reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-31. - Restrictions on making distributions.

§ 7-16-31. Restrictions on making distributions.
(a)
No distribution may be made to a member if, after giving effect to the distribution:
(1)
The limited liability company would not be able to pay its debts as they become due in the usual course of business; or
(2)
The limited liability company’s total assets would be less than the sum of its total liabilities plus, unless the operating agreement provides otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other members upon dissolution that are superior to the rights of the member receiving the distribution.
(b)
The limited liability company may base a determination that a distribution is not prohibited under subsection (a) on:
(1)
Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or
(2)
A fair valuation or other method that is reasonable under the circumstances.
(c)
The effect of a distribution under subsection (a) is measured as of:
(1)
The date the distribution is authorized if the payment occurs within one hundred and twenty (120) days after the date of authorization; or
(2)
The date payment is made if it occurs more than one hundred and twenty (120) days after the date of authorization.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-32. - Liability upon wrongful distribution.

§ 7-16-32. Liability upon wrongful distribution.
(a)
A member or manager who votes for or assents to a distribution in violation of the operating agreement or of § 7-16-31 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement or § 7-16-31.
(b)
Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution:
(1)
From each other member or manager who could be held liable under subsection (a) for the unlawful distribution; and
(2)
From each member for the amount the member received knowing that the distribution was made in violation of the operating agreement or § 7-16-31.
(c)
A proceeding under this section is barred unless it is commenced within two (2) years after the date on which the effect of the distribution is measured under § 7-16-31.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-33. - Right to distribution.

§ 7-16-33. Right to distribution.
Unless otherwise provided in the operating agreement, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-34. - Nature of membership interest.

§ 7-16-34. Nature of membership interest.
A membership interest is personal property. A member has no interest in specific limited liability company property.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-35. - Assignment of membership interest.

§ 7-16-35. Assignment of membership interest.
(a)
Unless otherwise provided in the articles of organization or a written operating agreement:
(1)
A membership interest is assignable in whole or in part;
(2)
An assignment of a membership interest does not of itself dissolve a limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become a member or to exercise any rights or powers of a member;
(3)
An assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled; and
(4)
A member ceases to be a member and to have the power to exercise any rights or powers of a member on assignment of all of the member’s membership interest.
(b)
Unless otherwise provided in the articles of organization or an operating agreement, the pledge of or granting of a security interest, lien or other encumbrance in or against any or all of the membership interest of a member is not deemed an assignment of a membership interest.
(c)
Unless otherwise provided in the articles of organization or an operating agreement and except to the extent provided in a written agreement signed by an assignee, until an assignee of a membership interest becomes a member, the assignee has no liability as a member solely as a result of the assignment.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-36. - Right of assignee to become a member.

§ 7-16-36. Right of assignee to become a member.
(a)
Except as otherwise provided in a written operating agreement, an assignee of an interest in a limited liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in an operating agreement, but in the absence of specification, consent is evidenced by a written instrument, dated and signed by the member, or evidenced by a vote taken at a meeting of the members called in accordance with the operating agreement and maintained with the records of the limited liability company.
(b)
An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement and this chapter.
(c)
An assignee who becomes a member is liable for any obligations of the assignor to make contributions and to return distributions under this chapter.
(d)
Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignor’s liability to the limited liability company under § 7-16-25 and § 7-16-32.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-37. - Rights of judgment creditor.

§ 7-16-37. Rights of judgment creditor.
On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of judgment with interest. To the extent charged, the judgment creditor has only the rights of an assignee of the membership interest. This chapter does not deprive any member of the benefit of any exemption laws applicable to that member’s membership interest.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-38. - Powers of estate of a member.

§ 7-16-38. Powers of estate of a member.
(a)
If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member’s person or property, the member’s executor, administrator, guardian, conservator or other legal representative may exercise all of the member’s rights for the purpose of settling the estate or administering property, including any power under the articles of organization or a written operating agreement permitting an assignee to become a member.
(b)
If a member is a corporation, partnership, limited partnership, domestic or foreign limited liability company, trust, estate, association or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-39. - Dissolution.

