R.I. Gen. Laws § 7-6-107 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-107
§ 7-6-107. Effect of repeal of prior chapters.
Status: repealed

(a) The repeal of a prior chapter by this chapter does not affect any right accrued or established, or any liability or penalty incurred, under the provisions of the prior chapter, prior to its repeal.

(b) The limitation formerly set forth in § 7-6-8, as amended, which is repealed hereby, and any similar limitation does not subsequently apply to any existing corporation whether created by special act of the general assembly or otherwise, even if the corporations articles of incorporation or any special act of the general assembly contain a reference to § 7-6-8 or a recitation of the limitation previously contained in that section or any similar limitation.

(c) Each existing corporation has the powers set forth in § 7-6-5 of this chapter even if its articles of incorporation contain other or different powers or contain a reference to or recitation of the powers granted by any act at this time or subsequently repealed.
R.I. Gen. Laws § 7-16-5.2 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-5.2
§ 7-16-5.2. Approval of conversion of a limited liability company.
Status: in_force

(a) A domestic limited liability company may convert to a corporation, a business trust, or association, a real estate investment trust, a common law trust, a sole proprietorship, or any other unincorporated business or entity including a partnership (whether general or limited, including a registered limited liability partnership), or a foreign limited liability company upon the authorization of the conversion in accordance with this section.

(b) If the limited liability company agreement specified the manner of authorizing a conversion of the limited liability company, the conversion shall be authorized as specified in the limited liability company agreement. If the limited liability company agreement does not specify the manner of authorizing a conversion of the limited liability company and does not prohibit a conversion of the limited liability company, the conversion shall be authorized in the same manner as is specified in the limited liability company agreement for authorizing a merger or consolidation that involves the limited liability company as a constituent party to the merger or consolidation. If the limited liability company agreement does not specify the manner of authorizing a conversion of the limited liability company or a merger or consolidation that involves the limited liability company as a constituent party and does not prohibit a conversion of the limited liability company, the conversion shall be authorized by the approval by the members or, if there is more than one class or group of members, then by each class or group of members, in either case, by members who own more than fifty percent (50%) of the then-current percentage or other interest in the profits of the domestic limited liability company owned by all of the members or by the members in each class or group, as appropriate.

(c) Unless otherwise agreed, the conversion of a domestic limited liability company to another entity or business form pursuant to this section shall not require the limited liability company to wind up its affairs under § 7-16-45 or pay its liabilities and distribute its assets under § 7-16-46, and the conversion shall not constitute a dissolution of the limited liability company. When a limited liability company has converted to another entity or business form pursuant to this section, for all purposes of the laws of the state of Rhode Island, the other entity or business form shall be deemed to be the same entity as the converting limited liability company and conversion shall constitute a continuation of the existence of the limited liability company in the form of such other entity or business form.

(d) In connection with a conversion of a domestic limited liability company to another entity or business form pursuant to this section, rights or securities of or interests in the domestic limited liability company that is to be converted may be exchanged for or converted into cash, property, rights, or securities of or interests in the entity or business form into which the domestic limited liability company is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of or interests in another entity or business form or may be cancelled.

(e) If a limited liability company shall convert in accordance with this section to another entity or business form organized, formed, or created under the laws of a jurisdiction other than the state of Rhode Island or to a Rhode Island unincorporated other entity, a certificate of conversion to non-Rhode Island entity shall be filed in the office of the secretary of state. The certificate of conversion to non-Rhode Island entity shall state:

(1) The name of the limited liability company and, if it has been changed, the name under which its certificate of formation was originally filed;

(2) The date of filing of its original certificate of formation with the secretary of state;

(3) The jurisdiction in which the entity or business form, to which the limited liability company shall be converted, is organized, formed, or created, and the name and type of such entity or business form;

(4) The future effective date or time (which shall be a date or time certain) of the conversion if it is not to be effective upon the filing of the certificate of conversion to non-Rhode Island entity;

(5) That the conversion has been approved in accordance with this section;

(6) The agreement of the limited liability company that it may be served with process in the state of Rhode Island in any action, suit, or proceeding for enforcement of any obligation of the limited liability company arising while it was a limited liability company of the state of Rhode Island, and that it irrevocably appoints the secretary of state as its agent to accept service of process in any such action, suit, or proceeding.

(f) Upon the filing in the office of the secretary of state of the certificate of conversion to non-Rhode Island entity or upon the future effective date or time of the certificate of conversion to non-Rhode Island entity and upon payment of all fees due by the limited liability company, the secretary of state shall certify that the limited liability company has filed all documents and paid all fees required by this chapter, and thereupon the limited liability company shall cease to exist as a limited liability company of the state of Rhode Island. Such certificate of the secretary of state shall be prima facie evidence of the conversion by the limited liability company out of the state of Rhode Island.

(g) The conversion of a limited liability company out of the state of Rhode Island in accordance with this section and the resulting cessation of its existence as a limited liability company of the state of Rhode Island pursuant to a certificate of conversion to non-Rhode Island entity shall not be deemed to affect any obligations or liabilities of the limited liability company incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, nor shall it be deemed to affect the choice of laws applicable to the limited liability company with respect to matters arising prior to such conversion.

(h) When a limited liability company has been converted to another entity or business form pursuant to this section, the other entity or business form shall, for all purposes of the laws of the state of Rhode Island, be deemed to be the same entity as the limited liability company. When any conversion shall have become effective under this section, for all purposes of the laws of the state of Rhode Island, all of the rights, privileges, and powers of the limited liability company that has converted, and all property, real, personal, and mixed, and all such debts due to the limited liability company, as well as all other things and causes of action belonging to the limited liability company, shall remain vested in the other entity or business form to which the limited liability company has converted and shall be the property of the other entity or business form, and the title to any real property vested by deed or otherwise in the limited liability company shall not revert to the limited liability company or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of the limited liability company shall be preserved unimpaired, and all debts, liabilities, and duties of the limited liability company that has converted shall remain attached to the other entity or business form to which the limited liability company has converted, and may be enforced against it to the same extent as if said debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as the other entity or business form. The rights, privileges, powers, and interests in property of the limited liability company that has converted, as well as the debts, liabilities, and duties of the limited liability company, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which the limited liability company has converted for any purpose of the laws of the state of Rhode Island.
R.I. Gen. Laws § 7-6-69 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-69
§ 7-6-69. Continuation of certain corporate powers.
Status: in_force

Any corporation dissolved in any manner under this chapter or any corporation whose certificate of incorporation is revoked by the secretary of state under § 7-6-56 nevertheless continues for five (5) years after the date of the dissolution or revocation for the purpose of enabling it to settle and close out its affairs, to dispose of and convey its property, to discharge its liabilities, and to distribute its assets, but not for the purpose of continuing the activities for which it was organized. The members, directors, and officers have power to take any corporate or other action that is appropriate to carry out the purposes of this section.
R.I. Gen. Laws § 7-9-5 — RI Code / Title 7 / Chapter 7-9 / Section 7-9-5
§ 7-9-5. Allowance of bonding costs in accounts.
Status: in_force

Any court or officer whose duty it is to pass upon the account of any person or corporation required by law to give bond, may, whenever the person or corporation has given any company as surety upon the bond, allow in the settlement of the account a reasonable sum for the expense of procuring the surety.
R.I. Gen. Laws § 7-6-43 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-43
§ 7-6-43. Procedure for merger.
Status: in_force

(a) Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may merge into one of the entities pursuant to a plan of merger approved in the manner provided in this chapter. This section does not apply to insurance holding company systems as defined in § 27-35-1.

(b) Each entity shall adopt a plan of merger setting forth:

(1) The names of the entities proposing to merge, and the name of the entity into which they propose to merge, which is subsequently designated as the surviving entity;

(2) The terms and conditions of the proposed merger;

(3) A statement of any changes in the articles of incorporation of the surviving entity to be effected by the merger; and

(4) Such other provisions regarding the proposed merger that are deemed necessary or desirable.
R.I. Gen. Laws § 7-1-13 — RI Code / Title 7 / Chapter 7-1 / Section 7-1-13
§ 7-1-13. Legislative control of future charters.
Status: repealed

The charter or articles of association of every corporation subsequently created may be amended or repealed at the will of the general assembly.
R.I. Gen. Laws § 7-6-41.1 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-41.1
§ 7-6-41.1. Certificate of correction.
Status: in_force

(a) Whenever any instrument authorized to be filed with the secretary of state under any provision of this chapter has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed, or acknowledged, the instrument may be corrected by filing with the secretary of state a certificate of correction, which must be executed, acknowledged, and filed in accordance with this section.

(b) The corrected instrument must be specifically designated as such in its heading, specify the inaccuracy or defect to be corrected, and set forth the entire instrument in corrected form.

(c) The certificate of correction shall be executed by the corporation, by its president or vice president, and by its secretary or an assistant secretary and shall set forth:

(1) The name of the corporation.

(2) The inaccuracy or defect to be corrected and set forth the portion of the instrument in corrected form.

(3) If there are members entitled to vote on the correction:

(i) A statement setting forth the date of the meeting of members at which the correction was adopted, that a quorum was present at the meeting, and that the correction received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or

(ii) A statement that the correction was adopted by a consent in writing signed by all members entitled to vote on it.

(4) If there are no members, or no members entitled to vote on the correction, a statement of the fact, the date of the meeting of the board of directors at which the correction was adopted, and a statement of the fact that the correction received the vote of a majority of the directors in office.

(5) The entire instrument in corrected form attached.

(d) An instrument corrected in accordance with this section is effective as of the date the original instrument was filed, except as to those individuals who are substantially and adversely affected by the correction and as to those individuals the instrument as corrected is effective from its filing date.
R.I. Gen. Laws § 7-6-16 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-16
§ 7-6-16. Bylaws.
Status: in_force

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation.
R.I. Gen. Laws § 7-8-26 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-26
§ 7-8-26. Apportionment of net savings.
Status: in_force

At least once a year, the members and/or directors, as provided in the articles of association or bylaws, shall apportion the net savings of the association, after payment of return on capital, and after deduction of sums retained for proper corporate purposes, which may include an educational fund and a fund for the general welfare of the members, among member patrons, or to all patrons of the association in proportion to their patronage. However:

(1) Not less than ten percent (10%) shall be placed in a reserve fund until such time as the fund equals at least fifty percent (50%) of the paid-up capital, and the fund may be used in the general conduct of business.

(2) Sums allocated to subscribers and nonmembers as a result of the apportionment need not be paid in cash but may, if the articles of association or bylaws provide, be credited on the books of the association toward the payment of the minimum amount of share or membership capital subscribed for, or necessary for membership.

(3) If, within any period of time specified in the bylaws:

(i) Any subscriber has not accumulated and paid in the amount of capital subscribed for, or necessary for membership, whichever is specified in the articles of association or bylaws; or

(ii) Any nonmember has not accumulated in his or her account the sum necessary for membership, or has accumulated the sum but neither requests nor agrees to become a member, or fails to comply with any provisions of the bylaws for admission to membership, then the amount accumulated or paid in may, if the articles of association or bylaws provide, be added to the general funds of the association, and subsequently no member, subscriber, or nonmember has any further rights in the paid-in capital or accumulated credits.
R.I. Gen. Laws § 7-6-31 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-31
§ 7-6-31. Dividends prohibited.
Status: in_force

A corporation may issue shares to its members, but no dividend shall be paid on the shares and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers, except that dividends may be paid and income or profit may be distributed to its members by a corporation all of the members of which are corporations to which this chapter applies. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered; may confer benefits upon its members in conformity with its purposes; and upon dissolution or final liquidation, may make distributions to its members as permitted by this chapter; and no payment, benefit, or distribution is deemed to be a dividend or a distribution of income or profit.
R.I. Gen. Laws § 7-12-8 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-8
§ 7-12-8. Memorandum exonerating partner on separate composition.
Status: in_force

Every debtor making a composition or compromise takes from the creditor with whom he or she may make the composition or compromise a note or memorandum in writing, exonerating him or her from all individual liability incurred by reason of the connection with the copartnership. The note or memorandum may be given in evidence by the debtor under the general issue, in bar of the creditors right of recovery against him or her.
R.I. Gen. Laws § 7-16-22 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-22
§ 7-16-22. Records and information.
Status: in_force

(a) Each limited liability company shall keep at its principal office the following:

(1) A current list of the full name and last known business address of each member and manager;

(2) Copies of records that would enable a member to determine the capital values and the relative voting rights of the members;

(3) A copy of the articles of organization and any restatements of the articles and amendments;

(4) Executed copies of any powers of attorney pursuant to which any certificate has been executed;

(5) Copies of the limited liability companys federal, state and local income tax returns and reports, if any, for the five most recent years;

(6) A copy of any written operating agreement;

(7) Any written records of proceedings of the members or managers; and

(8) Copies of any financial statements of the limited liability company for the five most recent years.

(b) A member may:

(1) At the members own expense, inspect and copy any limited liability company records required to be kept under this section upon reasonable request during ordinary business hours; and

(2) Obtain from time to time, upon reasonable request, information regarding the state of the business and financial condition of the limited liability company.

(c) The current list of names and addresses of the members shall be made available to the secretary of state, the director of the department of business regulation, or the attorney general, as applicable, within five (5) business days of receipt of a written request by the secretary, director, or attorney general stating that the information is required in connection with an investigatory or enforcement proceeding.
R.I. Gen. Laws § 7-6-78 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-78
§ 7-6-78. Change of registered office or registered agent of foreign corporation.
Status: in_force

(a) A foreign corporation authorized to conduct affairs in this state may change its registered office or its registered agent, or both, upon filing in the office of the secretary of state a statement setting forth:

(1) The name of the corporation;

(2) The address of its then-registered office;

(3) If the address of its registered office be changed, the address to which the registered office is to be changed;

(4) The name of its registered agent;

(5) If its registered agent be changed, the name of its successor registered agent;

(6) That the address of its registered office and the address of the office of its registered agent, as changed, will be identical;

(7) That the change was authorized by an adopted resolution of its board of directors.

(b) The statement shall be executed by the corporation by its president or a vice president and delivered to the secretary of state. If the secretary of state finds that the statement conforms to the provisions of this chapter, the secretary of state shall file the statement in his or her office, and upon filing the change of address of the registered office, or the appointment of a new registered agent, or both, becomes effective.

(c) Any registered agent in this state appointed by a foreign corporation may resign as the agent upon filing a written notice of resignation, executed in duplicate, with the secretary of state who shall immediately mail a copy of it to the foreign corporation at its principal office in the state or country under the laws of which it is incorporated as shown by its most recent annual report. The appointment of the agent terminates upon the expiration of 30 days after receipt of the notice by the secretary of state.

