losses" (losses, damages, liabilities, claims, costs, expenses, attorneys' fees) arising from:

(a) Breach of this Agreement;

(b) Grossly negligent, reckless, or willful misconduct;

(c) Knowing violation of law.

10.2 Notice and Defense. Prompt notice and reasonable control of defense.

10.3 Advance of Expenses. Partnership may advance expenses, subject to repayment.

10.4 Limitation of Liability.

(a) No Partner is liable for monetary damages except for breach of loyalty, bad faith, intentional misconduct, knowing violation of law, improper personal benefit, or fraud.

(b) Aggregate liability capped at [________________________________] (the "Liability Cap"), except for fraud, willful misconduct, or knowing violation of law.

(c) IN NO EVENT SHALL ANY PARTNER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT.

10.5 Exculpation. No liability for good faith reliance on records, expert opinions, or information reasonably believed accurate.

10.6 Insurance. The Partnership may purchase insurance for Partners.

ARTICLE 11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may Transfer without:

(a) Compliance with securities laws;

(b) Consent of [____]% of non-transferring Percentage Interests;

(c) Satisfactory opinion of counsel.

11.2 Right of First Refusal.

(a) Written Offer Notice with copy of third-party offer;

(b) Thirty (30) days to elect pro rata;

(c) If not exercised, Transfer within ninety (90) days on no more favorable terms.

11.3 Buy-Sell Provisions.

(a) Triggering Events: Death/disability, Bankruptcy, material breach, retirement with [____] days' notice.

(b) Valuation: [☐ Mutual agreement / ☐ Independent appraisal / ☐ Formula on Schedule E].

(c) Payment: [☐ In full / ☐ Installments over [____] months at [____]%].

11.4 Admission of New Partners. Unanimous consent and joinder (Schedule C) required.

11.5 Withdrawal.

(a) Ninety (90) days' written notice.

(b) Interest purchased per Section 11.3(b).

(c) Wrongful withdrawal creates liability under R.I. Gen. Laws § 7-12.1-602.

ARTICLE 12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation. A Partner is dissociated upon events per R.I. Gen. Laws § 7-12.1-601, including:

(a) Notice of express will to withdraw;

(b) An event specified in this Agreement;

(c) Expulsion pursuant to this Agreement;

(d) Expulsion by unanimous vote for cause;

(e) Judicial expulsion under R.I. Gen. Laws § 7-12.1-601;

(f) Bankruptcy;

(g) Death, incapacity, or appointment of guardian (individual Partner);

(h) Termination of entity Partner.

12.2 Effect of Dissociation.

(a) Management rights terminate;

(b) Duties of loyalty and care terminate as to future matters;

(c) Interest purchased per Section 11.3.

12.3 Dissolution Events. The Partnership dissolves upon the first to occur of:

(a) Unanimous written agreement;

(b) An event making it unlawful to continue the business;

(c) Judicial determination under R.I. Gen. Laws § 7-12.1-801 that (i) the economic purpose is likely unreasonably frustrated, (ii) a Partner has engaged in conduct making it not reasonably practicable to carry on the business, or (iii) it is not reasonably practicable to carry on in conformity with this Agreement;

(d) Dissociation of a Partner resulting in dissolution under R.I. Gen. Laws § 7-12.1-801, unless within ninety (90) days a majority in interest agrees to continue;

(e) Disposition of substantially all assets.

12.4 Winding Up. Upon dissolution:

(a) Partners who have not wrongfully caused dissolution shall wind up per R.I. Gen. Laws § 7-12.1-803;

(b) The Partnership continues for winding up only;

(c) Each Partner cooperates;

(d) File a statement of dissolution with the Rhode Island Secretary of State per R.I. Gen. Laws § 7-12.1-802.

12.5 Distribution Upon Liquidation.

(a) Pay creditors (including Partner-creditors);

(b) Reserves for contingent liabilities;

(c) Return Capital Contributions;

(d) Distribute per positive Capital Account balances.

12.6 Deficit Capital Account. No Partner must restore a deficit unless required by law.

ARTICLE 13. DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" by a Partner ("Defaulting Partner") occurs upon:

(a) Material breach not cured within thirty (30) days;

(b) Bankruptcy;

(c) Fraud, embezzlement, or criminal conduct relating to the Partnership;

(d) Knowing violation of law materially adversely affecting the Partnership;

(e) Failure to make Capital Contribution within fifteen (15) days of demand.

