reglab/housing_qa huggingface dataset:
RI Gen L § 7-16-11 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-11 - Resident agent.

§ 7-16-11. Resident agent.(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company for service of process if no resident agent has been appointed, if the resident agent's authority has been revoked, or if the resident agent cannot be found or served following the exercise of reasonable diligence.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-12 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-12 - Amendment and restatement of articles of organization.

§ 7-16-12. Amendment and restatement of articles of organization. [Effective until January 1, 2022.](a) The articles of organization shall be amended when:(1) There is a change in the name of the limited-liability company; or(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.(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.History of Section.P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2007, ch. 97, § 1; P.L. 2007, ch. 108, § 1.
RI Gen L § 7-16-13 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-13 - Certificates of correction.

§ 7-16-13. Certificates of correction.(a) If any document filed with the secretary of state under this chapter contains any typographical error, error of transcription or other technical error or has been defectively executed, the document may be corrected by filing a certificate of correction.(b) A certificate of correction shall set forth:(1) The title of the document being corrected;(2) The name of each party to the document being corrected;(3) The date that the document being corrected was filed; and(4) The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective.(c) A certificate of correction may not make any other change or amendment that would not have complied in all respects with the requirements of this chapter at the time the document being corrected was filed.(d) A certificate of correction shall be executed in the same manner in which the document being corrected was required to be executed.(e) A certificate of correction may not:(1) Change the effective date of the document being corrected; or(2) Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right or liability has not detrimentally relied on the original document.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-14 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-14 - Management by members.

§ 7-16-14. Management by members.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.History of Section.P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
RI Gen L § 7-16-15 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-15 - Managers.

§ 7-16-15. Managers.(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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-16 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-16 - Election and removal of managers.

§ 7-16-16. Election and removal of managers.Unless otherwise provided in the articles of organization or operating agreement:(1) Election of managers to fill initial positions or vacancies shall be by majority vote of the members.(2) Any or all managers may be removed, with or without cause, by majority vote of the members.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-17 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-17 - Duties of managers.

§ 7-16-17. Duties of managers.(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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-18 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-18 - Limitation of liability of managers.

§ 7-16-18. Limitation of liability of managers.(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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-19 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-19 - Action by managers.

§ 7-16-19. Action by managers.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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-20 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-20 - Agency power of managers.

§ 7-16-20. Agency power of managers.(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.History of Section.P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
RI Gen L § 7-16-21 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-21 - Voting rights of members.

§ 7-16-21. Voting rights of members.(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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-22 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-22 - Records and information.

§ 7-16-22. Records and information.(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.History of Section.P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
RI Gen L § 7-16-23 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-23 - Liability of members and managers.

§ 7-16-23. Liability of members and managers.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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-24 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-24 - Contributions to capital.

§ 7-16-24. Contributions to capital.The contribution of a member to a limited-liability company must be a capital contribution.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-25 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-25 - Liability for contribution.

§ 7-16-25. Liability for contribution.(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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-26 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-26 - Sharing of profits and losses.

§ 7-16-26. Sharing of profits and losses.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.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-27 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-27 - Sharing of distributions.

§ 7-16-27. Sharing of distributions.Unless otherwise provided in the articles of organization or operating agreement, distributions of cash or other assets of a limited-liability company shall be allocated to each member on the basis of the member's capital value.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-28 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-28 - Interim distributions.

§ 7-16-28. Interim distributions.Except as provided in this chapter, a member is entitled to receive distributions from a limited-liability company before the withdrawal of the member from the limited-liability company and before the dissolution and winding up of the limited-liability company to the extent and at the times or upon the happening of the events upon which the members unanimously agree or as provided in the operating agreement.History of Section.P.L. 1992, ch. 280, § 1.
RI Gen L § 7-16-29 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-29 - Distributions upon withdrawal.

§ 7-16-29. Distributions upon withdrawal.Upon the withdrawal of a member, except as otherwise provided in writing in an operating agreement, the withdrawn member and his or her legal representatives, successors and assigns do not have the right to receive any distribution by reason of the withdrawal but have only the rights of an assignee to receive distributions as to the withdrawn member's interest during any continuation of the business of the limited-liability company and upon completion of winding up less any damages recoverable against the withdrawn member if the event of withdrawal violated the limited-liability company's operating agreement.History of Section.P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
RI Gen L § 7-16-30 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-16 - The Rhode Island Limited-Liability Company Act|Section 7-16-30 - Distribution in kind.

§ 7-16-30. Distribution in kind.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.History of Section.P.L. 1992, ch. 280, § 1.