(d) If a registered agent changes the registered agents business address to another place within the state, the registered agent may change the address and the address of the registered office of any corporations of which he, she, or it is registered agent by filing a statement as required above except that it need be signed only by the registered agent, need not be responsive to subsections (a)(5) and (a)(7), and must recite that a copy of the statement has been mailed to each corporation.
R.I. Gen. Laws § 7-12-5 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-5
§ 7-12-5. Separate composition as full discharge of partner.
Status: in_force

A composition or compromise is a full and effectual discharge to the debtor making the composition or compromise, of the whole of the debt, and is taken and considered in reference to the other copartners as actual payment of the debtors proportion of the debt, whether the full amount of his or her proportion of the debt is actually paid or not.
R.I. Gen. Laws § 7-6-62 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-62
§ 7-6-62. Qualification of receivers.
Status: in_force

A receiver shall in all cases be a citizen of the United States or a business corporation authorized to act as receiver, which corporations may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give any bond that the court directs with any sureties that the court requires.
R.I. Gen. Laws § 7-6-68 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-68
§ 7-6-68. Survival of remedy after dissolution.
Status: in_force

The dissolution of a corporation either: (1) By the issuance of a certificate of dissolution by the secretary of state; or (2) By a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter; or (3) By expiration of its period of duration; shall not take away or impair any remedy available to or against the corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding on the right, claim, or liability is commenced within two (2) years after the date of the dissolution. Any action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers have power to take any corporate or other action that is appropriate to protect the remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, the corporation may amend its articles of incorporation at any time during the period of two (2) years so as to extend its period of duration.
R.I. Gen. Laws § 7-16-76 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-76
§ 7-16-76. Low-profit limited liability company.
Status: in_force

(a) A low-profit limited liability company shall at all times significantly further the accomplishment of one or more charitable or educational purposes within the meaning of § 170(c)(2)(B) of the Internal Revenue Code of 1986, 26 U.S.C. § 170(c)(2)(B), or its successor, and would not have been formed but for the entitys relationship to the accomplishment of charitable or educational purposes.

(b) A limited liability company that intends to qualify as a low-profit limited liability company pursuant to the provisions of this section shall so indicate in its articles of organization, shall organize under the provisions of § 7-16-6, and shall further state that:

(1) No significant purpose of the entity is the production of income or the appreciation of property; provided, however, that the fact that an entity produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property.

(2) No purpose of the entity is to accomplish one or more political or legislative purposes within the meaning of § 170(c)(2)(D) of the Internal Revenue Code of 1986, 26 U.S.C. § 170(c)(2)(D), or its successor.

(c) If an entity that met the requirements of this section at its formation at any time ceases to satisfy any one of the requirements, it shall immediately cease to be a low-profit limited liability company, but by continuing to meet all the other requirements of this chapter, will continue to exist as a limited liability company. The name of the entity must be changed to be in conformance with § 7-16-9.

(d) Nothing in this section shall prevent a limited liability company that is not organized under it from electing a charitable or educational purpose in whole or in part for doing business under this chapter.

(e) Except as otherwise provided in this section, all provisions of the Rhode Island Limited Liability Act, chapter 16 of this title, applicable to domestic limited liability companies are applicable to low-profit limited liability companies.
R.I. Gen. Laws § 7-16-3.3 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-3.3
§ 7-16-3.3. Insurance or financial responsibility of limited liability company.
Status: in_force

(a) A limited liability company that is to perform professional services, as defined in § 7-5.1-2, shall carry, if reasonably available, liability insurance of a kind that is designed to cover the kinds of negligence, wrongful acts or misconduct for which liability is limited by § 7-16-3.2. The insurance shall be in the aggregate amount of fifty thousand dollars ($50,000) multiplied by the number of professional employees of the limited liability company as of the policy anniversary date; provided, however, that in no case shall the coverage be less than one hundred thousand dollars ($100,000) but in no event shall the necessary coverage exceed a maximum of five hundred thousand dollars ($500,000); provided further, however, that any policy for insurance coverage may include a deductible provision in any amount not to exceed twenty-five thousand dollars ($25,000) for each claim multiplied by the number of professional employees of the limited liability company as of the date of the issuance of the policy. The policy or policies of insurance may be subject to any terms, conditions, exclusions and endorsements that are typically contained in policies of this type.

(b) If, in any proceeding, compliance by a limited liability company with the requirements of subsection (a) of this section is disputed:

(1) That issue shall be determined by the court; and

(2) The burden of proof of compliance shall be on the person who claims the limitation of liability in § 7-16-3.2.

(c) If a limited liability company is in compliance with the requirements of subsection (a) of this section, the requirements of this section shall not be admissible or in any way be made known to a jury in determining an issue of liability for or extent of the debt or obligation or damages in question.

(d) Insurance is reasonably available for the purpose of subsection (a) of this section if, at the time that the coverage would apply to the negligence, wrongful acts or misconduct in question, it was reasonably available to similar types of limited liability companies through the admitted or eligible surplus lines market.

(e) A limited liability company is considered to be in compliance with subsection (a) of this section if the limited liability company provides five hundred thousand dollars ($500,000) of funds specifically designated and segregated for the satisfaction of judgments against the limited liability company based on the forms of negligence, wrongful acts and misconduct for which liability is limited by § 7-16-3.2 by:

(1) Deposit in trust or in bank escrow of cash, bank certificate of deposit or United States Treasury obligations; or

(2) A bank letter of credit or insurance company bonds.

(f) To the extent that a limited liability company maintains liability insurance or segregated funds pursuant to the laws or regulations of another jurisdiction, the liability insurance or segregated funds shall be deemed to satisfy this section if the amount of them is equal to or greater than the amount specified in subsection (a) or subsection (e) of this section.
R.I. Gen. Laws § 7-8-6 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-6
§ 7-8-6. Contents of articles of association.
Status: in_force

The articles of association shall contain, in addition to the information required by §§ 7-1.2-202(a)(1), 7-1.2-202(a)(3) and 7-1.2-202(a)(4), the following:

(1) A statement that the corporation is formed as a cooperative association under the provisions of this chapter;

(2) A statement whether the association is organized with or without shares;

(3) If organized with shares, the information required by § 7-1.2-202(a)(2);

(4) The minimum number or value of shares that must be owned in order to qualify for membership; if organized without shares, a statement whether the property rights of members are equal or unequal, and if unequal, the rule by which their rights are determined;

(5) The maximum amount or percentage of capital that may be owned or controlled by any member;

(6) The method by which any surplus, upon dissolution of the association, is distributed.
R.I. Gen. Laws § 7-16-52.1 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-52.1
§ 7-16-52.1. Foreign application for transfer of authority.
Status: in_force

(a) A duly authorized foreign limited liability company in the state of Rhode Island that converts into any other form of foreign entity subject to the provisions of title 7 and the resulting entity is required to file for authority to transact business in this state may apply for a transfer of authority in the office of the secretary of state by filing:

(1) An application of transfer of authority that has been executed and filed in accordance with § 7-16-8;

(2) An application for authority to transact business in the state of Rhode Island for the resulting entity type; and

(3) A certificate of legal existence or good standing issued by the proper officer of the state or country under the laws of which the resulting entity has been formed.

(b) The application for transfer of authority shall state:

(1) The name of the limited liability company;

(2) The type of other entity into which it has been converted; and

(3) The jurisdiction whose laws govern its internal affairs.

(c) Upon the effective time and date of the application for transfer of authority, the authority of the limited liability company authorized to transact business under this chapter shall be transferred without interruption to the other entity which shall thereafter hold such authority subject to the provisions of the Rhode Island general laws which apply to that type of resulting entity.
R.I. Gen. Laws § 7-16-30 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-30
§ 7-16-30. Distribution in kind.
Status: in_force

Except as provided in the operating agreement:

(1) A member has no right to demand and receive any distribution from a limited liability company in any form other than cash; and

(2) No member may be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds the percentage of that asset which is equal to the percentage in which the member shares distributions from the limited liability company.
R.I. Gen. Laws § 7-6-21 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-21
§ 7-6-21. Quorum.
Status: in_force

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, that constitutes a quorum at a meeting of members. In the absence of any provision, members holding one-tenth (1/10) of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy constitute a quorum. If a quorum is present, the affirmative vote of a majority of the members present or represented by proxy is the act of the members unless a greater proportion or voting by classes is required by this chapter, the articles of incorporation, or the bylaws.
R.I. Gen. Laws § 7-7-11 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-11
§ 7-7-11. Limited liability of members and stockholders.
Status: in_force

No member or stockholder of an association is liable for its debts or obligations beyond the unpaid amount, if any, due by him or her on his or her membership dues or stock issued to him or her.
R.I. Gen. Laws § 7-16-46 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-46
§ 7-16-46. Distribution of assets.
Status: in_force

On the winding up of a limited liability company, the assets shall be distributed as follows:

(1) To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under § 7-16-28 or § 7-16-29;

(2) Except as provided in the articles of organization or written operating agreement, to members or former members in satisfaction of liabilities for distributions under § 7-16-28 or § 7-16-29; and

(3) Except as provided in the articles of organization or a written operating agreement, to members and former members first to return their capital values and second in proportions in which the members share in distributions.
R.I. Gen. Laws § 7-6-91 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-91
§ 7-6-91. Filing of annual report of domestic and foreign corporations.
Status: in_force

(a) The annual report of a domestic or foreign corporation shall be delivered to the secretary of state between February 1 and May 1 of each year, except that the first annual report of a domestic or foreign corporation shall be filed between February 1 and May 1 of the year following the calendar year in which its certificate of incorporation or its certificate of authority was issued by the secretary of state.

(b) Proof to the satisfaction of the secretary of state that prior to the first day of May the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed a compliance with this requirement.

(c) If the secretary of state finds that the report conforms to the requirements of this chapter, the secretary of state shall file the report.

(d) If the secretary of state finds that it does not conform, the secretary of state shall promptly return the report to the corporation for any necessary corrections, in which case the penalties subsequently prescribed for failure to file the report within the time above provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the corporation by the secretary of state.
R.I. Gen. Laws § 7-6-48.1 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-48.1
§ 7-6-48.1. Conversion of other entities to a domestic nonprofit corporation.
Status: in_force

(a) As used in this section, the term other entity means a foreign corporation or domestic or foreign unincorporated entity no part of the income or profit of which is distributable to its members, directors, or officers.

(b) Any other entity may convert to a nonprofit corporation of this state by complying with subsection (h) of this section and filing in the office of the secretary of state:

(1) A certificate of conversion to corporation (nonprofit) that has been executed in accordance with subsection (i) of this section and filed in the office of the secretary of state in accordance with § 7-6-48.2; and

(2) Articles of incorporation that have been executed, acknowledged and filed in accordance with § 7-6-35.

(c) The certificate of conversion to corporation (nonprofit) shall state:

(1) The date on which, and the jurisdiction where, the other entity was first created, incorporated, formed, or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic corporation;

(2) The name and type of the other entity immediately prior to the filing of the certificate of conversion to corporation (nonprofit); and

(3) The name of the corporation as set forth in its articles of incorporation filed in accordance with subsection (b) of this section.

(d) Upon the effective time of the certificate of conversion to corporation (nonprofit) and the articles of incorporation, the other entity shall be converted to a corporation of this state and the corporation shall thereafter be subject to all of the provisions of this title, except that notwithstanding § 7-6-36, the existence of the corporation shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, incorporated, or otherwise came into being.

(e) The conversion of any other entity to a corporation of this state shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a corporation of this state or the personal liability of any person incurred prior to the conversion.

(f) When another entity has been converted to a corporation of this state pursuant to this section, the corporation of this state shall, for all purposes of the laws of the state, be deemed to be the same entity as the converting other entity. When any conversion shall have become effective under this section, for all purposes of the laws of the state, all of the rights, privileges and powers of the other entity that has converted, and all property, real, personal, and mixed, and all debts due to the other entity, as well as all other things and causes of action belonging to the other entity, shall remain vested in the domestic corporation to which the other entity has converted and shall be the property of the domestic corporation and title to any real property vested by deed or otherwise in the other entity shall not revert to the other entity or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of the other entity shall be preserved unimpaired, and all debts, liabilities, and duties of the other entity that has converted shall remain attached to the corporation of this state to which the other entity has converted, and may be enforced against it to the same extent as if the debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as a corporation of this state. The rights, privileges, powers, and interests in property of the other entity, as well as the debts, liabilities, and duties of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic corporation to which the other entity has converted for any purpose of the laws of the state.

(g) Unless otherwise agreed for all purposes of the laws of the state, or as required under applicable non-Rhode Island law, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the other entity and shall constitute a continuation of the existence of the converting other entity in the form of a corporation of this state.

(h) Prior to filing a certificate of conversion to corporation (nonprofit) with the office of the secretary of state, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and articles of incorporation shall be approved by the same authorization required to approve the conversion.

(i) The certificate of conversion to corporation (nonprofit) shall be signed by any person who is authorized to sign the certificate of conversion to corporation (nonprofit) on behalf of the other entity.
R.I. Gen. Laws § 7-12-11 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-11
§ 7-12-11. Limited partnership law unaffected.
Status: repealed

The provisions of this chapter shall not be deemed or taken to affect any of the provisions of chapter 13 [repealed] of this title, entitled Limited Partnerships.
R.I. Gen. Laws § 7-7-6 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-6
§ 7-7-6. General powers of associations.
Status: in_force

Each association incorporated under this chapter has power and authority to:

(1) Have perpetual succession in its corporate name unless a period for its duration is limited in its articles of association;

(2) Sue and be sued in its corporate name;

(3) Have and use a common seal and alter the seal at pleasure;

(4) Elect any officers and appoint any agents that its business requires and to fix their compensation and define their duties;

(5) Issue shares of capital stock or certificates of membership to its members, and to transfer, retire, or cancel them, as authorized by law, or by the articles of association or bylaws adopted in conformity with law;

(6) Buy, lease, or hold any real or personal property necessary or convenient for the conduct and operation of the business or incidental to it;

(7) Enter into contracts with its members for periods not over ten (10) years requiring them to sell or market all or a specified part of their products to or through the association;

(8) Employ any lawful means or methods for financing its transactions or operations;

(9) Borrow money and to make advance payments and other advances to members;

(10) Act as agent or representative of any member or members in carrying out the objects of the association;

(11) Receive and employ warehouse receipts or other written instruments covering products of members stored on farms or elsewhere under suitable conditions issued or executed by any warehouseman, warehousing association, or other entity, which products may or may not have been inspected by inspectors licensed or authorized to inspect, sample, classify, grade, or weigh agricultural products under state or federal laws and which warehouse receipts or other written instruments may or may not be accompanied by the certificate or certificates issued by the inspectors on the products;

(12) Form or become a member or stockholder of other nonprofit associations of producers, and to admit to membership or to sell stock to, other nonprofit associations of producers;

(13) Adopt bylaws consistent with law providing for any matter or thing relative to the control, operation, maintenance, management, regulation, government, financing, indebtedness, the establishment of voting districts and the election of delegates for representative purposes; membership, the termination of it; stock (if formed with capital stock), its issuance, retirement, purchase, or transfer; or with respect to members, directors, or officers; and any other bylaws pertaining to its affairs;

(14) Do everything necessary, suitable, or proper for the accomplishment of any one or more of the purposes; or the attainment of any one or more of the objects enumerated in these provisions; or the objects or purposes for which formed, and to contract and act accordingly.
R.I. Gen. Laws § 7-6-96 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-96
§ 7-6-96. Interrogatories by secretary of state.
Status: in_force

The secretary of state may propound to any domestic or foreign corporation, subject to the provisions of this chapter, and to any officer or director of the corporation, any interrogatories that are reasonably necessary and proper to enable the secretary of state to ascertain whether the corporation has complied with all the applicable provisions of this chapter. The interrogatories shall be answered within thirty (30) days after their mailing, or within any additional time that is fixed by the secretary of state. The answers to the interrogatories shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by that individual and if directed to a corporation they shall be answered by the president, vice president, secretary or assistant secretary, or treasurer or assistant treasurer of the corporation. The secretary of state need not file any document to which the interrogatories relate until the interrogatories are answered as provided in this section, and not then if the interrogatory answers disclose that the document is not in conformity with the provisions of this chapter. The secretary of state shall certify to the attorney general, for any action that the attorney general deems appropriate, all interrogatories and answers to them that disclose a violation of any of the provisions of this chapter.
R.I. Gen. Laws § 7-7-19 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-19
§ 7-7-19. Use of name restricted to associations under chapter.
Status: in_force

No corporation or other organization dealing in agricultural products, or engaged in any of the purposes enumerated in § 7-7-2, shall use the term cooperative as part of its name unless organized under the provisions of this chapter.
R.I. Gen. Laws § 7-16-51 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-51
§ 7-16-51. Name registration by foreign limited liability company.
Status: in_force

A foreign limited liability company may register with the secretary of state under any name permitted under § 7-16-9, whether or not it is the name under which it is registered in its state or other jurisdiction of organization.
R.I. Gen. Laws § 7-6-40 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-40
§ 7-6-40. Articles of amendment.
Status: in_force

The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary and shall set forth:

(1) The name of the corporation;

(2) The amendment so adopted;

(3) If there are members entitled to vote on the amendment:

(i) A statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or

(ii) A statement that the amendment was adopted by a consent in writing signed by all members entitled to vote on it; and

(4) If there are no members, or no members entitled to vote on the amendment, a statement of the fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.
R.I. Gen. Laws § 7-16-19 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-19
§ 7-16-19. Action by managers.
Status: in_force

If the business and affairs of the limited liability company is managed by or under the authority of more than one manager under § 7-16-15, except as otherwise provided in this chapter, the articles of organization or operating agreement, the managers shall act by majority vote, with each manager being entitled to one vote.
R.I. Gen. Laws § 7-16-3.2 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-3.2
§ 7-16-3.2. Liability in rendering professional services.
Status: in_force

(a) The liability of an individual authorized to practice a profession for his or her own negligence, wrongful acts or misconduct, or that of any person under his or her direct supervision and control, other than in an administrative capacity, shall not be affected by the individuals providing professional services in this state as a member or agent of a domestic or foreign limited liability company.

