reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 5 - Domestication › Section 7-13.1-1152. - Plan of domestication.

§ 7-13.1-1152. Plan of domestication.
(a)
A domestic limited partnership may become a foreign limited partnership in a domestication by approving a plan of domestication. The plan must be in a record and contain:
(1)
The name of the domesticating limited partnership;
(2)
The name and jurisdiction of formation of the domesticated limited partnership;
(3)
The manner of converting the interests in the domesticating limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
The proposed certificate of limited partnership of the domesticated limited partnership;
(5)
The full text of the provisions of the partnership agreement of the domesticated limited partnership, that are proposed to be in a record;
(6)
The other terms and conditions of the domestication; and
(7)
Any other provision required by the law of this state or the partnership agreement of the domesticating limited partnership.
(b)
In addition to the requirements of subsection (a) of this section, a plan of domestication may contain any other provision not prohibited by law.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 5 - Domestication › Section 7-13.1-1153. - Approval of domestication.

§ 7-13.1-1153. Approval of domestication.
(a)
A plan of domestication of a domestic domesticating limited partnership is not effective unless it has been approved:
(1)
By all the partners entitled to vote on or consent to any matter; and
(2)
In a record, by each partner that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the domestication becomes effective, unless:
(i)
The partnership agreement of the domesticating partnership in a record provides for the approval of a domestication or merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and
(ii)
The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(b)
A domestication of a foreign domesticating limited partnership is not effective unless it is approved in accordance with the law of the foreign limited partnership’s jurisdiction of formation.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 5 - Domestication › Section 7-13.1-1154. - Amendment or abandonment of plan of domestication.

§ 7-13.1-1154. Amendment or abandonment of plan of domestication.
(a)
A plan of domestication of a domestic domesticating limited partnership may be amended:
(1)
In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2)
By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:
(i)
The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the domesticating limited partnership under the plan;
(ii)
The certificate of limited partnership or partnership agreement of the domesticated limited partnership that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the partners of the domesticated limited partnership under its organic law or partnership agreement; or
(iii)
Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(b)
After a plan of domestication has been approved by a domestic domesticating limited partnership and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating limited partnership may abandon the plan in the same manner as the plan was approved.
(c)
If a plan of domestication is abandoned after a statement of domestication has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the domesticating limited partnership, must be delivered to the secretary of state for filing before the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:
(1)
The name of the domesticating limited partnership;
(2)
The date on which the statement of domestication was filed by the secretary of state; and
(3)
A statement that the domestication has been abandoned in accordance with this section.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 5 - Domestication › Section 7-13.1-1155. - Statement of domestication — Effective date of domestication.

§ 7-13.1-1155. Statement of domestication — Effective date of domestication.
(a)
A statement of domestication must be signed by the domesticating limited partnership and delivered to the secretary of state for filing.
(b)
A statement of domestication must contain:
(1)
The name and jurisdiction of formation of the domesticating limited partnership;
(2)
The name and jurisdiction of formation of the domesticated limited partnership;
(3)
If the domesticating limited partnership is a domestic limited partnership, a statement that the plan of domestication was approved in accordance with this subpart or, if the domesticating limited partnership is a foreign limited partnership, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation; and
(4)
The certificate of limited partnership of the domesticated limited partnership, as an attachment.
(c)
In addition to the requirements of subsection (b) of this section, a statement of domestication may contain any other provision not prohibited by law.
(d)
The certificate of limited partnership of a domesticated domestic limited partnership must satisfy the requirements of this chapter, but the certificate does not need to be signed.
(e)
If the domesticated entity is a domestic limited partnership, the domestication becomes effective when the statement of domestication is effective. If the domesticated entity is a foreign limited partnership, the domestication becomes effective on the later of:
(1)
The date and time provided by the organic law of the domesticated entity; and
(2)
When the statement is effective.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 12 - Miscellaneous Provisions › Section 7-13.1-1201. - Uniformity of application and construction.