13.2 Remedies. Non-Defaulting Partners may:

(a) Suspend voting and management rights;

(b) Purchase interest at the lesser of FMV or book value, less damages;

(c) Offset amounts against distributions;

(d) Seek specific performance, injunctive relief, or other remedies;

(e) Expel the Defaulting Partner.

13.3 Cumulative Remedies. Remedies are cumulative and not exclusive.

13.4 Attorneys' Fees. The prevailing party is entitled to reasonable attorneys' fees and costs.

ARTICLE 14. DISPUTE RESOLUTION

14.1 Negotiation. Good faith negotiation upon written notice.

14.2 Mediation. If unresolved within thirty (30) days, non-binding AAA mediation in [________________________________], Rhode Island. Costs shared equally.

14.3 Mandatory Arbitration. If unresolved within sixty (60) days of mediation, binding AAA Commercial Arbitration:

(a) Seat: [________________________________], Rhode Island;

(b) One (1) arbitrator (three (3) if exceeding $[________________________________]) with ten (10) years' experience;

(c) Reasoned award within sixty (60) days;

(d) Final and binding; judgment in any Rhode Island court.

14.4 Injunctive Relief. Any Partner may seek injunctive relief in the Rhode Island Superior Court, [________________________________] Division, or the United States District Court for the District of Rhode Island.

14.5 Governing Law. This Agreement is governed by Rhode Island law, including the Act, without regard to conflict of laws principles.

14.6 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY RHODE ISLAND LAW, EACH PARTNER WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING RELATING TO THIS AGREEMENT.

14.7 Confidentiality. All mediation and arbitration proceedings are confidential.

14.8 Force Majeure. No Partner is liable for delay or failure caused by Force Majeure Events (natural disasters, war, terrorism, pandemics, governmental actions, labor disputes, hurricanes, coastal flooding), provided prompt notice and commercially reasonable mitigation. Rhode Island-specific events may include coastal storms, hurricane damage, and Narragansett Bay-related flooding.

ARTICLE 15. GENERAL PROVISIONS

15.1 Amendments. Amendment requires written instrument by all Partners.

15.2 Waiver. No failure or delay operates as a waiver.

15.3 Entire Agreement. This Agreement and Schedules constitute the entire agreement.

15.4 Severability. Invalid provisions reformed; remainder continues.

15.5 Successors and Assigns. Binding on Partners and permitted successors.

15.6 Notices. Written notices deemed given upon:

(a) Personal delivery;

(b) One (1) business day after overnight courier;

(c) Three (3) business days after certified mail;

(d) Confirmed email (with copy by another method);

addressed to the Partner at the address on Schedule A.

15.7 Counterparts; Electronic Signatures. Executed in counterparts. Electronic signatures binding under the Rhode Island Uniform Electronic Transactions Act (R.I. Gen. Laws § 42-127.1-1 et seq.).

15.8 Interpretation. Headings for convenience. "Including" means "including without limitation."

15.9 No Third-Party Beneficiaries. No Person other than Partners and permitted successors has rights.

15.10 Further Assurances. Each Partner shall execute further documents as necessary.

15.11 Creditors. No provision benefits creditors except as required by law.

ARTICLE 16. RHODE ISLAND-SPECIFIC PROVISIONS

16.1 Governing Statute. This Partnership is formed under the Rhode Island Uniform Partnership Act, R.I. Gen. Laws Chapter 7-12.1. Rhode Island adopted its revised Uniform Partnership Act effective January 1, 2023, replacing the former Chapter 7-12 (which contained Rhode Island's original partnership statutes). The new Act is based on the most recent uniform act promulgated by the Uniform Law Commission and treats a partnership as a distinct legal entity.

16.2 Key Features of Rhode Island's Revised UPA (Chapter 7-12.1).

(a) Entity Theory. Under the revised Act, the partnership is treated as a distinct entity separate from its partners. The partnership can own property, sue, and be sued in its own name.

(b) Merger, Conversion, and Domestication. The revised Act provides clear statutory procedures for merging partnerships, converting between entity types (e.g., partnership to LLC), conducting interest exchanges, and domesticating foreign partnerships into Rhode Island (Articles 10-12 of Chapter 7-12.1).

(c) Perpetual LLP Status. The revised Act establishes perpetual status for registered Limited Liability Partnerships, eliminating the need for periodic renewal of LLP status (unlike some other states).

(d) Enhanced Information Rights. Under R.I. Gen. Laws § 7-12.1-408, partners have enhanced rights to information from the partnership, including the right to inspect and copy records, and to obtain information from the partnership reasonably related to the exercise of their rights and duties.