(b) An individual authorized to practice a profession and who is a member of a domestic or foreign limited liability company rendering professional services in this state is not liable solely by reason of being a member for any negligence, wrongful acts or misconduct of another member or agent of the limited liability company. A domestic or foreign limited liability company rendering professional services in the state is liable for the negligence, wrongful acts or misconduct of its members and agents providing professional services through the limited liability company within the scope of their authority or apparent authority to act for the limited liability company.

(c) Notwithstanding any other provisions of this section, the personal liability of a member in a limited liability company engaged in the rendering of professional services shall not be less than or greater than the personal liability of a shareholder of a professional corporation organized under chapter 5.1 of this title engaged in the rendering of the same professional services.
R.I. Gen. Laws § 7-16-57 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-57
§ 7-16-57. Pleading in derivative action.
Status: in_force

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by the managers or the members who would otherwise have the authority to cause the limited liability company to sue in its own right or why such effort was not likely to succeed.
R.I. Gen. Laws § 7-6-18 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-18
§ 7-6-18. Meetings of members.
Status: in_force

(a) Meetings of members may be held at any place, either within or without this state, that is provided in the bylaws. In the absence of any provision, all meetings shall be held at the registered office of the corporation in this state.

(b) An annual meeting of the members shall be held at the time that is provided in the bylaws. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the corporation.

(c) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by any other officers or persons or number or proportion of members that is provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth (1/20) of the votes entitled to be cast at the meeting.
R.I. Gen. Laws § 7-6-11.1 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-11.1
§ 7-6-11.1. Reservation of name  Transfer of reserved name.
Status: reserved

(a) The exclusive right to use a specified name for a domestic or foreign nonprofit corporation may be reserved by:

(1) A person who intends to organize a domestic nonprofit corporation;

(2) A domestic nonprofit corporation or foreign nonprofit corporation authorized to conduct affairs in this state that, in either case, proposes to change its name;

(3) A foreign nonprofit corporation that intends to make applications for a certificate of authority to conduct affairs in this state; or

(4) Any person intending to organize a foreign nonprofit corporation and intending to have it registered in this state and adopt that name.

(b) A person may reserve a specified name by filing a signed application with the secretary of state accompanied by a fee of twenty dollars ($20.00) and, if the secretary of state finds that the name is available, the secretary of state shall reserve the name for one hundred twenty (120) days for the exclusive use of the applicant.

(c) The exclusive right to use a reserved name may be transferred to another person by filing with the secretary of state a notice of the transfer, specifying the name and address of the transferee and signed by the applicant for whom the name was reserved.
R.I. Gen. Laws § 7-6-39 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-39
§ 7-6-39. Procedure to amend articles of incorporation.
Status: in_force

(a) Amendments to the articles of incorporation are made in the following manner:

(1) If there are members entitled to vote on the amendments, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected by the amendment shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment is adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on it, an amendment is adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) Any number of amendments may be submitted and voted upon at any one meeting.
R.I. Gen. Laws § 7-6-93 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-93
§ 7-6-93. Miscellaneous charges.
Status: in_force

The secretary of state shall charge and collect:

(1) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, fifteen cents ($.15) per page and five dollars ($5.00) for the certificate and affixing the seal to it.

(2) At the time of any service of process on the secretary of state as resident agent of a corporation, fifteen dollars ($15.00), which is recoverable as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.

(3) For issuing a certificate of good standing/letter of status, five dollars ($5.00).

(4) For issuing a certificate of fact, five dollars ($5.00).
R.I. Gen. Laws § 7-8-7 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-7
§ 7-8-7. Name of association.
Status: in_force

The name of the association shall include the word cooperative.
R.I. Gen. Laws § 7-14-2 — RI Code / Title 7 / Chapter 7-14 / Section 7-14-2
§ 7-14-2. Enjoining operations of a business.
Status: in_force

The attorney general is authorized to institute civil proceedings in the superior court to enjoin the operation of any business other than a corporation, including a partnership, limited partnership, unincorporated association, joint venture, or sole proprietorship, when:

(1) Any person in control of the business, who may be a partner in a partnership, a participant in a joint venture, the owner of a sole proprietorship, an employee or agent of the business, or a person who, in fact, exercises control over the operations of the business, has, in conducting its business affairs, purposely engaged in a persistent course of gambling, unlawful traffic in narcotics, extortion, embezzlement, intimidation, bribery, prostitution, crimes against nature, or other illegal conduct with the intent to compel or induce other persons, firms, or corporations to deal with the business or engage in any illegal conduct; and

(2) That for the prevention of future illegal conduct of the same character, the public interest requires the operation of the business to be enjoined.
R.I. Gen. Laws § 7-16-20 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-20
§ 7-16-20. Agency power of managers.
Status: in_force

(a) Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of every manager, including the execution in the limited liability companys name of any instrument for apparently carrying on in the usual way the business and affairs of the limited liability company that the manager manages, binds the limited liability company unless:

(1) The act is in contravention of the articles of organization or this chapter, or

(2) The manager acting otherwise lacks the authority to act for the limited liability company and the person with whom the manager is dealing has knowledge of the fact that the manager has no authority.

(b) Unless otherwise provided in the articles of organization, members of a limited liability company whose business and affairs is managed by or under the authority of one (1) or more managers pursuant to § 7-16-15 are not agents of the limited liability company and have no authority to bind the limited liability company unless they are also managers.
R.I. Gen. Laws § 7-7-5 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-5
§ 7-7-5. Associations deemed nonprofit.
Status: in_force

Associations organized under this chapter are deemed nonprofit, insofar as they are not organized as to make profits for themselves as such or for their members as such but only for their members as producers.
R.I. Gen. Laws § 7-16-18 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-18
§ 7-16-18. Limitation of liability of managers.
Status: in_force

(a) Subject to subsection (b), the articles of organization or operating agreement may eliminate or limit the personal liability of a manager to the limited liability company or to its members for monetary damages for breach of any duty provided for in § 7-16-17.

(b) No provision permitted under subsection (a) limits or eliminates the liability of a manager for:

(1) Breach of the managers duty of loyalty to the limited liability company or its members;

(2) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

(3) The liability imposed pursuant to the provisions of § 7-16-32; or

(4) Any transaction from which the manager derived an improper personal benefit, unless the transaction was with the informed consent of the members or a majority of the disinterested managers. No provision eliminating or limiting the personal liability of a manager will be effective with respect to causes of action arising prior to the inclusion of the provision in the articles of organization or operating agreement.
R.I. Gen. Laws § 7-6-55 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-55
§ 7-6-55. Filing of articles of dissolution.
Status: in_force

(a) The articles of dissolution shall be delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees have been paid as prescribed in this chapter:

(1) Endorse on the original the word Filed, and the month, day, and year of the filing;

(2) File the original in the secretary of states office;

(3) Issue a certificate of dissolution.

(b) The certificate of dissolution shall be delivered to the representative of the dissolved corporation. Upon the issuance of the certificate of dissolution the existence of the corporation ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in this chapter.
R.I. Gen. Laws § 7-15-8 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-8
§ 7-15-8. Jurisdiction.
Status: in_force

The superior court has jurisdiction to hear and determine all matters arising under this chapter and to enter any orders that may be required to implement the provisions of this chapter.
R.I. Gen. Laws § 7-16-17 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-17
§ 7-16-17. Duties of managers.
Status: in_force

(a) A manager shall discharge his or her managerial duties in good faith, with the care that an ordinarily prudent person in a similar position would use under the circumstances, and in the manner the manager reasonably believes to be in the best interests of the limited liability company.

(b) In discharging his or her duties, a manager is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(1) One or more employees of the limited liability company who the manager reasonably believes to be reliable and competent in the matters presented;

(2) Legal counsel, public accountants or other persons as to matters the manager reasonably believes are within the persons professional or expert competence; or

(3) A committee of managers of which the manager is not a member if the manager reasonably believes the committee merits confidence.

(c) A manager is not acting in good faith if the manager has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d) A manager is not liable for any action taken as a manager, or any failure to take any action, if the manager performed the duties of his or her office in compliance with this section.

(e) Except as otherwise provided in the articles of organization or operating agreement, every manager must account to the limited liability company and hold as trustee for the limited liability company any profit or benefit he or she derived without the informed consent of the members or a majority of the disinterested managers from any transaction connected with the conduct or winding up of the limited liability company or from any personal use by the manager of the limited liability companys property.
R.I. Gen. Laws § 7-6-83 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-83
§ 7-6-83. Withdrawal of foreign corporation.
Status: in_force

(a) A foreign corporation authorized to conduct affairs in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, setting forth:

(1) The name of the corporation and the state or country under the laws of which it is incorporated;

(2) That the corporation is not conducting affairs in this state;

(3) That the corporation surrenders its authority to conduct affairs in this state;

(4) That the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to conduct affairs in this state may subsequently be made on the corporation by service on the secretary of state;

(5) A post office address to which the secretary of state may mail a copy of any process against the corporation that may be served on the secretary of state.

(b) The application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the corporation by its president or a vice president and by its secretary or an assistant secretary, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by the receiver or trustee.
R.I. Gen. Laws § 7-16-75 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-75
§ 7-16-75. Reservation of power.
Status: in_force

The general assembly shall at all times have power to prescribe any regulations, provisions and limitations that it deems advisable, which regulations, provisions and limitations are binding on any limited liability companies subject to the provisions of this chapter, and the general assembly has power to amend, repeal or modify this chapter at pleasure.
R.I. Gen. Laws § 7-16-35 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-35
§ 7-16-35. Assignment of membership interest.
Status: in_force

(a) Unless otherwise provided in the articles of organization or a written operating agreement:

(1) A membership interest is assignable in whole or in part;

(2) An assignment of a membership interest does not of itself dissolve a limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become a member or to exercise any rights or powers of a member;

(3) An assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled; and

(4) A member ceases to be a member and to have the power to exercise any rights or powers of a member on assignment of all of the members membership interest.

(b) Unless otherwise provided in the articles of organization or an operating agreement, the pledge of or granting of a security interest, lien or other encumbrance in or against any or all of the membership interest of a member is not deemed an assignment of a membership interest.

(c) Unless otherwise provided in the articles of organization or an operating agreement and except to the extent provided in a written agreement signed by an assignee, until an assignee of a membership interest becomes a member, the assignee has no liability as a member solely as a result of the assignment.
R.I. Gen. Laws § 7-7-4 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-4
§ 7-7-4. Incorporation fee  Certificate  Articles as evidence.
Status: in_force

Upon the filing of the articles of association and a duplicate of the articles with the secretary of state, together with an incorporation fee of fifty dollars ($50.00) and the duplicate copy certified to by the secretary of state and returned to the incorporator, the original articles of incorporation, or certified copies of them, shall be received in all the courts of this state and elsewhere as prima facie evidence of the facts contained in them and of the due incorporation of the association.
R.I. Gen. Laws § 7-16-54 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-54
§ 7-16-54. Transaction of business by foreign limited liability company without registration.
Status: in_force

(a) A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.

(b) The failure of a foreign limited liability company to register in this state does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit or proceeding in any court of this state.

(c) A foreign limited liability company, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process as to claims for relief or causes of action arising out of the transaction of business in this state.

(d) A member of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely by reason of the companys having transacted business in this state without a valid certificate of registration.

(e) Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company is not considered to be transacting business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:

(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting its settlement or the settlement of claims or disputes;

(2) Holding meetings of its members or carrying on any other activities concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability companys own securities or maintaining trustees or depositories with respect to those securities;

(5) Effecting sales through independent contractors;

(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts;

(7) Creating as borrower or lender or acquiring evidences of debt, mortgages, security interests or liens on real or personal property;

(8) Securing or collecting debts or enforcing any rights in property securing the debts;

(9) Transacting any business in interstate commerce;

(10) Conducting an isolated transaction completed within a period of thirty (30) days and not in the course of a number of repeated transactions of like nature;

(11) Acting as a general partner of a limited partnership that has filed a certificate of limited-partnership as provided in § 7-13-8 or has registered with the secretary of state as provided in § 7-13-49; and

(12) Acting as a member of a limited liability company or of a foreign limited liability company that has registered with the secretary of state as provided in § 7-16-49.
R.I. Gen. Laws § 7-16-6 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-6
§ 7-16-6. Articles of organization.
Status: in_force

(a) The articles of organization shall set forth:

(1) The name of the limited liability company;

(2) The name and address of its resident agent in this state;

(3) A statement whether, under the articles of organization and any written operating agreement made or intended to be made, the limited liability company is intended to be:

(i) Treated as a partnership,

(ii) As a corporation, or

(iii) Disregarded as an entity separate from its member for purposes of federal income taxation;

(4) The address of the principal office of the limited liability company if it is determined at the time of organization;

(5) Any other provision, not inconsistent with law, that the members elect to set out in the articles, including, but not limited to, any limitation of the purposes or duration for which the limited liability company is formed, and any other provision that may be included in an operating agreement;

(6) A statement of whether the limited liability company is to be managed by its members or by one or more managers, and if the limited liability company has managers at the time of its formation, the name and address of each manager;

(7) The name and address of the person authorized to sign and who does sign the articles of organization.

(b) It is not necessary to set out in the articles of organization any of the powers enumerated in this chapter.
R.I. Gen. Laws § 7-8-4 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-4
§ 7-8-4. Application of general corporation law.
Status: in_force

(a) The provisions of chapter 1.2 of this title apply to associations formed under this chapter, except insofar as they are inconsistent with this chapter.

