reglab/housing_qa huggingface dataset:
RI Gen L § 7-16-31 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-31 - Restrictions on making distributions.

§ 7-16-31. Restrictions on making distributions.(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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-32 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-32 - Liability upon wrongful distribution.

§ 7-16-32. Liability upon wrongful distribution.(a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or of § 7-16-31 is personally liable to the limited-liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement or § 7-16-31.(b) Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution:(1) From each other member or manager who could be held liable under subsection (a) for the unlawful distribution; and(2) From each member for the amount the member received knowing that the distribution was made in violation of the operating agreement or § 7-16-31.(c) A proceeding under this section is barred unless it is commenced within two (2) years after the date on which the effect of the distribution is measured under § 7-16-31.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-33 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-33 - Right to distribution.

§ 7-16-33. Right to distribution.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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-34 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-34 - Nature of membership interest.

§ 7-16-34. Nature of membership interest.A membership interest is personal property. A member has no interest in specific limited-liability company property.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-35 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-35 - Assignment of membership interest.

§ 7-16-35. Assignment of membership interest.(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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-36 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-36 - Right of assignee to become a member.

§ 7-16-36. Right of assignee to become a member.(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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-37 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-37 - Rights of judgment creditor.

§ 7-16-37. Rights of judgment creditor.On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of judgment with interest. To the extent charged, the judgment creditor has only the rights of an assignee of the membership interest. This chapter does not deprive any member of the benefit of any exemption laws applicable to that member's membership interest.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-38 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-38 - Powers of estate of a member.

§ 7-16-38. Powers of estate of a member.(a) If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, the member's executor, administrator, guardian, conservator or other legal representative may exercise all of the member's rights for the purpose of settling the estate or administering property, including any power under the articles of organization or a written operating agreement permitting an assignee to become a member.(b) If a member is a corporation, partnership, limited partnership, domestic or foreign limited-liability company, trust, estate, association or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-39 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-39 - Dissolution.

§ 7-16-39. Dissolution.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.History of Section.P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
RI Gen L § 7-16-40 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-40 - Judicial dissolution.

§ 7-16-40. Judicial dissolution.On application by or on behalf of a member, the superior court may decree dissolution of a limited-liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-42 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-42 - Issuance of certificates of revocation.

§ 7-16-42. Issuance of certificates of revocation.(a) Upon revoking any such certificate of organization or certificate of registration of the limited-liability company, 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 limited-liability company by regular mail a certificate of revocation, addressed to the resident agent of the limited-liability company in this state on file with the secretary of state's office; 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 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 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.(b) Upon the issuance of the certificate of revocation, the authority of the limited-liability company to transact business in this state ceases.History of Section.P.L. 1992, ch. 280, § 1; P.L. 2001, ch. 26, § 4; P.L. 2001, ch. 268, § 4; P.L. 2007, ch. 97, § 1; P.L. 2007, ch. 108, § 1; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1.
RI Gen L § 7-16-43 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-43 - Withdrawal of certificate of revocation.

§ 7-16-43. Withdrawal of certificate of revocation.(a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-16-42, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited-liability company in good standing as if its certificate of organization or certificate of registration had not been revoked except as subsequently provided:(1) On the filing by the limited-liability company of the documents it had previously failed to file as set forth in subdivisions (3) — (6) of § 7-16-41(a);(2) On the payment by the limited-liability company of a penalty in the amount of fifty dollars ($50.00) for each year or part of year that has elapsed since the issuance of the certificate of revocation; and(3) Upon the filing by the limited-liability company of a certificate of good standing from the Rhode Island division of taxation.(b) If, as permitted by the provisions of this chapter or chapters 1.2, 6, 12, or 13 of this title, another limited-liability company, business or nonprofit corporation, registered limited liability partnership or a limited partnership, or in each case domestic or foreign, authorized and qualified to transact business in this state, bears or has filed a fictitious business name statement as to or reserved or registered a name that is the same as, the name of the limited-liability company with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation on the reinstated limited-liability company's amending its articles of organization or certificate of registration so as to designate a name that is not the same as its former name.History of Section.P.L. 1992, ch. 280, § 1; P.L. 2003, ch. 247, § 3; P.L. 2005, ch. 36, § 9; P.L. 2005, ch. 72, § 9; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1; P.L. 2021, ch. 385, § 3, effective July 13, 2021; P.L. 2021, ch. 386, § 3, effective July 13, 2021.
RI Gen L § 7-16-44 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-44 - Appeal from revocation of certificate of organization.

§ 7-16-44. Appeal from revocation of certificate of organization.(a) Any limited-liability company aggrieved by the action of the secretary of state in revoking its articles of organization may appeal from the revocation to the superior court by filing with the clerk of the court a petition setting forth the action of the secretary of state.(b) The matter shall be tried de novo by the superior court, which shall either sustain the action of the secretary of state or direct the secretary of state to take any action that the superior court deems proper.(c) Appeals from all final orders and judgments entered by the superior court under this section in review of action of the secretary of state may be taken as in other civil actions.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-45 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-45 - Winding up.

§ 7-16-45. Winding up.(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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-46 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-46 - Distribution of assets.

§ 7-16-46. Distribution of assets.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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-47 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-47 - Articles of dissolution.

§ 7-16-47. Articles of dissolution.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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-48 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-48 - Law governing foreign limited-liability companies.

§ 7-16-48. Law governing foreign limited-liability companies.(a) Subject to the constitution of this state:(1) The laws of the state or other jurisdiction under which a foreign limited-liability company is organized govern its organization and internal affairs and the liability of its members; and(2) A foreign limited-liability company may not be denied registration by reason of any difference between those laws and the laws of this state.(b) A foreign limited-liability company holding a valid registration in this state has no greater rights and privileges than a domestic limited-liability company. The registration shall not be deemed to authorize the foreign limited-liability company to exercise any of its powers or conduct any business that a domestic limited-liability company is not permitted by law to exercise or conduct in this state.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-49 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-49 - Registration of foreign limited-liability company.

§ 7-16-49. Registration of foreign limited-liability company.(a) Before transacting business in this state, a foreign limited-liability company shall register with the secretary of state.(b) In order to register, a foreign limited-liability company shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited-liability company, signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization and setting forth:(1) The name of the foreign limited-liability company and, if different, the name under which it proposes to register and transact business in this state;(2) The state or other jurisdiction in which the foreign limited-liability company is organized and date of the foreign limited-liability company's organization;(3) The name and address of the resident agent required by § 7-16-11;(4) A statement that the secretary of state is appointed the agent of the foreign limited-liability company for service of process if at any time there is no resident agent or if the resident agent cannot be found or served following the exercise of reasonable diligence;(5) The address of any office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction;(6) A mailing address for the foreign limited-liability company;(7) 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 application, the name and address of each manager;(8) Any additional information that may be necessary or appropriate in order to enable the secretary of state to determine whether the foreign limited-liability company is entitled to transact business in this state; and(9) A statement indicating whether the company has been duly organized in its state of formation as a low-profit limited-liability company.History of Section.P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2011, ch. 67, § 1; P.L. 2011, ch. 79, § 1.
RI Gen L § 7-16-50 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-50 - Issuance of registration of foreign limited-liability company.

§ 7-16-50. Issuance of registration of foreign limited-liability company.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.History of Section.P.L. 1992, ch. 280, § 1; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1.
RI Gen L § 7-16-51 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-51 - Name registration by foreign limited-liability company.

§ 7-16-51. Name registration by foreign limited-liability company.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.History of Section.P.L. 1992, ch. 280, § 1.