§ 7-16-39. Dissolution.
A limited liability company is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(1)
At any time specified in the articles of organization;
(2)
An event specified in the articles of organization or a written operating agreement to cause dissolution;
(3)
By action of members taken pursuant to § 7-16-21(b)(1);
(4)
On the written consent of a majority of the capital values of the remaining members after the death, withdrawal, expulsion, bankruptcy, or dissolution of a member, or the occurrence of any other event that terminates the continued membership of a member in the limited liability company, unless otherwise provided in the articles of organization or a written operating agreement;
(5)
Unless otherwise provided in the articles of incorporation or a written operating agreement, on the death, withdrawal, expulsion, bankruptcy or dissolution of the last remaining member or any other event that terminates the continued membership of the last remaining member, unless within ninety (90) days the successor(s) in interest of the last remaining member and any assignees of the member’s interest and of any other member’s interest agree in writing to admit at least one (1) member to continue the business of the limited liability company; or
(6)
Entry of a decree of judicial dissolution under § 7-16-40.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-40. - Judicial dissolution.

§ 7-16-40. Judicial dissolution.
On application by or on behalf of a member, the superior court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-42. - Issuance of certificates of revocation.

§ 7-16-42. Issuance of certificates of revocation.
(a)
Upon revoking any such certificate of organization or certificate of registration of the limited liability company, the secretary of state shall:
(1)
Issue a certificate of revocation in duplicate;
(2)
File one of the certificates in the secretary of state’s office;
(3)
Send to the limited liability company by regular mail a certificate of revocation, addressed to the resident agent of the limited liability company in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the address of the resident agent of the limited liability company in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i)
To the limited liability company, domestic or foreign, at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii)
In the case of a limited liability company that has not yet filed an annual report, then to the domestic limited liability company at the principal office in the articles of organization or to the authorized person listed on the articles of organization, or to the foreign limited liability company at the office required to be maintained by the limited liability company in its state of organization, and no further notice shall be required.
(b)
Upon the issuance of the certificate of revocation, the authority of the limited liability company to transact business in this state ceases.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 2001, ch. 26, § 4; P.L. 2001, ch. 268, § 4; P.L. 2007, ch. 97, § 1; P.L. 2007, ch. 108, § 1; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-43. - Withdrawal of certificate of revocation.

§ 7-16-43. Withdrawal of certificate of revocation.
(a)
Within twenty (20) years after issuing a certificate of revocation as provided in § 7-16-42, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited liability company in good standing as if its certificate of organization or certificate of registration had not been revoked except as subsequently provided:
(1)
On the filing by the limited liability company of the documents it had previously failed to file as set forth in subdivisions (3) — (6) of § 7-16-41(a);
(2)
On the payment by the limited liability company of a penalty in the amount of fifty dollars ($50.00) for each year or part of year that has elapsed since the issuance of the certificate of revocation; and
(3)
Upon the filing by the limited liability company of a certificate of good standing from the Rhode Island division of taxation.
(b)
If, as permitted by the provisions of this chapter or chapters 1.2, 6, 12, or 13 of this title, another limited liability company, business or nonprofit corporation, registered limited liability partnership or a limited partnership, or in each case domestic or foreign, authorized and qualified to transact business in this state, bears or has filed a fictitious business name statement as to or reserved or registered a name that is the same as, the name of the limited liability company with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation on the reinstated limited liability company’s amending its articles of organization or certificate of registration so as to designate a name that is not the same as its former name.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 2003, ch. 247, § 3; P.L. 2005, ch. 36, § 9; P.L. 2005, ch. 72, § 9; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1; P.L. 2021, ch. 385, § 3, effective July 13, 2021; P.L. 2021, ch. 386, § 3, effective July 13, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-44. - Appeal from revocation of certificate of organization.

§ 7-16-44. Appeal from revocation of certificate of organization.
(a)
Any limited liability company aggrieved by the action of the secretary of state in revoking its articles of organization may appeal from the revocation to the superior court by filing with the clerk of the court a petition setting forth the action of the secretary of state.
(b)
The matter shall be tried de novo by the superior court, which shall either sustain the action of the secretary of state or direct the secretary of state to take any action that the superior court deems proper.
(c)
Appeals from all final orders and judgments entered by the superior court under this section in review of action of the secretary of state may be taken as in other civil actions.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-45. - Winding up.