(b) Wherever, in chapter 1.2 the word stockholder or stockholders is used, the word shall be construed, where appropriate, to include within its meaning members in associations formed without capital stock. Nothing contained in these chapters, however, shall be construed to permit associations formed under the provisions of this chapter to issue stock without par value.
R.I. Gen. Laws § 7-6-100 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-100
§ 7-6-100. Certificates and certified copies to be received in evidence.
Status: in_force

All certificates issued by the secretary of state in accordance with the provisions of this chapter, and all copies of documents filed in the secretary of states office in accordance with the provisions of this chapter when certified by the secretary of state, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated in them. A certificate by the secretary of state under the great seal of this state, as to the existence or nonexistence of the facts relating to corporations that would not appear from a certified copy of any of the preceding documents or certificates, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts stated in them.
R.I. Gen. Laws § 7-6-53 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-53
§ 7-6-53. Revocation of voluntary dissolution proceedings.
Status: in_force

(a) A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action previously taken to dissolve the corporation, in the following manner:

(1) If there are members entitled to vote on it, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on it, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote on it, the corporation may at that time again conduct its affairs.
R.I. Gen. Laws § 7-6-77 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-77
§ 7-6-77. Registered office and registered agent of foreign corporation.
Status: in_force

Each foreign corporation authorized to conduct affairs in this state shall have and continuously maintain in this state:

(1) A registered office, which may be the same as its principal office;

(2) A registered agent, which agent may be either an individual resident in this state whose business office is identical with the registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this state, having an office identical with the registered office.
R.I. Gen. Laws § 7-15-3 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-3
§ 7-15-3. Penalties for violations  Disposition of seized property.
Status: in_force

(a) Whoever violates this chapter shall be fined not more than ten thousand dollars ($10,000), or imprisoned not more than ten (10) years, or both, and forfeits to the state:

(1) Any property acquired or maintained in violation of this chapter;

(2) Any property constituting, or derived from, any proceeds that were obtained directly or indirectly from the commission of an offense in violation of this chapter;

(3) Any: (i) Interest in; (ii) Security of; (iii) Claim against; or (iv) Property or contractual right of any kind affording a source of influence over; any enterprise that the person has established, participated in, operated, controlled, or conducted in violation of this chapter; provided that the value of the property forfeited shall not exceed the sum of the money invested in violation of § 7-15-2(a) plus the appreciated value of the money.

(b) Upon conviction of a person under this chapter, the superior court shall authorize the attorney general to seize all property or other interest declared forfeited under this chapter on any terms and conditions as the court deems proper. The state shall dispose of all property or other interest seized under this chapter as soon as feasible making due provision for the rights of innocent persons. If a property right or other interest is not exercisable or transferable for value by the state it expires and does not revert to the convicted person.
R.I. Gen. Laws § 7-6-28 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-28
§ 7-6-28. Officers.
Status: in_force

(a) The officers of a corporation consist of a president, one or more vice presidents, if prescribed by the bylaws, a secretary, a treasurer, and any other officers and assistant officers who are deemed necessary, each of whom shall be elected or appointed at the time and in the manner and for the terms not exceeding three (3) years that are prescribed in the articles of incorporation or the bylaws. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. Any two (2) or more offices may be held by the same person, except the offices of president and secretary.

(b) The articles of incorporation or the bylaws may provide that any one or more officers of the corporation are ex officio members of the board of directors.

(c) The officers of a corporation may be designated by any additional titles that may be provided in the articles of incorporation or the bylaws.
R.I. Gen. Laws § 7-12-9 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-9
§ 7-12-9. Partners not discharged by separate composition  Defenses to creditors action.
Status: in_force

A composition or compromise is not to be so construed as to discharge the other copartners, except as provided in §§ 7-12-5 and 7-12-6; nor does it impair the right of the creditor to proceed against the members of the copartnership who have not been discharged. The members of the partnership so proceeded against are permitted to set off any demand against the creditor that could have been set off had the suit been against all the individuals composing the firm. They may avail themselves of any defense that would have been available had not this chapter been passed, except that they shall not set up the discharge of one individual as a discharge of all the other copartners, unless it appears that all were intended to be discharged.
R.I. Gen. Laws § 7-6-101 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-101
§ 7-6-101. Forms to be furnished by secretary of state.
Status: in_force

All reports required by this chapter to be filed in the office of the secretary of state shall be made on forms that shall be prescribed and furnished by the secretary of state. Forms for all other documents to be filed in the office of the secretary of state shall be furnished by the secretary of state on request for them, but their use, unless otherwise specifically prescribed in this chapter, is not mandatory.
R.I. Gen. Laws § 7-8-3 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-3
§ 7-8-3. Authorized purposes.
Status: in_force

An association may be incorporated, with or without capital stock, under this chapter for the purpose of carrying on any lawful business permitted by § 7-1.2-301 for the mutual benefit of its patrons, or their patrons, or any patrons patrons, as ultimate consumers, or for the purpose of doing business for the benefit of its member patrons in all things relating directly or indirectly to the catching, processing, storing, transporting, marketing, and distributing of fish and other aquatic products of all kinds.
R.I. Gen. Laws § 7-16-67.1 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-67.1
§ 7-16-67.1. Revocation of articles or authority to transact business for nonpayment of fee.
Status: in_force

(a) The tax administrator may, after July 15 of each year, compile a list of all limited liability companies that have failed to pay the fee defined in § 7-16-67 for one year after the fee became due and payable, and the failure is not the subject of a pending appeal. The tax administrator shall certify to the correctness of the list. Upon receipt of the certified list, the secretary of state may initiate revocation proceedings as defined in § 7-16-41.

(b) With respect to any information provided by the division of taxation to the secretary of states office pursuant to this chapter, the secretary of state, together with the employees or agents thereof, shall be subject to all state and federal tax confidentiality laws applying to the division of taxation and the officers, agents, and employees thereof, and which restrict the acquisition, use, storage, dissemination, or publication of confidential taxpayer data.

(c) Notwithstanding the provisions of subsection (a) or (b) of this section, the notice of revocation may state as the basis for revocation that the taxpayer has failed to pay state fees and/or taxes to the division of taxation as required by § 7-16-67. However, the secretary of states office must otherwise protect all state and federal tax information in its custody as required by subsection (b) of this section and refrain from disclosing any other specific tax information.
R.I. Gen. Laws § 7-14-4 — RI Code / Title 7 / Chapter 7-14 / Section 7-14-4
§ 7-14-4. Severability.
Status: in_force

It is declared to be the legislative intent that, if any section, subsection, sentence, clause, or provision of this chapter is held to be invalid, the remainder of the chapter is not affected.
R.I. Gen. Laws § 7-16-12 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-12
§ 7-16-12. Amendment and restatement of articles of organization.
Status: in_force

(a) The articles of organization shall be amended when:

(1) There is a change in the name of the limited liability company;

(2) A company that did not previously have managers designates managers, or a company that previously did have managers is to be managed by its members; or

(3) There is a change in the manager of record.

(b) The articles of organization may be amended at any time and in any respect that is desired, as long as the articles of organization, as amended, contain only those provisions as are lawful under this chapter.

(c) The articles of organization may be restated at any time. Any restatement may include additional amendments.
R.I. Gen. Laws § 7-16-7 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-7
§ 7-16-7. Execution of articles.
Status: in_force

(a) Articles required by this chapter to be filed with the secretary of state shall be executed in the following manner:

(1) Articles of organization must be signed by at least one person who need not be a member of the limited liability company and who is authorized to do so by the persons forming the limited liability company; and

(2) Articles of amendment, restated articles of organization, articles of merger or consolidation and articles of dissolution must be signed by an authorized person.

(b) An attorney-in-fact may sign for any authorized person. Powers of attorney need not be sworn to, verified or acknowledged, and need not be filed with the secretary of state.

(c) The execution of any articles under this chapter constitutes an affirmation that the facts stated are true.
R.I. Gen. Laws § 7-6-106 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-106
§ 7-6-106. Reservation of power.
Status: in_force

The general assembly at all times has the power to prescribe any regulations, provisions, and limitations that it deems advisable, which regulations, provisions, and limitations are binding on any corporations subject to the provisions of this chapter, and the general assembly has power to amend, repeal, or modify this chapter at pleasure.
R.I. Gen. Laws § 7-15-9 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-9
§ 7-15-9. Remedies cumulative.
Status: in_force

The criminal sanctions and civil remedies provided for in this chapter are cumulative of each other and of existing powers and remedies which are provided for by statute or are inherent in the court.
R.I. Gen. Laws § 7-6-47 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-47
§ 7-6-47. Effect of merger or consolidation.
Status: in_force

(a) Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation is effected.

(b) When the merger or consolidation has been effected:

(1) The several parties to the plan of merger or consolidation are a single entity, that, in the case of a merger, is that entity designated in the plan of merger as the surviving entity, and, in the case of a consolidation, is the new entity provided for in the plan of consolidation.

(2) The separate existence of all parties to the plan of merger or consolidation, except the surviving or new entity, ceases.

(3) The surviving or new entity has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of an entity organized under this chapter.

(4) The surviving or new entity at that time and subsequently possesses all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the merging or consolidating entities; and all property, real, personal, and mixed, and all debts due on any account, and all other choses in action. Every other interest, of or belonging to or due to each of the entities merged or consolidated, is deemed to be transferred to and vested in the single entity without further act or deed. The title to any real estate, or any interest in it, vested in any of the entities does not revert or become in any way impaired because of the merger or consolidation.

(5) The surviving or new entity is from that time on responsible and liable for all the liabilities and obligations of each of the entities merged or consolidated. Any claim existing or action or proceeding pending by or against any of the entities may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new entity may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any entity is impaired by the merger or consolidation.

(6) In the case of a merger, the articles of incorporation of the surviving entity are deemed to be amended to the extent that changes in its articles of formation are stated in the plan of merger. In the case of a consolidation, the statements set forth in the articles of consolidation and that are required or permitted to be set forth in the articles of incorporation of entities organized under this chapter are deemed to be the articles of incorporation of the new entity.
R.I. Gen. Laws § 7-16-65 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-65
§ 7-16-65. Filing, service, and copying fees.
Status: in_force

The secretary of state shall charge and collect:

(1) For filing the original articles of organization, a fee of one hundred fifty dollars ($150);

(2) For amending, restating, or amending and restating the articles of organization, a fee of fifty dollars ($50.00);

(3) For filing articles of merger or consolidation and issuing a certificate, a fee of one hundred dollars ($100);

(4) For filing articles of dissolution, a fee of fifty dollars ($50.00);

(5) For issuing a certificate of good standing/letter of status, a fee of twenty dollars ($20.00);

(6) For issuing a certificate of fact, a fee of thirty dollars ($30.00);

(7) For furnishing a certified copy of any document, instrument, or paper relating to a domestic or foreign limited liability company, a fee of fifteen cents ($.15) per page and ten dollars ($10.00) for the certificate and affirming the seal to it;

(8) For accepting an application for reservation of a name, or for filing a notice of the transfer or cancellation of any name reservation, a fee of fifty dollars ($50.00);

(9) For filing a fictitious business name statement or abandonment of use of a fictitious business name, a fee of fifty dollars ($50.00);

(10) For filing a statement of change of resident agent and address of registered agent, a fee of twenty dollars ($20.00);

(11) For filing a statement of change of address only for a resident agent, no fee;

(12) For any service of notice, demand, or process on the registered agent of a foreign or domestic limited liability company, a fee of fifteen dollars ($15.00), which amount may be recovered as taxable costs by the party to the suit, action, or proceeding causing the service to be made if the party prevails in the suit;

(13) For filing an annual report, a fee of fifty dollars ($50.00);

(14) For filing a certificate of correction, a fee of fifty dollars ($50.00);

(15) For filing an application for registration as a foreign limited liability company, a fee of one hundred fifty dollars ($150);

(16) For filing a certificate of amendment to the registration of a foreign limited liability company, a fee of fifty dollars ($50.00);

(17) For filing a certificate of cancellation of a foreign limited liability company, a fee of seventy-five dollars ($75.00);

(18) At the time of any service of process upon the secretary of state as a resident agent of a limited liability company, fifteen dollars ($15.00), which amount may be recovered as a taxable cost by the party to the suit or action making the service if the party prevails in the suit or action;

(19) For filing any other statement or report, except an annual report, of a domestic or foreign limited liability company, a fee of ten dollars ($10.00); and

(20) For filing a certificate of conversion to a non-Rhode Island entity, a fee of fifty dollars ($50.00).
R.I. Gen. Laws § 7-6-63 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-63
§ 7-6-63. Filing of claims in liquidation proceedings.
Status: in_force

In proceedings to liquidate the assets and affairs of a corporation, the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in any form that the court prescribes, proofs under oath of their respective claims. If the court requires the filing of claims it shall fix a date of not less than four (4) months from the date of the order, as the last day of the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the fixed date. Prior to the fixed date, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the fixed date may be barred, by order of court, from participating in the distribution of the assets of the corporation.
R.I. Gen. Laws § 7-16-74 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-74
§ 7-16-74. Forms to be furnished by secretary of state.
Status: in_force

All documents required by this chapter to be filed in the office of the secretary of state shall be made on forms that shall be prescribed by the secretary of state. Forms for all documents to be filed in the office of the secretary of state may be furnished by the secretary of state upon request, but their use, unless otherwise specifically prescribed in this chapter, is not mandatory.
R.I. Gen. Laws § 7-8-31 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-31
§ 7-8-31. Exemption from securities law.
Status: in_force

The provisions of chapter 11 of this title do not apply to shares of stock of, or memberships in, associations formed under this chapter, or associations formed under like laws of other states, territories, the District of Columbia, or the United States, or to persons selling shares of stock of, or memberships in, the associations.
R.I. Gen. Laws § 7-5-19 — RI Code / Title 7 / Chapter 7-5 / Section 7-5-19
§ 7-5-19. Dissolution of quasi-municipal corporations and financial institutions.
Status: in_force

When any quasi-municipal corporation, bank, savings bank, trust company, or loan and investment company has been liquidated in voluntary liquidation, or in receivership or otherwise, according to law, the corporation may be dissolved by decree of the superior court upon application filed, in the case of a quasi-municipal corporation, by any of its members or qualified electors or by the attorney general, and in the case of any bank, savings bank, trust company, or loan and investment company, by the administrator of banking and insurance or by any stockholder, trustee, or incorporator, with the consent, in writing, of the administrator of banking and insurance; and upon any reasonable notice in each case, that the court prescribes.
R.I. Gen. Laws § 7-7-9 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-9
§ 7-7-9. Membership certificates  Settlement on termination of membership.
Status: in_force

Every association formed under this chapter without capital stock shall issue a certificate of membership to each member which, unless otherwise provided in its articles of incorporation or bylaws, is nontransferable. In the case of associations organized without capital stock, in the event of the death, withdrawal, or expulsion of a member, the board of directors shall, within a reasonable time, equitably and conclusively ascertain the amount of the members interest in the association, which shall be paid him or her or his or her legal representative by the association in whole or in yearly partial payments within five (5) years from ascertainment.
R.I. Gen. Laws § 7-7-14 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-14
§ 7-7-14. Directors  Meetings of association.
Status: in_force

The bylaws of each association shall provide for the management of the association by a board of not less than five (5) directors, who shall be elected by the members in any manner, at any times, and for any terms that the bylaws prescribe. Regular meetings of the association shall be held at any places and at any times that the bylaws prescribe. The board of directors may hold special and adjourned meetings and may call a special meeting of the association at any time. Ten percent (10%) of the members may file a petition stating the specific business to be brought before the association and demand a special meeting at any time. The meeting must at that time be called by the directors. Notice of all meetings, together with a statement of the purposes of the meeting, shall be mailed to each member at least five (5) days prior to the meeting. However, the bylaws may require instead that the notice may be given by publication in a newspaper or newspapers of general circulation in the territory in which the association has its membership.
R.I. Gen. Laws § 7-6-44 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-44
§ 7-6-44. Procedure for consolidation.
Status: in_force

(a) Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may consolidate into one of the entities pursuant to a plan of consolidation approved in the manner provided in this chapter. This section does not apply to insurance holding company systems as defined in § 27-35-1.

