reglab/housing_qa huggingface dataset:
RI Gen L § 7-16-52 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-52 - Amendments to registration of foreign limited-liability company.

§ 7-16-52. Amendments to registration of foreign limited-liability company.If any statement in the application for registration of a foreign limited-liability company was inaccurate when made or a change has occurred, other than a change of mailing address or a change of the name and/or address of the resident agent, the foreign limited-liability company shall promptly file in the office of the secretary of state a certificate signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization correcting the inaccuracy or indicating the change.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-52.1 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-52.1 - Foreign application for transfer of authority.

§ 7-16-52.1. Foreign application for transfer of authority.(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.History of Section.P.L. 2012, ch. 67, § 2; P.L. 2012, ch. 72, § 2.
RI Gen L § 7-16-53 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-53 - Cancellation of registration of foreign limited-liability company.

§ 7-16-53. Cancellation of registration of foreign limited-liability company.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.History of Section.P.L. 1992, ch. 280, § 1; P.L. 2007, ch. 99, § 3; P.L. 2007, ch. 109, § 3.
RI Gen L § 7-16-55 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-55 - Action to restrain foreign limited-liability company.

§ 7-16-55. Action to restrain foreign limited-liability company.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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-56 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-56 - Right of member to bring derivative action.

§ 7-16-56. Right of member to bring derivative action.A member may bring an action on behalf of the limited-liability company to recover a judgment in its favor if all of the following conditions are met:(1) The member does not have the authority to cause the limited-liability company to sue in its own right under the provisions of an operating agreement;(2) The members or managers with this authority have wrongfully refused to bring the action or, after adequate time to consider the demand, have failed to respond to the demand or if an effort to cause those members or managers to bring the action is not likely to succeed;(3) The plaintiff:(i) Is a member of the limited-liability company at the time of bringing the action; and(ii) Was a member of the limited-liability company at the time of the transaction complained of, or the plaintiff's status as a member of the limited-liability company subsequently devolved to the plaintiff pursuant to the terms of the operating agreement from a person who was a member at that time; and(4) The plaintiff fairly and adequately represents the interests of the members in enforcing the right of the limited-liability company.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-57 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-57 - Pleading in derivative action.

§ 7-16-57. Pleading in derivative action.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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-58 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-58 - Expenses in derivative action.

§ 7-16-58. Expenses in derivative action.(a) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including legal fees, and shall direct him or her to remit to the limited-liability company the remainder of those proceeds received by him or her.(b) In any action subsequently instituted on behalf of any limited-liability company by a member or members of the company, the court having jurisdiction, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff or plaintiffs to pay to the parties named as defendants the reasonable expenses, including legal fees, incurred by them in the defense of the action.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-59 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-59 - Merger or consolidation.

§ 7-16-59. Merger or consolidation.Any provision of chapters 1.2 and 13 of this title to the contrary notwithstanding:(1) Any one or more domestic or foreign limited-liability companies may merge or consolidate with or into any one or more domestic or foreign limited-liability companies, limited partnerships or corporations; and(2) Any one or more limited partnerships or corporations may merge or consolidate with or into any one or more domestic or foreign limited-liability companies.History of Section.P.L. 1992, ch. 280, § 1; P.L. 2007, ch. 98, § 2; P.L. 2007, ch. 107, § 2.
RI Gen L § 7-16-60 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-60 - Plan of merger or consolidation.

§ 7-16-60. Plan of merger or consolidation.(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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-61 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-61 - Approval of merger or consolidation.

§ 7-16-61. Approval of merger or consolidation.(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.History of Section.P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2001, ch. 250, § 1.
RI Gen L § 7-16-62 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-62 - Articles of merger or consolidation.

§ 7-16-62. Articles of merger or consolidation.(a) After a plan of merger or consolidation is approved by all domestic constituent entities as provided in § 7-16-61, the surviving entity or the new entity shall deliver in duplicate to the secretary of state for filing articles of merger or consolidation duly executed by each constituent entity setting forth:(1) The identity of each constituent entity by name, type and state or other jurisdiction under whose laws it is organized or formed;(2) The plan of merger or consolidation;(3) The effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation;(4) 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; and(5) A statement that the plan of merger was authorized and approved by each constituent entity.(b) A merger or consolidation takes effect on the later of the effective date of the filing of the articles of merger or consolidation or the date set forth in the plan of merger or consolidation.(c) Articles of merger or consolidation shall act as a certificate of cancellation for each domestic limited partnership party to the merger or consolidation that is not the surviving entity or the new entity.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-64 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-64 - Merger or consolidation with foreign entity.