§ 7-16-45. Winding up.
(a)
Except as otherwise provided in the articles of organization or operating agreement, the members who have not wrongfully dissolved a limited liability company may wind up the limited liability company’s business and affairs.
(b)
On application by or on behalf of a member, the member’s legal representative or assignee, the superior court may wind up the limited liability company’s business and affairs.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-46. - Distribution of assets.

§ 7-16-46. Distribution of assets.
On the winding up of a limited liability company, the assets shall be distributed as follows:
(1)
To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under § 7-16-28 or § 7-16-29;
(2)
Except as provided in the articles of organization or written operating agreement, to members or former members in satisfaction of liabilities for distributions under § 7-16-28 or § 7-16-29; and
(3)
Except as provided in the articles of organization or a written operating agreement, to members and former members first to return their capital values and second in proportions in which the members share in distributions.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-47. - Articles of dissolution.

§ 7-16-47. Articles of dissolution.
Not later than thirty (30) days following the dissolution and winding up of the limited liability company for any cause other than that set forth in § 7-16-39(1), articles of dissolution shall be filed in the office of the secretary of state and set forth:
(1)
The name of the limited liability company;
(2)
The date of filing of the original articles of organization;
(3)
The date of filing of all amendments to the original articles of organization or the most recent restatement, if any, and all subsequent amendments to the articles of organization;
(4)
The reason for filing the articles of dissolution;
(5)
The effective date, which shall be a date certain, of the dissolution; and
(6)
Any other information or provision, not inconsistent with law, that the members or authorized person signing the articles of dissolution elect to set forth.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-48. - Law governing foreign limited liability companies.

§ 7-16-48. Law governing foreign limited liability companies.
(a)
Subject to the constitution of this state:
(1)
The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its members; and
(2)
A foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this state.
(b)
A foreign limited liability company holding a valid registration in this state has no greater rights and privileges than a domestic limited liability company. The registration shall not be deemed to authorize the foreign limited liability company to exercise any of its powers or conduct any business that a domestic limited liability company is not permitted by law to exercise or conduct in this state.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-49. - Registration of foreign limited liability company.

§ 7-16-49. Registration of foreign limited liability company.
(a)
Before transacting business in this state, a foreign limited liability company shall register with the secretary of state.
(b)
In order to register, a foreign limited liability company shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited liability company, signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization and setting forth:
(1)
The name of the foreign limited liability company and, if different, the name under which it proposes to register and transact business in this state;
(2)
The state or other jurisdiction in which the foreign limited liability company is organized and date of the foreign limited liability company’s organization;
(3)
The name and address of the resident agent required by § 7-16-11;
(4)
A statement that the secretary of state is appointed the agent of the foreign limited liability company for service of process if at any time there is no resident agent or if the resident agent cannot be found or served following the exercise of reasonable diligence;
(5)
The address of any office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction;
(6)
A mailing address for the foreign limited liability company;
(7)
A statement of whether the limited liability company is to be managed by its members or by one or more managers, and if the limited liability company has managers at the time of its application, the name and address of each manager;
(8)
Any additional information that may be necessary or appropriate in order to enable the secretary of state to determine whether the foreign limited liability company is entitled to transact business in this state; and
(9)
A statement indicating whether the company has been duly organized in its state of formation as a low-profit limited liability company.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2011, ch. 67, § 1; P.L. 2011, ch. 79, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-50. - Issuance of registration of foreign limited liability company.

§ 7-16-50. Issuance of registration of foreign limited liability company.
If the secretary of state accepts the application for filing under § 7-16-8, the secretary of state shall issue a certificate of registration to the foreign limited liability company. Upon the issuance of a certificate of registration by the secretary of state, the company is authorized to transact business in this state, subject, however, to the right of this state to suspend or revoke the authority as provided in this chapter.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-16 - The Rhode Island Limited Liability Company Act › Section 7-16-51. - Name registration by foreign limited liability company.

§ 7-16-51. Name registration by foreign limited liability company.
A foreign limited liability company may register with the secretary of state under any name permitted under § 7-16-9, whether or not it is the name under which it is registered in its state or other jurisdiction of organization.
History of Section.
P.L. 1992, ch. 280, § 1.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.