(b) Each entity shall adopt a plan of consolidation setting forth:

(1) The names of the entities proposing to consolidate, and the name of the new entity into which they propose to consolidate, which is subsequently designated as the new entity;

(2) The terms and conditions of the proposed consolidation;

(3) Regarding the new entity, all of the statements required to be set forth in articles of incorporation for entities organized under this chapter; and

(4) Any other provisions regarding the proposed consolidation that are deemed necessary or desirable.
R.I. Gen. Laws § 7-8-30 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-30
§ 7-8-30. Annual audit of books.
Status: in_force

Every association shall have its books audited at the end of its fiscal year by an experienced bookkeeper or accountant, who shall not be an officer or director. Where the annual business amounts to less than ten thousand dollars ($10,000), the audit may be performed by a committee of three (3), who shall not be directors, officers, or employees. A written report of the audit, the balance sheet, and the income and expenses, shall be submitted to the annual meeting of the association.
R.I. Gen. Laws § 7-6-98 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-98
§ 7-6-98. Powers of secretary of state.
Status: in_force

The secretary of state has the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties imposed on him or her by this chapter.
R.I. Gen. Laws § 7-16-14 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-14
§ 7-16-14. Management by members.
Status: in_force

Unless the articles of organization or a written operating agreement provide for management by or under the authority of one or more managers in accordance with § 7-16-15, the business and affairs of the limited liability company shall be managed by the members. If management is vested in the members:

(1) The members are deemed to be managers for purposes of applying the provisions of this chapter unless the context clearly requires otherwise; and

(2) Each of the members has the power and authority and is subject to all duties and liabilities of managers.
R.I. Gen. Laws § 7-12-2 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-2
§ 7-12-2. Death of partner  Statement delivered to administrator or executor.
Status: in_force

In case of the death of any person who was at the time of his or her decease a member of any copartnership, either general or limited, the surviving partner shall, upon the demand in writing of the administrator or executor of the deceased copartner, and within ten (10) days subsequently, make out and deliver to the administrator or executor a detailed statement of the assets and liabilities of the copartners as they existed at the time of the decease of the copartner, which statement shall be verified by the oath of the surviving copartner.
R.I. Gen. Laws § 7-4-16 — RI Code / Title 7 / Chapter 7-4 / Section 7-4-16
§ 7-4-16. Survival of suits against officers, directors, and stockholders.
Status: in_force

No suit against any officer, director, or stockholder for any liability or penalty created or imposed by the provisions of the general corporation law abates by reason of his or her death, but his or her estate is liable in the hands of his or her executor or administrator, who may voluntarily appear or may be summoned by the plaintiff to defend the suit.
R.I. Gen. Laws § 7-16-25 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-25
§ 7-16-25. Liability for contribution.
Status: in_force

(a) A promise by a member to make a capital contribution to the limited liability company is not enforceable unless set out in a writing signed by the member.

(b) Except as provided in the operating agreement, a members obligation to make his or her capital contribution is not excused because of death, disability or other reason.

(c) If a member does not make a capital contribution of property or services as and when promised, the member is obligated, at the option of the limited liability company, to contribute cash equal to that portion of the value of the capital contribution that has not been made.

(d)(1) Unless otherwise provided in the operating agreement, the obligation of a member to make a capital contribution may be compromised only with the unanimous consent of the members.

(2) Notwithstanding the compromise, a creditor of a limited liability company who extends credit or otherwise acts in reliance on that obligation after the member signs a writing that reflects the obligation and before the compromise may enforce the original obligation.
R.I. Gen. Laws § 7-6-85 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-85
§ 7-6-85. Revocation of certificate of authority.
Status: in_force

(a) The certificate of authority of a foreign corporation to conduct affairs in this state may be revoked by the secretary of state upon the conditions prescribed in this section when:

(1) The corporation has failed to file its annual report within the time required by this chapter or has failed to pay any fees or penalties prescribed by this chapter when they have become due and payable;

(2) The corporation has failed for 30 days to appoint and maintain a registered agent in this state as required by this chapter;

(3) The corporation has failed, after change of its registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;

(4) The corporation has failed to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter;

(5) The certificate of authority of the corporation was procured through fraud practiced upon the state;

(6) The corporation has continued to exceed or abuse the authority conferred upon it by this chapter; or

(7) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.

(b) No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless:

(1) The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered office of the corporation in this state on file with the secretary of states office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of states office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of states office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i) To the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii) In the case of a foreign corporation that has not yet filed an annual report, then to the corporation at its principal office shown in its application for certificate of authority, and no further notice shall be required; and

(2) The corporation fails prior to revocation to file the annual report, pay the fees or penalties, file the required statement of change of registered agent, file the articles of amendment or articles of merger, or correct the misrepresentation.
R.I. Gen. Laws § 7-6-52 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-52
§ 7-6-52. Plan of distribution.
Status: in_force

A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:

(1) If there are members entitled to vote on the plan, the board of directors shall adopt a resolution recommending a plan of distribution and directing its submission to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary of it shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The plan of distribution shall be adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on it, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.
R.I. Gen. Laws § 7-6-46 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-46
§ 7-6-46. Articles of merger or consolidation.
Status: in_force

(a) Upon approval, articles of merger or articles of consolidation shall duly be executed and shall set forth:

(1) The plan of merger or the plan of consolidation;

(2) If the members of any merging or consolidating corporation are entitled to vote on the plan, then as to each corporation:

(i) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or

(ii) A statement that the plan was adopted by a consent in writing signed by all members entitled to vote on it;

(3) If any merging or consolidating corporation has no members, or no members entitled to vote on the plan, then as to each corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office;

(4) A statement that the plan of merger was authorized and approved by each other constituent entity;

(5) The effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation;

(6) The identity of the surviving entity or the new entity by name, type, and state or other jurisdiction under whose laws it is organized or formed.

(b) The articles of merger or articles of consolidation shall be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, he or she shall, when all fees have been paid as prescribed in this chapter:

(1) Endorse on the original the word Filed, and the month, day, and year of the filing;

(2) File the original in the secretary of states office;

(3) Issue a certificate of merger or a certificate of consolidation.

(c) The certificate of merger or certificate of consolidation shall be delivered to the surviving or new entity, as the case may be, or its representative.

(d) The articles of merger or consolidation shall act as a certificate of cancellation for each party to the merger or consolidation that is not the surviving entity or the new entity.
R.I. Gen. Laws § 7-12-7 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-7
§ 7-12-7. Insolvency or absconding of partner.
Status: in_force

A composition or compromise in no way affects the right of the other copartners or any of them to call on the person making the compromise for any sum beyond the persons original portion of the debt, if in consequence of the insolvency, inability to pay or absconding of any one of the copartners, the person so compromising becomes liable to pay more than his or her proportion of the debt.
R.I. Gen. Laws § 7-16-53 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-53
§ 7-16-53. Cancellation of registration of foreign limited liability company.
Status: in_force

A foreign limited liability company may cancel its registration by filing with the secretary of state a certificate of cancellation signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization, or, if the foreign limited liability company is under the supervision of a receiver or trustee, by the receiver or trustee on behalf of the foreign limited liability company. In filing a certificate of cancellation, the foreign limited liability company revokes the authority of its resident agent to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the foreign limited liability company was authorized to transact business in this state may subsequently be made on the foreign limited liability company by service on the secretary of state. The certificate of cancellation must include the post office address to which the secretary of state may mail a copy of any process against the foreign limited liability company that is served on the secretary of state.
R.I. Gen. Laws § 7-6-102 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-102
§ 7-6-102. Greater voting requirements.
Status: in_force

Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the provisions of the articles of incorporation or bylaws control.
R.I. Gen. Laws § 7-8-25 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-25
§ 7-8-25. Exemption of holdings from attachment.
Status: in_force

The holdings of any member of an association, to the extent of the minimum amount necessary for membership, but not to exceed fifty dollars ($50.00), is exempt from attachment, execution, or garnishment for the debts of the owner.
R.I. Gen. Laws § 7-16-70 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-70
§ 7-16-70. Parties to actions.
Status: in_force

A member of a limited iability company is not a proper party to proceedings by or against a limited iability company, except for an action brought under § 7-16-56 and except where the object is to enforce a members right against or liability to the limited iability company.
R.I. Gen. Laws § 7-16-21 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-21
§ 7-16-21. Voting rights of members.
Status: in_force

(a) Unless otherwise provided in the articles of organization or operating agreement, the members of a limited liability company, to the extent their membership interests have not been assigned, are entitled to vote in proportion to the capital value of the membership interests that have not been assigned.

(b) Unless otherwise provided in the articles of organization or operating agreement, the affirmative vote of members entitled to vote, representing a majority of the capital values of all membership interests that have not been assigned, are required to approve the following matters:

(1) The dissolution and winding up of the limited liability company;

(2) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited liability company;

(3) The merger or consolidation of the limited liability company with another person; and

(4) A transaction involving an actual or potential conflict of interest between a manager and the limited liability company;

(5) An amendment to the articles of organization or operating agreement; and

(6) Any restatement of the articles of organization that includes an additional amendment.

(c) Any action required or permitted to be taken by the members or managers by this chapter, the articles of organization or operating agreement may be taken without a meeting if all the members entitled to vote or all the managers consent to it in writing.

(d)(1) Except as otherwise provided in the articles of organization or operating agreement and except for actions pursuant to subsections (b)(1), (2), and (3) of this section, any action required or permitted to be taken by vote of the members may be taken without a meeting on the written consent of less than all the members entitled to vote on it, if the members who consent would be entitled to cast at least the minimum number of votes that would be required to take the action at a meeting at which all members entitled to vote on it are present.

(2) Prompt notice of the action shall be given to all members who would have been entitled to vote on the action if the meeting were held.

(e) Any action taken pursuant to this section has the same effect for all purposes as if the action had been taken at a meeting of the members.

(f) The articles of organization or operating agreement may provide for any other voting rights of members.
R.I. Gen. Laws § 7-6-86 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-86
§ 7-6-86. Issuance of certificate of revocation.
Status: in_force

(a) Upon revoking any certificate of authority, the secretary of state shall:

(1) Issue a certificate of revocation in duplicate;

(2) File one of the certificates in the secretary of states office;

(3) Send to the corporation by regular mail a certificate of revocation, addressed to the registered office of the corporation in this state on file with the secretary of states office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of states office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of states office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i) To the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii) In the case of a foreign corporation that has not yet filed an annual report, then to the corporation at its principal office shown in its application for certificate of authority, and no further notice shall be required.

(b) Upon the issuance of the certificate of revocation, the authority of the corporation to conduct affairs in this state ceases.
R.I. Gen. Laws § 7-9-1 — RI Code / Title 7 / Chapter 7-9 / Section 7-9-1
§ 7-9-1. Power to enter guaranty and suretyship contracts.
Status: in_force

Any company incorporated and organized under the laws of any state of the United States, that has a paid up capital of at least two hundred fifty thousand dollars ($250,000), and that has charter authority to transact business as surety on obligations of persons or corporations, may, upon compliance with all the requirements of law regulating the admission of the companies to transact business in this state, and to the extent of its corporate powers, enter into any contract of guaranty or may be accepted as sole surety upon the bond, undertaking, or obligation of any person or corporation giving bond in this state or required by law to give bond in this state, except as otherwise provided, whether the bond is given in civil or criminal judicial proceedings or for the due performance of the duties of any office or employment, or however otherwise the guaranty, bond, undertaking, or obligation is given; and the company may also be accepted as sole surety upon any recognizance or other obligation of record that any person or corporation may be required by law in any way to enter into in this state.
R.I. Gen. Laws § 7-6-51 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-51
§ 7-6-51. Distribution of assets.
Status: in_force

The assets of a corporation in the process of dissolution shall be applied and distributed as follows:

(1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made for their payment and discharge;

(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with the requirements;

(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter or as otherwise provided in its articles of incorporation or bylaws;

(4) Any other assets shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

(5) Any remaining assets may be distributed to any persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, that may be specified in a plan of distribution adopted as provided in this chapter.
R.I. Gen. Laws § 7-7-1 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-1
§ 7-7-1. Definitions.
Status: in_force

In this chapter, unless the context requires otherwise, the term:

(1) Agricultural products or products means field crops, horticultural, viticultural, forestry, nut, dairy, livestock, poultry, bee, and all farm products and the byproducts derived from any of them; and words used import the singular or the plural as the context demands;

(2) Association means any corporation formed under this chapter;

(3) Member means a person who owns a common stock in an association formed with capital stock, or who owns a certificate of membership in an association formed without capital stock;

(4) Person means an individual, a partnership, a corporation, an association, or two (2) or more persons having a joint or common interest.
R.I. Gen. Laws § 7-7-18 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-18
§ 7-7-18. Federation and cooperation between associations.
Status: in_force

To effectuate the formation of federations of nonprofit associations of producers, any association of producers is authorized to acquire membership or stock in any other association of producers and any association is authorized to grant membership or sell stock to the associations. Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements, and make all necessary and proper stipulations, agreements, and contracts with any other cooperative corporation, association, or associations, formed in this or in any other state, for the cooperative and more economical carrying on of its business, or any part of carrying on business. Any two (2) or more associations may, by agreement, unite in employing and using, or may separately employ and use, the same methods, means, and agencies for carrying on and conducting their respective businesses.
R.I. Gen. Laws § 7-6-26 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-26
§ 7-6-26. Committees.
Status: repealed

(a) The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two (2) or more directors. These committees, to the extent provided in the resolution, in the articles of incorporation, or in the bylaws of the corporation, have and exercise all the authority of the board of directors, except that no committee has the authority of the board of directors in reference to:

(1) Amending, altering, or repealing the bylaws;

(2) Electing, appointing, or removing any member of any committee or any director or officer of the corporation;

(3) Amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger, or adopting a plan of consolidation with another corporation;

(4) Authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation;

(5) Authorizing the voluntary dissolution of the corporation or revoking proceedings for voluntary dissolution; adopting a plan for the distribution of the assets of the corporation; or

(6) Amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by the committee.

(b) The designation and appointment of any committee and the delegation to it of authority does not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him or her by law.
R.I. Gen. Laws § 7-16-33 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-33
§ 7-16-33. Right to distribution.
Status: in_force

Unless otherwise provided in the operating agreement, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
R.I. Gen. Laws § 7-6-74 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-74
§ 7-6-74. Application by foreign corporation for certificate of authority.
Status: in_force

(a) A foreign corporation, in order to procure a certificate of authority to conduct affairs in this state, shall apply for it with the secretary of state. The application shall set forth:

(1) The name of the corporation and the state or country under the laws of which it is incorporated;

(2) The date of incorporation and the period of duration of the corporation;

(3) The street address of the principal office of the corporation;

(4) The address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at the address;

(5) The purpose or purposes of the corporation that it proposes to pursue in conducting its affairs in this state;

(6) The names and respective addresses of the directors and officers of the corporation;

(7) The additional information as is necessary or appropriate to enable the secretary of state to determine whether the corporation is entitled to a certificate of authority to conduct affairs in this state.