§ 7-16-64. Merger or consolidation with foreign entity.(a) Any merger or consolidation that includes a foreign limited-liability company, foreign corporation or foreign limited partnership as a constituent entity is subject to the additional requirements that the merger or consolidation is permitted by the law of the state or jurisdiction under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger or consolidation.(b) If the surviving entity or the new entity is to be governed by the laws of any jurisdiction other than this state, then the articles of merger or consolidation required by § 7-16-62 shall also set forth:(1) The agreement of the surviving entity or the new entity that it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation that was organized under the laws of this state, as well as for enforcement of any obligation of the surviving entity or the new entity arising from the merger or consolidation; and(2) The irrevocable appointment of the secretary of state as an agent for service of process in the proceeding, and the surviving entity or the new entity shall specify the address to which a copy of the process shall be mailed to it by the secretary of state.(c) The effect of the merger or consolidation in which the surviving entity or the new entity is to be governed by the laws of any jurisdiction other than this state, shall be the same as provided in § 7-16-63, except insofar as the laws of the other jurisdiction provide otherwise.History of Section.P.L. 1992, ch. 280, § 1; P.L. 2018, ch. 346, § 15.
RI Gen L § 7-16-66 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-66 - Annual report of domestic and foreign limited-liability companies.

§ 7-16-66. Annual report of domestic and foreign limited-liability companies. [Effective until January 1, 2022.](a) Each domestic limited-liability company and each foreign limited-liability company authorized to transact business in this state, shall file, between the first day of September and the first day of November in each year following the calendar year in which its original articles of organization or application for registration were filed with the secretary of state, an annual report setting forth:(1) The name and address of the principal office of the limited-liability company;(2) The state or other jurisdiction under the laws of which it is formed;(3) The name and address of its resident agent;(4) The current mailing address of the limited-liability company and the name or title of a person to whom communications may be directed;(5) A brief statement of the character of the business in which the limited-liability company is actually engaged in this state;(6) Any additional information required by the secretary of state; and(7) If the limited-liability company has managers, the name and address of each of its managers.(b) The information in the annual report shall be given as of the date of the execution of the report. It shall be executed by an authorized person of the domestic limited-liability company and by a person with authority to do so under the laws of the state or other jurisdiction of organization of a foreign limited-liability company. Proof to the satisfaction of the secretary of state that prior to November 1st the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be timely filed.(c) If the secretary of state finds that the annual report conforms to the requirements of this chapter, the secretary of state shall file the report. If the secretary of state finds that it does not conform, the secretary of state shall promptly return the report to the limited-liability company for any necessary corrections, in which event the penalties subsequently prescribed for failure to file the report within the time previously 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 limited-liability company by the secretary of state.(d) Each limited-liability company, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) per year.History of Section.P.L. 1992, ch. 280, § 1; P.L. 1993, ch. 171, § 1; P.L. 1993, ch. 240, § 1; P.L. 1997, ch. 188, § 5; P.L. 2007, ch. 97, § 1; P.L. 2007, ch. 108, § 1.
RI Gen L § 7-16-67 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-67 - Filing of returns with the tax administrator - Annual charge.

§ 7-16-67. Filing of returns with the tax administrator — Annual charge.(a) A return, in the form and containing the information as the tax administrator may prescribe, shall be filed with the tax administrator by the limited-liability company:(1) In case the fiscal year of the limited-liability company is the calendar year, on or before the fifteenth day of March in the year following the close of the fiscal year; and(2) In case the fiscal year of the limited-liability company is not a calendar year, on or before the fifteenth day of the third month following the close of the fiscal year.(b) For tax years on or after January 1, 2016, a return, in the form and containing the information as the tax administrator may prescribe, shall be filed with the tax administrator by the limited-liability company and shall be filed on or before the date a federal tax return is due to be filed, without regard to extension.(c) An annual charge shall be due on the filing of the limited-liability company's return filed with the tax administrator and shall be paid to the division of taxation as follows:(1) If the limited-liability company is treated as a corporation for purposes of federal income taxation, it shall pay the taxes as provided in chapters 11 and 12 [repealed] of title 44; or(2) If the limited-liability company is not treated as a corporation for purposes of federal income taxation, it shall pay a fee in an amount equal to the minimum tax imposed upon a corporation under § 44-11-2(e). The due date for a limited-liability company that is not treated as a corporation for purposes of federal income taxation shall be on or before the fifteenth day of the fourth month following the close of the fiscal year.(d) For tax years on or after January 1, 2016, a return, in the form and containing the information as the tax administrator may prescribe, shall be filed with the tax administrator by the limited-liability company and shall be filed on or before the date a federal tax return is due to be filed, without regard to extension.(e) The annual charge is delinquent if not paid by the due date for the filing of the return and an addition of one hundred dollars ($100) to the charge is then due.History of Section.P.L. 1992, ch. 280, § 1; P.L. 2011, ch. 151, art. 19, § 3; P.L. 2016, ch. 142, art. 13, § 6.
RI Gen L § 7-16-67.1 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-67.1 - Revocation of articles or authority to transact business for nonpayment of fee.

§ 7-16-67.1. Revocation of articles or authority to transact business for nonpayment of fee.(a) The tax administrator may, after July 15 of each year, make up 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 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.History of Section.P.L. 2017, ch. 371, § 3; P.L. 2017, ch. 376, § 3.