§ 7-13.1-1201. Uniformity of application and construction.
In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 12 - Miscellaneous Provisions › Section 7-13.1-1202. - Relation to Electronic Signatures in Global and National Commerce Act.

§ 7-13.1-1202. Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. § 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. § 7003(b).
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 12 - Miscellaneous Provisions › Section 7-13.1-1203. - Savings clause.

§ 7-13.1-1203. Savings clause.
This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2023.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 12 - Miscellaneous Provisions › Section 7-13.1-1204. - Severability clause.

§ 7-13.1-1204. Severability clause.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-14 - Suppression of Criminally Operated Businesses › Section 7-14-1. - Forfeiture of charter and revocation of permit.

§ 7-14-1. Forfeiture of charter and revocation of permit.
The attorney general is authorized to institute civil proceedings in the superior court to forfeit the charter of any corporation organized under the laws of this state and to revoke the permit authorizing any foreign corporation to carry on business in this state, when:
(1)
Any of the corporate officers or any other person controlling the management or operation of the corporation, with the knowledge of the president and a majority of the board of directors or under such circumstances wherein the president and a majority of the directors should have knowledge, is a person engaged in organized gambling, organized traffic in narcotics, organized extortion, organized bribery, organized embezzlement, or organized prostitution, or who is connected directly or indirectly with organizations, syndicates, or criminal societies engaging in those activities; or
(2)
A director, officer, employee, agent, or stockholder acting for, through, or on behalf of the corporation has, in conducting the corporation’s affairs, purposely engaged in a persistent course of gambling, unlawful traffic in narcotics, extortion, embezzlement, intimidation and coercion, bribery, prostitution, or other criminal conduct with the knowledge of the president and a majority of the board of directors or under circumstances where the president and a majority of the directors should have knowledge, with the intent to compel or induce other persons, firms, and corporations to deal with the corporation or to engage in any criminal conduct; and
(3)
For the prevention of future illegal conduct of the same character, the public interest requires the charter of the corporation to be forfeited and the corporation to be dissolved or the permit to be revoked.
History of Section.
P.L. 1970, ch. 236, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-14 - Suppression of Criminally Operated Businesses › Section 7-14-2. - Enjoining operations of a business.

§ 7-14-2. Enjoining operations of a business.
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.
History of Section.
P.L. 1970, ch. 236, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-14 - Suppression of Criminally Operated Businesses › Section 7-14-3. - Institution and conduct of proceedings.

§ 7-14-3. Institution and conduct of proceedings.
(a)
The proceedings authorized by § 7-14-1 may be instituted against a corporation in any county in which it is doing business, and the proceedings shall be conducted in accordance with the Rhode Island rules of civil procedure and the applicable rules of court. The proceedings are deemed additional to any other proceeding authorized by law for the purpose of forfeiting the charter of a corporation or revoking the permit of a foreign corporation.
(b)
The proceedings authorized by § 7-14-2 may be instituted against a business other than a corporation in any county in which it is doing business, and the proceedings shall be conducted in accordance with Rhode Island rules of civil procedure and the applicable rules of court.
History of Section.
P.L. 1970, ch. 236, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-14 - Suppression of Criminally Operated Businesses › Section 7-14-4. - Severability.

§ 7-14-4. Severability.
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.
History of Section.
P.L. 1970, ch. 236, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-15 - Racketeer Influenced and Corrupt Organizations › Section 7-15-1. - Definitions.

§ 7-15-1. Definitions.
(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.
History of Section.
P.L. 1979, ch. 204, § 1; P.L. 1985, ch. 353, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-15 - Racketeer Influenced and Corrupt Organizations › Section 7-15-2. - Prohibited activities.

§ 7-15-2. Prohibited activities.
(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.
History of Section.
P.L. 1979, ch. 204, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-15 - Racketeer Influenced and Corrupt Organizations › Section 7-15-3. - Penalties for violations — Disposition of seized property.