(b) The application shall be made on forms prescribed and furnished by the secretary of state and shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary.
R.I. Gen. Laws § 7-6-89 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-89
§ 7-6-89. Conducting affairs without certificate of authority.
Status: in_force

(a) No foreign corporation that is conducting affairs in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until the corporation has obtained a certificate of authority. Nor shall any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of the corporation on any right, claim, or demand arising out of the conduct of affairs by the corporation in this state, until a certificate of authority has been obtained by the corporation or by a corporation that has acquired all or substantially all of its assets.

(b) The failure of a foreign corporation to obtain a certificate of authority to conduct affairs in this state does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action, suit, or proceeding in any court of this state.

(c) A foreign corporation that conducts affairs in this state without a certificate of authority is liable to this state, for the years or parts of years during which it conducted affairs in this state without a certificate of authority, in an amount equal to all fees that would have been imposed by this chapter upon the corporation had it duly applied for and received a certificate of authority to conduct affairs in this state as required by this chapter and subsequently filed all reports required by this chapter, plus all interest and penalties imposed by this chapter for failure to pay the fees. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section.
R.I. Gen. Laws § 7-16-1 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-1
§ 7-16-1. Short title.
Status: in_force

This chapter shall be known and may be cited as the Rhode Island Limited Liability Company Act.
R.I. Gen. Laws § 7-1-23 — RI Code / Title 7 / Chapter 7-1 / Section 7-1-23
§ 7-1-23. Recovery of penalties  Compromise.
Status: in_force

All penalties imposed by the terms of the general corporation law for failure to comply with the requirements of that law shall be recovered in a civil action brought in the name and on behalf of the state by the attorney general; provided, however, that the attorney general may, after examination of the facts as he or she deems advisable, compromise any penalty instead of instituting an action for the penalty, and permit the payment to the general treasurer for the use of the state of a smaller sum in lieu of the maximum penalty provided by the general corporation law.
R.I. Gen. Laws § 7-16-69 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-69
§ 7-16-69. Certificates and certified copies to be received in evidence.
Status: in_force

All certificates issued by the secretary of state in accordance with the provisions of this chapter, and all copies of documents filed in the secretary of states office in accordance with the provisions of this chapter when certified by the secretary of state, shall be taken and received in all courts.
R.I. Gen. Laws § 7-16-34 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-34
§ 7-16-34. Nature of membership interest.
Status: in_force

A membership interest is personal property. A member has no interest in specific limited liability company property.
R.I. Gen. Laws § 7-16-61 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-61
§ 7-16-61. Approval of merger or consolidation.
Status: in_force

(a) A proposed plan of merger or consolidation complying with the requirements of § 7-16-60 shall be approved by the domestic constituent entities in the manner provided by this section:

(1) A limited liability company party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by § 7-16-21;

(2) A domestic corporation party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by the laws of this state for mergers of corporations with other corporations;

(3) A domestic limited partnership party to a proposed merger or consolidation shall have the plan of merger or consolidation, unless otherwise provided in the limited partnership agreement, authorized and approved in the manner and by the vote required by the laws of this state for mergers or consolidations of a domestic limited partnership with other limited partnerships or other business entities.

(b) After a merger or consolidation is authorized, unless the plan of merger or consolidation provides otherwise, and at any time before articles of merger or consolidation are filed under § 7-16-62, the plan of merger or consolidation may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the plan of merger or consolidation or, if none is set forth, as follows:

(1) By the unanimous consent of the members of each limited liability company that is a constituent entity, unless the operating agreement of the limited liability company provides otherwise;

(2) By the vote of the board of directors of any corporation that is a constituent entity;

(3) By the approval of all general partners and all limited partners of any limited partnership that is a constituent entity unless the limited partnership agreement provides otherwise.
R.I. Gen. Laws § 7-6-65 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-65
§ 7-6-65. Decree of involuntary dissolution.
Status: in_force

In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, at which time the existence of the corporation ceases.
R.I. Gen. Laws § 7-6-79 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-79
§ 7-6-79. Service of process on foreign corporation.
Status: in_force

(a) The registered agent appointed by a foreign corporation authorized to conduct affairs in this state shall be an agent of the corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.

(b) Whenever a foreign corporation authorized to conduct affairs in this state fails to appoint or maintain a registered agent in this state, or whenever any registered agent cannot with reasonable diligence be found at the registered office or whenever the certificate of authority of a foreign corporation is suspended or revoked, the secretary of state shall be an agent of the corporation upon whom any process, notice, or demand may be served. Service on the secretary of state of any process, notice, or demand shall be made by delivering to and leaving with the secretary of state, or with any clerk having charge of the corporation department of the secretary of states office, duplicate copies of the process, notice, or demand. If any process, notice, or demand is served on the secretary of state, the secretary of state shall immediately forward one of the copies by registered or certified mail, addressed to the corporation at its principal office in the state or country under the laws of which it is incorporated. Any service upon the secretary of state is returnable in not less than 30 days.

(c) The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, and shall record in the record the time of the service and the secretary of states action with reference to the service.

(d) Nothing contained in this section limits or affects the right to serve any process, notice, or demand, required or permitted by law to be served upon a corporation in any other manner now or subsequently permitted by law.
R.I. Gen. Laws § 7-16-26 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-26
§ 7-16-26. Sharing of profits and losses.
Status: in_force

Unless otherwise provided in the articles of organization or the operating agreement, the profits and losses of a limited liability company shall be allocated to each member on the basis of the members capital value.
R.I. Gen. Laws § 7-6-22 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-22
§ 7-6-22. Board of directors.
Status: in_force

(a) The affairs of a corporation are managed by a board of directors. Directors need not be residents of this state or members of the corporation unless the articles of incorporation or the bylaws requires it. The articles of incorporation or the bylaws may prescribe other qualifications for directors.

(b) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:

(1) In good faith;

(2) With the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and

(3) In a manner he or she reasonably believes to be in the best interests of the corporation.

(c) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons professional or expert competence; or

(3) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.

(d) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (c) unwarranted.

(e) A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.
R.I. Gen. Laws § 7-6-26.1 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-26.1
§ 7-6-26.1. Director conflicts of interest.
Status: in_force

(a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, is void or voidable nor are the directors or officers liable regarding the contract or transaction solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee of the board that authorizes the contract or transaction, or solely because his, her, or their votes are counted for the purpose, if:

(1) The material facts as to his, her, or their interest or relationship are disclosed or are known to the board of directors or the committee, and the board of directors or committee authorizes, approves, or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(2) The material facts as to his, her, or their interest or relationship are disclosed or are known to the members entitled to vote on the contract or transaction, and the contract or transaction is specifically authorized, approved, or ratified by vote of the members; or

(3) The contract or transaction is fair and reasonable to the corporation.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorizes the contract or transaction.
R.I. Gen. Laws § 7-6-66 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-66
§ 7-6-66. Filing of decree of dissolution.
Status: in_force

In case the court enters a decree dissolving a corporation, it is the duty of the clerk of the court to file a certified copy of the decree with the secretary of state. No fee shall be charged by the secretary of state for that filing.
R.I. Gen. Laws § 7-16-47 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-47
§ 7-16-47. Articles of dissolution.
Status: in_force

Not later than thirty (30) days following the dissolution and winding up of the limited liability company for any cause other than that set forth in § 7-16-39(1), articles of dissolution shall be filed in the office of the secretary of state and set forth:

(1) The name of the limited liability company;

(2) The date of filing of the original articles of organization;

(3) The date of filing of all amendments to the original articles of organization or the most recent restatement, if any, and all subsequent amendments to the articles of organization;

(4) The reason for filing the articles of dissolution;

(5) The effective date, which shall be a date certain, of the dissolution; and

(6) Any other information or provision, not inconsistent with law, that the members or authorized person signing the articles of dissolution elect to set forth.
R.I. Gen. Laws § 7-16-50 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-50
§ 7-16-50. Issuance of registration of foreign limited liability company.
Status: in_force

If the secretary of state accepts the application for filing under § 7-16-8, the secretary of state shall issue a certificate of registration to the foreign limited liability company. Upon the issuance of a certificate of registration by the secretary of state, the company is authorized to transact business in this state, subject, however, to the right of this state to suspend or revoke the authority as provided in this chapter.
R.I. Gen. Laws § 7-1-7.1 — RI Code / Title 7 / Chapter 7-1 / Section 7-1-7.1
§ 7-1-7.1. Filings to be originals.
Status: in_force

Filings made under this title at the secretary of states office are considered original and valid if they bear either original signatures, facsimile, or electronic signatures and shall include, but not be limited to any electronically transmitted documents or similar communications transmitted through a medium provided and authorized by the secretary of state.
R.I. Gen. Laws § 7-6-80 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-80
§ 7-6-80. Amendment to articles of incorporation of foreign corporation.
Status: in_force

Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended, the foreign corporation shall, within 30 days after the amendment becomes effective, file in the office of the secretary of state a copy of the amendment duly certified by the proper officer of the state or country under the laws of which it is incorporated; but the filing of the articles does not of itself enlarge or alter the purpose or purposes that the corporation is authorized to pursue in conducting its affairs in this state, or authorize the corporation to conduct affairs in this state under any other name than the name set forth in its certificate of authority.
R.I. Gen. Laws § 7-16-31 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-31
§ 7-16-31. Restrictions on making distributions.
Status: in_force

(a) No distribution may be made to a member if, after giving effect to the distribution:

(1) The limited liability company would not be able to pay its debts as they become due in the usual course of business; or

(2) The limited liability companys total assets would be less than the sum of its total liabilities plus, unless the operating agreement provides otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other members upon dissolution that are superior to the rights of the member receiving the distribution.

(b) The limited liability company may base a determination that a distribution is not prohibited under subsection (a) on:

(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or

(2) A fair valuation or other method that is reasonable under the circumstances.

(c) The effect of a distribution under subsection (a) is measured as of:

(1) The date the distribution is authorized if the payment occurs within one hundred and twenty (120) days after the date of authorization; or

(2) The date payment is made if it occurs more than one hundred and twenty (120) days after the date of authorization.
R.I. Gen. Laws § 7-16-45 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-45
§ 7-16-45. Winding up.
Status: in_force

(a) Except as otherwise provided in the articles of organization or operating agreement, the members who have not wrongfully dissolved a limited liability company may wind up the limited liability companys business and affairs.

(b) On application by or on behalf of a member, the members legal representative or assignee, the superior court may wind up the limited liability companys business and affairs.
R.I. Gen. Laws § 7-16-23 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-23
§ 7-16-23. Liability of members and managers.
Status: in_force

A member or manager of a limited liability company is not liable for the obligations of the limited liability company solely by reason of being a member or manager.
R.I. Gen. Laws § 7-8-11 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-11
§ 7-8-11. Meetings of members.
Status: in_force

(a) Regular meetings of members shall be held at least once a year. Special meetings may be demanded by a written petition of at least one-tenth (1/10) of the membership, in which case it is the duty of the secretary to call the meeting to take place within thirty (30) days after the demand. Meetings of the members may be held within or without this state.

(b) The articles of association or bylaws may provide for meetings by units of the membership and may provide for a method of transmitting the votes there cast to the central meeting, or for a method of representation by the election of delegates to the central meeting, or for a combination of both methods.
R.I. Gen. Laws § 7-1-5 — RI Code / Title 7 / Chapter 7-1 / Section 7-1-5
§ 7-1-5. Corporations organized for the business of insurance.
Status: in_force

Notwithstanding any general law to the contrary, any corporation, whether organized with capital stock or as a mutual association, that is organized for the purpose of carrying on within this state the business of insurance, surety, or indemnity, shall be organized pursuant to chapter 1.2 of this title and shall have all the rights and privileges and be subject to provisions of chapter 1 of title 27, relating to domestic insurance companies; provided, however, the articles of incorporation comply with requirements established by rule or regulation promulgated by the director of the department of business regulation, and provided, further, that no insurance corporation may commence business until it has satisfied the requirements enumerated in § 27-1-37. Any corporation as defined in this section and, notwithstanding the provisions of § 27-41-22, any corporation organized, created, or established in any manner pursuant to chapters 19, 20, 20.1, 20.2, 20.3, and 41 of title 27, shall obtain prior approval from the director of the department of business regulation for all charter amendments made pursuant to this title. Any corporation defined in this section created by special act of the general assembly, may amend its charter pursuant to § 7-1.2-902, subject to prior approval of the amendment by the director of the department of business regulation.
R.I. Gen. Laws § 7-6-92 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-92
§ 7-6-92. Fees for filing documents and issuing certificates.
Status: in_force

The secretary of state shall charge and collect for:

(1) Filing articles of incorporation and issuing a certificate of incorporation, thirty-five dollars ($35.00).

(2) Filing articles of amendment and issuing a certificate of amendment, ten dollars ($10.00).

(3) Filing certificate of correction and issuing a certificate of correction, ten dollars ($10.00).

(4) Filing restated articles of incorporation and issuing restated certificate of incorporation, ten dollars ($10.00).

(5) Filing articles of merger or consolidation and issuing a certificate of merger or consolidation, twenty-five dollars ($25.00).

(6)(i) Filing a statement of change of registered agent and registered office or filing a statement of change of registered agent, ten dollars ($10.00).

(ii) Filing a statement of change of registered office only, without fee.

(7) Filing articles of dissolution, ten dollars ($10.00).

(8) Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority, fifty dollars ($50.00).

(9) Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority, twenty-five dollars ($25.00).

(10) Filing a copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to conduct affairs in this state, twenty-five dollars ($25.00).

(11) Filing a copy of articles of merger of a foreign corporation holding a certificate of authority to conduct affairs in this state, twenty-five dollars ($25.00).

(12) Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, ten dollars ($10.00).

(13) Filing any other statement or report, including an annual report, of a domestic or foreign corporation, twenty dollars ($20.00).
R.I. Gen. Laws § 7-15-11 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-11
§ 7-15-11. Severability.
Status: in_force

If any provision of this chapter is held unconstitutional, this decision does not affect the validity of the remainder of the chapter.
R.I. Gen. Laws § 7-15-2 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-2
§ 7-15-2. Prohibited activities.
Status: in_force

(a) It is unlawful for any person who has knowingly received any income derived directly or indirectly from a racketeering activity or through collection of an unlawful debt, to directly or indirectly use or invest any part of that income, or the proceeds of that income in the acquisition of an interest in, or the establishment or operation of any enterprise.

(b) It is unlawful for any person through a racketeering activity or through collection of an unlawful debt to directly or indirectly acquire or maintain any interest in or control of any enterprise.

(c) It is unlawful for any person employed by or associated with any enterprise to conduct or participate in the conduct of the affairs of the enterprise through racketeering activity or collection of an unlawful debt.

(d) Provided, that a purchase of securities on the open market for purposes of investment and without the intention of controlling or participating in the control of the issuer, or of assisting another to do so, is not unlawful under this section if the securities of the issuer held by the purchaser, the members of his immediate family, and his or her or their accomplices in a racketeering activity or the collection of an unlawful debt after the purchase do not amount in the aggregate to one percent (1%) of the outstanding securities of any one class, and do not, either in law or in fact, confer the power to elect one or more directors of the issuer.
R.I. Gen. Laws § 7-16-36 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-36
§ 7-16-36. Right of assignee to become a member.
Status: in_force

(a) Except as otherwise provided in a written operating agreement, an assignee of an interest in a limited liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in an operating agreement, but in the absence of specification, consent is evidenced by a written instrument, dated and signed by the member, or evidenced by a vote taken at a meeting of the members called in accordance with the operating agreement and maintained with the records of the limited liability company.