16.3 Non-Waivable Provisions. Under R.I. Gen. Laws § 7-12.1-105, the partnership agreement may not:

(a) Vary the requirements under § 7-12.1-105;

(b) Unreasonably restrict access to information under § 7-12.1-408;

(c) Eliminate the duty of loyalty, though specific permitted activities may be identified if not manifestly unreasonable;

(d) Unreasonably reduce the duty of care;

(e) Eliminate the contractual obligation of good faith and fair dealing;

(f) Vary the power to dissociate as a partner, except to require notice not exceeding 180 days;

(g) Vary the right of a court to expel a partner;

(h) Vary the requirement to wind up partnership business;

(i) Restrict the rights of third parties.

16.4 Statement of Partnership Authority Filing.

(a) Filing. The Partnership may file a Statement of Partnership Authority with the Rhode Island Secretary of State per R.I. Gen. Laws § 7-12.1-303.

(b) Filing Fee. The fee for filing a statement is $50.00 (as of 2026; verify current fee with the Secretary of State).

(c) Duration. The Statement is canceled by operation of law five (5) years after filing or the most recent amendment, unless earlier canceled.

(d) Real Property. If the Partnership holds real property in Rhode Island, a certified copy shall be recorded with the land evidence records in the city or town where the property is located.

(e) Contact Information:
Rhode Island Secretary of State, Business Services Division
148 West River Street
Providence, Rhode Island 02904
Telephone: (401) 222-3040
Website: www.sos.ri.gov

16.5 Rhode Island Tax Matters.

(a) Rhode Island Personal Income Tax — Pass-Through Treatment. Rhode Island does not impose an entity-level income tax on general partnerships. Partnership income passes through to partners and is taxed on their individual returns.

Rhode Island uses a three-bracket income tax system. Partners should factor the combined federal and Rhode Island rate when calculating Tax Distributions.

(b) RI-1065 Filing. The Partnership must file Rhode Island Form RI-1065 (Partnership Income Tax Return) with the Rhode Island Division of Taxation.

(c) Minimum Annual Entity Tax. Legal business entities, including certain limited partnerships and LLPs, are required to pay a minimum annual tax of $400.00 to the Rhode Island Division of Taxation, regardless of income. General partnerships that are not LLPs may not be subject to this minimum tax, but Partners should confirm with a Rhode Island tax professional.

(d) Withholding for Nonresident Partners. The Partnership shall withhold Rhode Island income tax on distributive shares to nonresident partners per R.I. Gen. Laws § 44-11-2.2.

(e) Rhode Island Sales Tax. If the Partnership sells taxable goods or services in Rhode Island, it must:

(i) Register for a Sales Tax Permit with the Rhode Island Division of Taxation;
(ii) Collect and remit Rhode Island sales tax at the rate of 7.0%;
(iii) File returns on the prescribed schedule.

(f) Rhode Island Tangible Property Tax. Rhode Island cities and towns impose a tangible property tax on business equipment and furnishings. The Partnership must file tangible property returns with the tax assessor in each municipality where tangible property is located.

(g) Division of Taxation Contact:
Rhode Island Division of Taxation
One Capitol Hill
Providence, Rhode Island 02908
Telephone: (401) 574-8829
Website: www.tax.ri.gov

16.6 Rhode Island Judicial System — Single Federal District.

(a) Rhode Island has a single United States District Court — the United States District Court for the District of Rhode Island, located in Providence. All federal matters for the entire state are heard in this one district.

(b) Rhode Island's state court system includes:

(i) Superior Court — general trial court of broad jurisdiction, divided into four divisions: Providence/Bristol, Kent, Washington, and Newport;
(ii) District Court — limited jurisdiction for smaller civil and misdemeanor matters;
(iii) Family Court and specialized courts;
(iv) Supreme Court — the state's only appellate court.

(c) Partnership disputes in Rhode Island state court are typically heard in the Superior Court.

16.7 Joint and Several Liability. Under R.I. Gen. Laws § 7-12.1-306, partners are jointly and severally liable for all partnership obligations. Partners should carefully evaluate their personal liability exposure and consider conversion to an LLP.

16.8 Conversion to LLP. The Partners may convert to a Limited Liability Partnership by filing a Notice of Registration with the Rhode Island Secretary of State per R.I. Gen. Laws § 7-12.1-901 et seq.

(a) The revised Act establishes perpetual LLP status, meaning the registration does not expire and does not require periodic renewal.

(b) LLPs must file an annual report and maintain a registered agent in Rhode Island.

(c) The annual report fee is $50.00 (verify current fee).