§ 7-15-3. Penalties for violations — Disposition of seized property.
(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.
History of Section.
P.L. 1979, ch. 204, § 1; P.L. 1985, ch. 353, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-15 - Racketeer Influenced and Corrupt Organizations › Section 7-15-4. - Civil remedies — Actions by attorney general and injured persons.

§ 7-15-4. Civil remedies — Actions by attorney general and injured persons.
(a)
The superior courts of the state have jurisdiction to prevent and restrain violations of this chapter by issuing appropriate orders, including, but not limited to:
(1)
Ordering any person to divest himself, herself, or itself of any interest, direct or indirect, in any enterprise;
(2)
Imposing reasonable restrictions on the future activities or investments of any person, including, but not limited to, prohibiting any person from engaging in the same type of endeavor as the enterprise engaged in; or
(3)
Ordering dissolution or reorganization of any enterprise, making due provisions for the rights of innocent persons.
(b)
The attorney general may institute proceedings under this section. In any action brought by the state under this section, the court shall proceed as soon as practicable to the hearing and determination of the action. Pending final determination of the action, the court may at any time enter any restraining orders or prohibitions, or take any other actions, including the acceptance of satisfactory performance bonds, as it deems proper.
(c)
Any person injured in his, her, or its business or property by reason of a violation of this chapter may sue in any appropriate court and shall recover treble damages and the cost of the suit, including a reasonable attorney’s fee. In order for an injured person to recover pursuant to this subsection, it is not necessary to show that the defendant has been convicted of a criminal violation of this chapter.
(d)
A final judgment or decree rendered in favor of the state in any criminal proceeding brought by the state under this chapter shall estop the defendant from denying the essential allegations of the criminal offense in any subsequent civil proceeding brought by the state.
(e)
In addition to, or in lieu of, the criminal forfeiture procedure of this act, any property described in § 7-15-3 is subject to civil forfeiture pursuant to this section.
History of Section.
P.L. 1979, ch. 204, § 1; P.L. 1985, ch. 353, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-15 - Racketeer Influenced and Corrupt Organizations › Section 7-15-5. - Proceedings — Open or closed.

§ 7-15-5. Proceedings — Open or closed.
In any proceeding ancillary to or in any civil action instituted by the state under this chapter, the proceedings may be open or closed to the public at the discretion of the court after consideration of the rights of affected persons.
History of Section.
P.L. 1979, ch. 204, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-15 - Racketeer Influenced and Corrupt Organizations › Section 7-15-6. - Application.

§ 7-15-6. Application.
It is not a defense in any action brought under this chapter that the racketeering activity as defined in § 7-15-1(c) occurred prior to May 5, 1979.
History of Section.
P.L. 1979, ch. 204, § 1; P.L. 2018, ch. 346, § 14.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-15 - Racketeer Influenced and Corrupt Organizations › Section 7-15-8. - Jurisdiction.

§ 7-15-8. Jurisdiction.
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.
History of Section.
P.L. 1979, ch. 204, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-15 - Racketeer Influenced and Corrupt Organizations › Section 7-15-9. - Remedies cumulative.

§ 7-15-9. Remedies cumulative.
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.
History of Section.
P.L. 1979, ch. 204, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-15 - Racketeer Influenced and Corrupt Organizations › Section 7-15-10. - Construction.

§ 7-15-10. Construction.
The provisions of this chapter shall be liberally construed to effectuate its purpose.
History of Section.
P.L. 1979, ch. 204, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-15 - Racketeer Influenced and Corrupt Organizations › Section 7-15-11. - Severability.

§ 7-15-11. Severability.
If any provision of this chapter is held unconstitutional, this decision does not affect the validity of the remainder of the chapter.
History of Section.
P.L. 1979, ch. 204, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-1. - Short title.

§ 7-16-1. Short title.
This chapter shall be known and may be cited as the “Rhode Island Limited Liability Company Act”.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-3. - Purpose and duration.