(b) An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement and this chapter.

(c) An assignee who becomes a member is liable for any obligations of the assignor to make contributions and to return distributions under this chapter.

(d) Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignors liability to the limited liability company under § 7-16-25 and § 7-16-32.
R.I. Gen. Laws § 7-8-20 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-20
§ 7-8-20. Associations preemptive right to repurchase shares.
Status: in_force

If any holder of shares desires to dispose of any or all of his or her holdings in the association, he or she shall offer the holdings to the association, and the directors have the power to purchase, within ninety (90) days of the offer, the holdings by paying the member the par value of any or all of the holdings offered.
R.I. Gen. Laws § 7-1-5.2 — RI Code / Title 7 / Chapter 7-1 / Section 7-1-5.2
§ 7-1-5.2. Mutual insurance associations  Applicability of chapter.
Status: in_force

Notwithstanding any provision of § 7-1-5 to the contrary, and without intending to limit those sections of chapter 1.2 of this title that may not be applicable to mutual associations by reason of the fact that those associations do not have shareholders, the following sections of chapter 1.2 of this title do not apply to any insurance company organized as a mutual association: § 7-1.2-601 (Right of corporation to acquire, dispose of, and cancel its own shares); § 7-1.2-602 (Authorized shares; shares in classes or series; issuance of shares); § 7-1.2-705 (Quorum of shareholders required for shareholders action); § 7-1.2-1201 (Rights of shareholders to dissent); § 7-1.2-1202 (Rights of dissenting shareholders); § 7-1.2-1315 (Avoidance of dissolution by share buyout); and § 7-1.2-1602(c)(2) (License fees payable by domestic corporations).
R.I. Gen. Laws § 7-16-41 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-41
§ 7-16-41. Revocation of certificate of organization or certificate of registration.
Status: in_force

(a) The certificate of organization or certificate of registration of a limited liability company may be revoked by the secretary of state under the conditions prescribed in this section when it is established that:

(1) The limited liability company procured its articles of organization through fraud;

(2) The limited liability company has continued to exceed or abuse the authority conferred upon it by law;

(3) The limited liability company has failed to file its annual report within the time required by this chapter, or with respect to any limited liability company in good company standing on the records of the secretary of state on or after July 1, 2019, has failed to pay any required fees to the secretary of state when they have become due and payable, or the secretary of state has received notice from the division of taxation, in accordance with § 7-16-67.1, that the limited liability company has failed to pay any fees or taxes due this state;

(4) The limited liability company has failed for thirty (30) days to appoint and maintain a resident agent in this state as required by this chapter;

(5) The limited liability company has failed, after change of its resident agent, to file in the office of the secretary of state a statement of the change as required by this chapter;

(6) The limited liability company has failed to file in the office of the secretary of state any amendment to its articles of organization or certificate of registration or any articles of dissolution, cancellation of registration, merger, or consolidation as prescribed by this chapter; or

(7) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the limited liability company pursuant to this chapter.

(b) No certificate of organization or certificate of registration of a limited liability company shall be revoked by the secretary of state unless:

(1) The secretary of state shall have given the limited liability company notice thereof not less than sixty (60) days prior to such revocation by regular mail addressed to the resident agent in this state on file with the secretary of states office, which notice shall specify the basis for the revocation; provided, however, that if a prior mailing addressed to the address of the resident agent of the limited liability company in this state currently on file with the secretary of states office has been returned as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i) To the limited liability company, domestic or foreign, at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii) In the case of a limited liability company that has not yet filed an annual report, then to the domestic limited liability company at the principal office in the articles of organization or to the authorized person listed on the articles of organization, or to the foreign limited liability company at the office required to be maintained by the limited liability company in its state of organization, and no further notice shall be required; and

(2) The limited liability company fails prior to revocation to file the annual report, pay the fees or taxes, file the required statement of change of resident agent, file the articles of amendment or amendment to its registration or articles of dissolution, cancellation of registration, merger, or consolidation, or correct the misrepresentation.
R.I. Gen. Laws § 7-6-45 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-45
§ 7-6-45. Approval of merger or consolidation.
Status: in_force

(a) A plan of merger or consolidation is adopted in the following manner:

(1) If the members of any merging or consolidating corporation are entitled to vote on it, the board of directors of the corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary of the plan shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least a majority of the votes that members present at each meeting or represented by proxy are entitled to cast.

(2) If any merging or consolidating corporation has no members, or no members entitled to vote on it, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.

(3) A limited liability company party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by § 7-16-21.

(4) A domestic limited partnership party to a proposed merger or consolidation shall have the plan of merger or consolidation, unless otherwise provided in the limited partnership agreement, authorized and approved in the manner and by the vote required by the laws of this state for mergers or consolidations of a domestic limited partnership with other limited partnerships or other business entities.

(b) After approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to any provisions for abandonment set forth in the plan of merger or consolidation.
R.I. Gen. Laws § 7-16-60 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-60
§ 7-16-60. Plan of merger or consolidation.
Status: in_force

(a) Each constituent entity shall enter into a written plan of merger or consolidation, which shall be approved by each domestic constituent entity in accordance with § 7-16-61.

(b) The plan of merger or consolidation shall set forth:

(1) The name of each limited liability company, corporation and limited partnership that is a constituent entity in the merger or consolidation and the name of the surviving entity into which each other constituent entity proposes to merge or the new entity into which each constituent entity proposes to consolidate;

(2) The terms and conditions of the proposed merger or consolidation;

(3) The manner and basis of converting the interests in each limited liability company, the shares of stock or other interests in each corporation and the interests in each limited partnership that is a constituent entity in the merger or consolidation, other than those, in the case of a merger, held by the surviving entity into interests, shares, or other securities or obligations of the surviving entity or the new entity, or of any other limited liability company, corporation, limited partnership, or other entity, or, in whole or in part, into cash or other property;

(4) In the case of a merger where the surviving entity is domestic, any amendments to the articles of organization of a limited liability company, articles of incorporation of a corporation or certificate of limited partnership of a limited partnership of the surviving entity that are to be effected by the merger, or that no changes are desired;

(5) In the case of a consolidation where the new entity is domestic, all of the statements required to be set forth in articles of organization of any new entity that is a limited liability company, articles of incorporation of any new entity that is a corporation, or certificate of limited partnership of any new entity that is a limited partnership; and

(6) Any other provisions relating to the proposed merger or consolidation that are deemed necessary or desirable.
R.I. Gen. Laws § 7-6-13 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-13
§ 7-6-13. Change of registered office or registered agent.
Status: in_force

(a) A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state a statement stating:

(1) The name of the corporation;

(2) The address of its then-registered office;

(3) If the address of its registered office is changed, the address to which the registered office is to be changed;

(4) The name of its then-registered agent;

(5) If its registered agent is changed, the name of its successor registered agent;

(6) That the address of its registered office and the address of the office of its registered agent, as changed, will be identical;

(7) That the change was authorized by a duly adopted resolution by its board of directors.

(b) The statement shall be executed by the corporation by its president or a vice president and delivered to the secretary of state. If the secretary of state finds that the statement conforms to the provisions of this chapter, the secretary of state shall file the statement in the secretary of states office, and upon filing, the change of address of the registered office, or the appointment of a new registered agent, or both, becomes effective.

(c) Any registered agent of a corporation may resign as the agent upon filing a written notice of resignation, executed in duplicate, with the secretary of state, who shall immediately mail a copy of it to the corporation in care of an officer, who is not the resigning registered agent, at the address of the officer as shown by the most recent annual report of the corporation. The appointment of the agent terminates upon the expiration of thirty (30) days after receipt of the notice by the secretary of state.

(d) If a registered agent changes his, her, or its business address to another place within the state, the registered agent may change the address and the address of the registered office of any corporations of which the registered agent is registered agent by filing a statement as required in this section except that it need be signed only by the registered agent and need not be responsive to subsection (a)(5) or (a)(7) and must recite that a copy of the statement has been mailed to each corporation.
R.I. Gen. Laws § 7-6-90 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-90
§ 7-6-90. Annual report of domestic and foreign corporations.
Status: in_force

(a) Each domestic corporation, and each foreign corporation authorized to conduct affairs in this state, shall file, within the time prescribed by this chapter, an annual report setting forth the following information as of the date of the report:

(1) The name of the corporation and the state or country under the laws of which it is incorporated;

(2) [Deleted by P.L. 2021, ch. 137, § 2 and P.L. 2021, ch. 138, § 2.]

(3) The address of the principal office of the corporation;

(4) A brief statement of the character of the affairs that the corporation is actually conducting, or, in the case of a foreign corporation, that the corporation is actually conducting in this state; and

(5) The names and respective addresses of the directors and officers of the corporation.

(b) The annual report shall be made on forms prescribed and furnished by the secretary of state and the information contained in the report shall be given as of the date of the execution of the report. It shall be executed by the corporation by its president, a vice president, secretary, an assistant secretary, treasurer, or authorized representative, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation by the receiver or trustee.
R.I. Gen. Laws § 7-6-72 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-72
§ 7-6-72. Corporate name of foreign corporation.
Status: reserved

No certificate of authority shall be issued to a foreign corporation unless the corporate name of the corporation:

(1) Does not contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.

(2) Is distinguishable upon the records of the secretary of state from the name of any corporation, whether for-profit or not-for-profit, domestic or foreign limited partnership, or domestic or foreign limited-liability company organized under the laws of, or registered or qualified or authorized to transact business or conduct affairs in this state, or that is filed, reserved, or registered under this title.

(3) Is translated into letters of the English alphabet, if it is not in English.

(4) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(5) The secretary of state shall promulgate rules and regulations defining the term distinguishable upon the record for the administration of this chapter.
R.I. Gen. Laws § 7-8-33 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-33
§ 7-8-33. Use of word cooperative.
Status: in_force

(a) Only associations organized under this chapter, corporations organized on a cooperative basis under any other law of this state, credit unions, unincorporated groups operating on a cooperative basis, and foreign corporations operating on a cooperative basis and authorized to do business in this state, are entitled to use the term cooperative, or any abbreviation or derivation of the term, as part of their business name, or to represent themselves as conducting business on a cooperative basis. However, any firm or corporation using the word cooperative as part of its business name prior to January 1, 1947, is not subject to the provisions of this section.

(b) Any person, firm, or corporation violating the above provision shall, upon conviction of the offense, be punished by a fine of not less than twenty-five dollars ($25.00), with an additional fine of not more than two hundred dollars ($200) for each month during which a violation occurs, or by imprisonment for not less than thirty (30) days nor more than one year, or by both fine and imprisonment.
R.I. Gen. Laws § 7-6-105 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-105
§ 7-6-105. Unauthorized assumption of corporate powers.
Status: in_force

All persons who assume to act as a corporation without authority so to do are jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
R.I. Gen. Laws § 7-16-5 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-5
§ 7-16-5. Formation.
Status: in_force

(a) One or more persons may form a limited liability company by delivering or causing to be delivered executed articles of organization for filing with the secretary of state.

(b) When the secretary of state accepts the articles of organization for filing and issues the certificate of organization, the limited liability company is formed under the name and subject to the conditions and provisions stated in its articles of organization.
R.I. Gen. Laws § 7-6-70 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-70
§ 7-6-70. Admission of foreign corporation.
Status: in_force

(a) No foreign corporation has the right to conduct affairs in this state until it has procured a certificate of authority to do so from the secretary of state. No foreign corporation is entitled to procure a certificate of authority under this chapter to conduct any affairs in this state that a corporation organized under this chapter is prohibited from conducting. A foreign corporation shall not be denied a certificate of authority because of the fact that the laws of the state or country under which the corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in this chapter is construed to authorize this state to regulate the organization or the internal affairs of the corporation.

(b) Without excluding other activities that may not constitute conducting affairs in this state, a foreign corporation is not considered to be conducting affairs in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:

(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement of claims or disputes;

(2) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Creating evidences of debt, mortgages, or liens on real or personal property;

(5) Securing or collecting debts due to it or enforcing any rights in property securing the debts;

(6) Conducting its affairs in interstate commerce;

(7) Granting funds;

(8) Distributing information to its members;

(9) Conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
R.I. Gen. Laws § 7-4-3 — RI Code / Title 7 / Chapter 7-4 / Section 7-4-3
§ 7-4-3. Voting on stock held by fiduciaries and pledgees.
Status: in_force

A person holding stock in a fiduciary capacity is entitled to vote the stock. In the case of stock held jointly by two (2) or more executors, administrators, guardians, conservators, trustees, or other fiduciaries, the fiduciaries may designate, in writing, one or more of their number to represent the stock and vote it, unless there is a provision to the contrary in any instrument defining their powers and duties. A person whose stock is pledged is entitled to vote the stock until the stock is transferred on the books of the corporation to the pledgee, and subsequently the pledgee is entitled to vote the stock.
R.I. Gen. Laws § 7-6-49 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-49
§ 7-6-49. Sale, lease, exchange, or mortgage of assets.
Status: in_force

A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, that is authorized in the following manner:

(1) If there are members entitled to vote on it, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge, or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions of the disposition and the consideration to be received by the corporation for it. The authorization shall require at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast. After the authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating to the disposition of the assets, without further action or approval by members.

(2) If there are no members, or no members entitled to vote on it, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation is authorized upon receiving the vote of a majority of the directors in office.
R.I. Gen. Laws § 7-6-60 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-60
§ 7-6-60. Jurisdiction of court to liquidate assets and affairs of the corporation.
Status: in_force

(a) The superior court has full power to liquidate the assets and affairs of a corporation:

(1) In an action by a member or director when it is made to appear:

(i) That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened because of the deadlock, and either that the members are unable to break the deadlock or there are no members having voting rights;

(ii) That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent;

(iii) That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two (2) years to elect successors to directors whose terms have expired or would have expired upon the election of their successors;

(iv) That the corporate assets are being misapplied or wasted; or

(v) That the corporation is unable to carry out its purposes;

(2) In an action by a creditor:

(i) When the claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied and it is established that the corporation is insolvent; or

(ii) When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent;

(3) Upon application by a corporation to have its dissolution continued under the supervision of the court;

(4) When the corporations certificate of incorporation is subject to revocation by the secretary of state and it is established that liquidation of its affairs should precede the issuance of a certificate of revocation.

(b) Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated.

(c) It is not necessary to make directors or members parties to any action or proceedings unless relief is sought against them personally.
R.I. Gen. Laws § 7-6-42 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-42
§ 7-6-42. Restated articles of incorporation.
Status: in_force

(a) A domestic corporation may at any time restate its articles of incorporation as previously amended by filing with the secretary of state restated articles of incorporation. The restated articles of incorporation may include one or more amendments to the articles of incorporation adopted in accordance with the provisions of § 7-6-39. The corporation may restate articles of incorporation in the following manner:

(1) If there are members entitled to vote on the restated articles, the board of directors shall adopt a resolution setting forth the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote on them, which may be either an annual or a special meeting.

(2) Written notice setting forth the proposed restated articles or a summary of their provisions shall be given to each member entitled to vote on them, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of their provisions may be included in the notice of the annual meeting.

(3) At the meeting, a vote of the members entitled to vote on the restated articles shall be taken on them, which shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote on them present at the meeting or represented by proxy.