16.9 Partnership Property in Rhode Island. Under R.I. Gen. Laws § 7-12.1-203, property acquired by the partnership is property of the partnership and not of the individual partners. The entity theory of the revised Act reinforces that partners have no direct ownership interest in specific partnership property.

16.10 Multi-State Considerations. Given Rhode Island's small geographic area:

(a) Partnerships in the Providence metropolitan area may have employees or customers in Massachusetts and Connecticut;

(b) The Partnership may need to register as a foreign partnership in neighboring states;

(c) Apportionment of income among Rhode Island, Massachusetts, and Connecticut may be required;

(d) Partners should consult with tax advisors regarding multi-state tax obligations, including Massachusetts income tax for Massachusetts-source income and Connecticut pass-through entity tax.

16.11 Rhode Island Secretary of State Filing Reference.

Note: Fees subject to change. Verify at www.sos.ri.gov or (401) 222-3040.

16.12 Rhode Island Coastal Zone Management. If the Partnership engages in activities in the coastal zone:

(a) The Rhode Island Coastal Resources Management Council (CRMC) has jurisdiction over activities within 200 feet of coastal features;

(b) A CRMC assent may be required for certain construction or development activities;

(c) Partners should consult R.I. Gen. Laws § 46-23-1 et seq. for applicable requirements.

ARTICLE 17. EXECUTION

IN WITNESS WHEREOF, the undersigned Partners have executed this General Partnership Agreement as of the Effective Date.

PARTNER SIGNATURE BLOCKS

PARTNER 1:

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction: [________________________________]
Title: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

PARTNER 2:

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction: [________________________________]
Title: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

PARTNER 3 (if applicable):

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction: [________________________________]
Title: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

NOTARY ACKNOWLEDGMENT

STATE OF RHODE ISLAND
COUNTY OF [________________________________]

Before me, the undersigned notary public, on this [____] day of [________________________________], 20[____], personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public Signature: _______________________________________________

Printed Name: [________________________________]

My Commission Expires: [__/__/____]

[NOTARY SEAL]

SCHEDULE A — PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Total Percentage Interests: 100%

SCHEDULE B — RHODE ISLAND TAX AND COMPLIANCE CHECKLIST

☐ Federal EIN obtained

☐ Rhode Island tax registration completed with Division of Taxation

☐ Rhode Island Form RI-1065 filing requirement confirmed

☐ Rhode Island Sales Tax Permit obtained (if applicable)

☐ Tangible property tax obligations identified — municipalities determined

☐ Nonresident partner withholding procedures established (R.I. Gen. Laws § 44-11-2.2)

☐ Multi-state tax obligations reviewed (Massachusetts, Connecticut)

☐ Workers' compensation insurance obtained (if employees) (R.I. Gen. Laws § 28-29-1 et seq.)

☐ Temporary Disability Insurance (TDI) enrollment (if employees) (R.I. Gen. Laws § 28-39-1 et seq.)

☐ Fictitious business name filed with city/town clerk (if applicable)

☐ Local business license(s) obtained

☐ Coastal zone permits reviewed (if applicable — CRMC)

SCHEDULE C — FORM OF JOINDER AGREEMENT

The undersigned agrees to become a Partner and be bound by the General Partnership Agreement dated [__/__/____], as amended.

New Partner Information:

Name: [________________________________]
Address: [________________________________]
Capital Contribution: $[________________________________]
Percentage Interest: [____]%
Effective Date: [__/__/____]

Signature: _______________________________________________
Date: [__/__/____]

Acknowledged by Existing Partners:

SCHEDULE D — PARTNER DUTIES AND COMPENSATION

SCHEDULE E — VALUATION METHODOLOGY

☐ Option 1: Agreed Value. Partners attempt to agree within thirty (30) days.

☐ Option 2: Independent Appraisal. Each side selects one appraiser; the two select a third. Average (or median if >20% divergence) controls. Costs shared equally.

☐ Option 3: Formula. FMV = [____] x average net income for [____] years + book value of assets - liabilities.

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. This template must be reviewed and customized by a qualified attorney licensed in the State of Rhode Island before execution. Rhode Island adopted a revised Uniform Partnership Act effective January 1, 2023, which may differ materially from prior law. Multi-state partnerships operating in Rhode Island, Massachusetts, and Connecticut should carefully review tax obligations in all applicable jurisdictions. Laws and filing requirements change frequently. Do not use this template without professional legal review. No attorney-client relationship is created by use of this template.

Prepared for use on the ezel.ai platform. Last updated: 2026-02-27.