§ 7-16-3. Purpose and duration.
Every limited liability company organized under this chapter has the purpose of engaging in any lawful business, and has perpetual existence until dissolved as terminated in accordance with this chapter, unless a more limited purpose or duration is set forth in the articles of organization.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2002, ch. 205, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-3.1. - Professional services.

§ 7-16-3.1. Professional services.
A limited liability company may render professional services, as defined in § 7-5.1-2, as and to the extent permitted under law or rules and regulations of the applicable regulatory agency or agencies, as defined in § 7-5.1-2. Each regulatory agency as so defined is authorized to adopt, subject to applicable law, rules and regulations regarding a domestic and foreign limited liability company rendering professional services. The rules and regulations shall not be inconsistent with law or rules or regulations regarding the rendering of professional services through a professional corporation.
History of Section.
P.L. 2002, ch. 205, § 3.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-3.2. - Liability in rendering professional services.

§ 7-16-3.2. Liability in rendering professional services.
(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.
History of Section.
P.L. 2002, ch. 205, § 3.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-5. - Formation.

§ 7-16-5. Formation.
(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.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2008, ch. 57, § 5; P.L. 2008, ch. 123, § 5.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-6. - Articles of organization.

§ 7-16-6. Articles of organization.
(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.
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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-7. - Execution of articles.

§ 7-16-7. Execution of articles.
(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.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 1993, ch. 240, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-8. - Filing.

§ 7-16-8. Filing.
(a)
The secretary of state may not accept for filing any document under this chapter that does not conform with law.
(b)
The secretary of state may not accept for filing any organizational document, qualification, registration, change of resident agent report, service of process, notice, or other document until all required filing and other fees have been paid to the secretary of state.
(c)
The secretary of state may not accept for filing any article of dissolution, cancellation of registration, or article of merger until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid.
(d)
The secretary of state may not accept for filing the reinstatement of a limited liability company’s certificate of organization or registration until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid, as evidenced by an appropriate certificate of good standing issued by the division of taxation.
(e)
The secretary of state may not accept for filing a certificate of conversion to a non-Rhode Island entity until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid.
(f)
When the secretary of state accepts the articles of organization or a certificate of registration or any other document filed under this chapter, the secretary of state shall:
(1)
Endorse on the document the date and time of its acceptance for filing;
(2)
Promptly file the document; and
(3)
Issue a certificate or other evidence that establishes:
(i)
That the document was accepted for filing by the secretary of state; and
(ii)
The date and time of the acceptance for filing.
(g)
The document becomes effective upon the issuance of the certificate or other evidence or at any later date that is set forth within the document, not more than ninety (90) days after the filing of such document.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 2007, ch. 360, § 1; P.L. 2011, ch. 77, § 1; P.L. 2011, ch. 82, § 2; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1; P.L. 2015, ch. 80, § 3; P.L. 2015, ch. 88, § 3; P.L. 2017, ch. 371, § 2; P.L. 2017, ch. 376, § 2; P.L. 2018, ch. 14, § 1; P.L. 2018, ch. 24, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-10. - Reservation of name — Transfer of reserved name.

§ 7-16-10. Reservation of name — Transfer of reserved name.
(a)
The exclusive right to use a specified name for a domestic or foreign limited liability company may be reserved by:
(1)
A person who intends to organize a domestic limited liability company;
(2)
A domestic limited liability company or foreign limited liability company registered in this state which, in either case, proposes to change its name;
(3)
A foreign limited liability company that intends to register in this state; or
(4)
Any person intending to organize a foreign limited liability company 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 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 which specifies the name and address of the transferee and is signed by the applicant for whom the name was reserved.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 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.
2023 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.
(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.
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; P.L. 2021, ch. 137, § 3, effective January 1, 2022; P.L. 2021, ch. 138, § 3, effective January 1, 2022.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.