(4) If there are no members, or no members entitled to vote on them, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

(b) Upon approval, restated articles of incorporation shall be executed by the corporation by its president or vice president and by its secretary or assistant secretary and shall set forth:

(1) The name of the corporation;

(2) The period of its duration;

(3) The purpose or purposes that the corporation is authorized to pursue;

(4) Any other provisions, not inconsistent with law, that are then set forth in the articles of incorporation as previously amended, except that it is not necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors, or its incorporators.

(c) The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as previously amended, that they have been duly adopted as required by law, and the additional amendments to the articles of incorporation, if any, together with a statement that such additional amendments were adopted in accordance with the provisions of § 7-6-39, and a further statement that, except for the designated amendments, if any, the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as previously amended, and that the restated articles of incorporation, together with the designated amendments, if any, supersede the original articles of incorporation and all previous amendments to the articles of incorporation.

(d) The restated articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the restated articles conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed:

(1) Endorse on the original the word Filed, and the month, day, and year of the filing;

(2) File the original in the secretary of states office;

(3) Issue a restated certificate of incorporation.

(e) The restated certificate of incorporation shall be delivered to the corporation or its representative.

(f) Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation become effective and supersede the original articles of incorporation and all amendments to them.
R.I. Gen. Laws § 7-16-15 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-15
§ 7-16-15. Managers.
Status: in_force

(a) The articles of organization or a written operating agreement may deny, restrict or enlarge the management rights and duties of any member or group or class of member and may provide that the business and affairs of the limited liability company shall be managed by or under the authority of one or more managers who may, but need not be, members.

(b) The articles of organization or written operating agreement may prescribe qualifications for managers.

(c) The number of managers may be specified in or fixed in accordance with the articles of organization or written operating agreement.
R.I. Gen. Laws § 7-6-4 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-4
§ 7-6-4. Purposes.
Status: in_force

Corporations may be organized under this chapter for any lawful purpose or purposes subject to the condition that no part of the net income or profit of any corporation will be distributable to its members, directors, or officers. Subject to that condition, the purpose or purposes for which corporations may be organized under this chapter include, but are not limited to, any one or more of the following purposes or activities:

(1) Charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; recreational; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; health services; and professional, commercial, industrial, or trade association;

(2) Libraries; and fire engine companies;

(3) Constructing, acquiring, leasing, fostering, encouraging, and assisting the physical location, settlement, or resettlement of industrial, manufacturing, commercial, or recreational facilities or enterprises within the state;

(4) Planning, constructing, erecting, maintaining, operating, and managing land, buildings, and improvements in projects undertaken pursuant to chapters 31  33 of title 45;

(5) Engaging in municipal projects authorized by the governing body of the municipality; and

(6) Providing housing and related facilities and services for elderly persons.
R.I. Gen. Laws § 7-6-103 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-103
§ 7-6-103. Waiver of notice.
Status: in_force

Whenever any notice is required to be given to any member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver of the notice in writing signed by the person or persons entitled to the notice, whether before or after the time stated in the waiver, is equivalent to the giving of the notice.
R.I. Gen. Laws § 7-8-19 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-19
§ 7-8-19. Application of corporation and franchise taxes to associations without stock.
Status: repealed

(a) For the purposes of taxation, under chapters 11 and 12 [repealed] of title 44, of an association formed under this chapter without capital stock, the words share and stock and capital stock are construed to include within their meaning memberships in the association.

(b) For the purposes of taxation, under chapter 11 of title 44, of an association formed under this chapter without capital stock, the tax, if any, is based on the number of memberships outstanding in the association.

(c) The par value of the memberships shall, for the purposes of computing the amount of tax due under chapters 11 and 12 [repealed] of title 44, be taken as the amount for which the memberships were issued.
R.I. Gen. Laws § 7-16-11 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-11
§ 7-16-11. Resident agent.
Status: in_force

(a) Each domestic or foreign registered limited liability company shall have a resident agent for service of process on the limited liability company who shall be either:

(1) An individual resident of this state; or

(2) A corporation, limited partnership, or limited liability company, and in each case either domestic or one authorized to transact business in this state.

(b)(1) A domestic or foreign registered limited liability company may change its resident agent or the address of its resident agent by filing with the secretary of state a statement signed by any authorized person that authorizes the change.

(2) A change of a resident agent or address of the resident agent for a domestic or foreign registered limited liability company under this subsection is effective when the secretary of state accepts the statement for filing.

(c)(1) A resident agent that changes address in the state shall file with the secretary of state a statement of the change of address signed by the resident agent or on the resident agents behalf.

(2) The statement shall include:

(i) The name of the limited liability company for which the change is effective;

(ii) The old and new addresses of the resident agent; and

(iii) The date on which the change is effective.

(3) The change of address of the resident agent is effective when the secretary of state accepts the statement for filing.

(d)(1) A resident agent may resign by filing with the secretary of state a counterpart or photocopy of the signed resignation, together with a statement that the resignation has been delivered or sent to the limited liability company.

(2) Unless a later time is specified in the resignation, it is effective thirty (30) days after it is filed.

(e) The secretary of state is appointed the agent of the domestic limited liability company for service of process if no resident agent has been appointed, if the resident agents authority has been revoked, or if the resident agent cannot be found or served following the exercise of reasonable diligence.
R.I. Gen. Laws § 7-6-38 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-38
§ 7-6-38. Right to amend articles of incorporation.
Status: in_force

A corporation may amend its articles of incorporation, from time to time, in any respect desired, as long as its articles of incorporation, as amended, contain only provisions that are lawful under this chapter.
R.I. Gen. Laws § 7-6-48.4 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-48.4
§ 7-6-48.4. Filing of certificate of conversion to corporation (nonprofit).
Status: in_force

(a) The certificate of conversion to corporation (nonprofit) shall be delivered to the secretary of state. If the secretary of state finds that the certificate of conversion to corporation (nonprofit) conforms to law, the secretary of state shall, when all fees have been paid as prescribed in subsection (b) of this section:

(1) Endorse on the original the word Filed, and the month, day, and year of the filing;

(2) File the original in the secretary of states office; and

(3) Issue a certificate of conversion to corporation (nonprofit).

(b) The secretary of state shall charge and collect for filing a certificate of conversion (nonprofit), twenty-five dollars ($25.00).

(c) The certificate of conversion to corporation (nonprofit) shall be delivered to the corporation.
R.I. Gen. Laws § 7-6-104 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-104
§ 7-6-104. Action by incorporators, members, or directors without a meeting.
Status: in_force

(a) Any action required by this chapter to be taken at a meeting of the incorporators, members, or directors of a corporation, or any action that may be taken at a meeting of the incorporators, members, or directors, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the incorporators, by all the members entitled to vote with respect to the subject matter of the action, or by all of the directors.

(b) The consent has the same force and effect as a unanimous vote, and that may be stated in any articles or document filed with the secretary of state under this chapter.
R.I. Gen. Laws § 7-16-39 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-39
§ 7-16-39. Dissolution.
Status: in_force

A limited liability company is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(1) At any time specified in the articles of organization;

(2) An event specified in the articles of organization or a written operating agreement to cause dissolution;

(3) By action of members taken pursuant to § 7-16-21(b)(1);

(4) On the written consent of a majority of the capital values of the remaining members after the death, withdrawal, expulsion, bankruptcy, or dissolution of a member, or the occurrence of any other event that terminates the continued membership of a member in the limited liability company, unless otherwise provided in the articles of organization or a written operating agreement;

(5) Unless otherwise provided in the articles of incorporation or a written operating agreement, on the death, withdrawal, expulsion, bankruptcy or dissolution of the last remaining member or any other event that terminates the continued membership of the last remaining member, unless within ninety (90) days the successor(s) in interest of the last remaining member and any assignees of the members interest and of any other members interest agree in writing to admit at least one (1) member to continue the business of the limited liability company; or

(6) Entry of a decree of judicial dissolution under § 7-16-40.
R.I. Gen. Laws § 7-8-21 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-21
§ 7-8-21. Transfer of holdings.
Status: in_force

If the association fails, within ninety (90) days, to purchase all or any part of the holdings offered, their holder may dispose of the unpurchased interest elsewhere. No transferee of holdings in an association is entitled to the rights of membership until the transferee fulfills the requirements of eligibility of the association, including approval of his or her membership by the board of directors, if required.
R.I. Gen. Laws § 7-6-19 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-19
§ 7-6-19. Notice of members meetings.
Status: in_force

Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice is deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid.
R.I. Gen. Laws § 7-7-17 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-17
§ 7-7-17. Annual report  Examination of books.
Status: in_force

Every association formed under this chapter shall submit an annual statement, sworn to by one of the officers of the association, to the director of environmental management, subject to any regulations that he or she prescribes, on forms furnished by or satisfactory to him or her, showing the number of members of the association, the amount of money received by it from every source, an itemized list of all expenses of the association, the amount of its indebtedness or liabilities, and its balance sheets. The director of the department of environmental management, or his or her representative, has the right to examine and audit the books of any association at any time.
R.I. Gen. Laws § 7-8-23 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-23
§ 7-8-23. Impairment of solvency prohibited.
Status: in_force

No purchase or recall shall be made by the directors under § 7-8-20 or any other section if to do so would impair the solvency of the association.
R.I. Gen. Laws § 7-6-41 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-41
§ 7-6-41. Effectiveness of amendment.
Status: in_force

(a) The articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed:

(1) Endorse on the original the word Filed, and the month, day, and year of the filing;

(2) File the original in the secretary of states office; and

(3) Issue a certificate of amendment.

(b) The certificate of amendment shall be delivered to the corporation or its representative.

(c) Upon the issuance of the certificate of amendment by the secretary of state, or upon any later date, not more than 30 days after the filing of articles of amendment, that is set forth in the articles, the amendment becomes effective and the articles of incorporation are deemed to be amended accordingly.

(d) No amendment affects any existing cause of action in favor of or against the corporation, or any pending action to which the corporation is a party, or the existing rights of persons other than members; and, in the event the corporate name is changed by amendment, no action brought by or against the corporation under its former name abates for that reason.
R.I. Gen. Laws § 7-6-64 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-64
§ 7-6-64. Discontinuance of liquidation proceedings.
Status: in_force

The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In that event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.
R.I. Gen. Laws § 7-16-55 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-55
§ 7-16-55. Action to restrain foreign limited liability company.
Status: in_force

The attorney general of this state may maintain an action in the superior court to restrain any foreign limited liability company or any of its agents from transacting any business in this state in violation of this chapter or if the limited liability company has failed to comply with any section of this chapter applicable to it or if the limited liability company has secured a certificate of the secretary of state under § 7-16-50 on the basis of an inaccurate statement.
R.I. Gen. Laws § 7-6-32 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-32
§ 7-6-32. Loans to directors prohibited.
Status: in_force

No loans shall be made by a corporation to its directors. Any director who assents to or participates in the making of any loan is liable to the corporation for the amount of loan until its repayment.
R.I. Gen. Laws § 7-6-29 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-29
§ 7-6-29. Removal of officers.
Status: in_force

Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever, in their judgment, the best interests of the corporation will be served by removal. The removal of an officer is without prejudice to the contract rights, if any, of the officer removed. Election or appointment of an officer or agent does not of itself create contract rights.
R.I. Gen. Laws § 7-15-1 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-1
§ 7-15-1. Definitions.
Status: in_force

(a) Enterprise includes any sole proprietorship, partnership, corporation, association, or other legal entity, and any union or group of individuals associated for a particular purpose although not a legal entity.

(b) Person includes any individual or entity capable of holding a legal or beneficial interest in property.

(c) Racketeering activity means any act or threat involving murder, kidnapping, gambling, arson in the first, second, or third degree, robbery, bribery, extortion, larceny or prostitution, or any dealing in narcotic or dangerous drugs that is chargeable as a crime under state law and punishable by imprisonment for more than one year, or child exploitations for commercial or immoral purposes in violation of § 11-9-1(b) or (c) or § 11-9-1.1.

(d) Unlawful debt means a debt incurred or contracted in an illegal gambling activity or business or that is unenforceable under state law in whole or in part as to principal or interest because of the law relating to usury.
R.I. Gen. Laws § 7-6-1 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-1
§ 7-6-1. Short title.
Status: in_force

This chapter shall be known and may be cited as the Rhode Island Nonprofit Corporation Act.
R.I. Gen. Laws § 7-9-7 — RI Code / Title 7 / Chapter 7-9 / Section 7-9-7
§ 7-9-7. Estoppel of corporation to deny authority.
Status: in_force

Any company that makes, signs, seals, executes, acknowledges, or delivers any bond, guaranty, undertaking, or other obligation of record in this state, or that enters into any recognizance or other obligation of record whatsoever in this state, under the provisions of §§ 7-9-1  7-9-7, is estopped, in any proceedings to enforce the liability which it has assumed to incur, to deny its corporate power to make, sign, seal, execute, acknowledge, or deliver the bond, guaranty, undertaking, or other obligation, or to enter into the recognizance or other obligation of record.
R.I. Gen. Laws § 7-6-7 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-7
§ 7-6-7. Guarantee authorized by members.
Status: in_force

Each corporation has the power to make guarantees, although not in furtherance of its corporate purposes, when authorized at a meeting of members by the affirmative vote of a majority of the members entitled to vote on the guarantees, or a greater percentage that may be provided by the articles of incorporation or bylaws, or if there are no members, or no members entitled to vote on the guarantees, by the affirmative vote of a majority of the directors in office, or a greater percentage that is provided by the articles of incorporation or bylaws. If authorized by a like vote, a corporation has the power to mortgage, pledge, or give a security interest in all or any of its property, franchises, and income to secure the guarantee or to secure obligations other than its own.
R.I. Gen. Laws § 7-6-5 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-5
§ 7-6-5. General powers.
Status: in_force

Each corporation has power to:

(1) Have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation;

(2) Sue and be sued, complain and defend, in its corporate name;

(3) Have a corporate seal that may be altered at pleasure, and to use that seal by causing it, or a facsimile of it, to be impressed or affixed or in any other manner reproduced;

(4) Purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property, or any interest in real or personal property, wherever situated, and without restriction as to amount;

(5) Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;

(6) Lend money to and use its credit to assist its employees (other than employees who are also directors) and otherwise assist its employees;

(7) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality, or of any instrumentality of those entities;

(8) Make contracts and guarantees and incur liabilities; borrow money at the rates of interest that the corporation determines; issue its notes, bonds, and other obligations; guarantee debts and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income;

(9) Lend money for its corporate purposes; invest and reinvest its funds; and take and hold real and personal property as security for the payments of funds loaned or invested in that manner;

(10) Conduct its affairs, carry on its operations, have offices, and exercise the powers granted by this chapter within or without this state;

(11) Elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation;

(12) Make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation;

(13) Unless otherwise provided in the articles of incorporation, make donations for the public welfare or for charitable, scientific, or educational purposes;

(14) Pay pensions and establish pension plans or pension trusts for any or all of its directors, officers, and employees;

(15) Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.
R.I. Gen. Laws § 7-6-50 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-50
§ 7-6-50. Voluntary dissolution.
Status: in_force

(a) A corporation may dissolve and wind up its affairs in the following manner:

(1) If there are members entitled to vote on dissolution, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation is adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on dissolution, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

(b) Upon the adoption of the resolution by the members, or by the board of directors if there are no members or no members entitled to vote on dissolution, the corporation shall cease to conduct its affairs except to the extent necessary for the winding up of its affairs, shall immediately mail a notice of the proposed dissolution to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.