R.I. Gen. Laws tit. 7, ch. 16 – The Rhode Island Limited Liability Company Act | Midpage

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Rhode Island General Laws

Chapter 7-16

R.I. Gen. Laws tit. 7, ch. 16

The Rhode Island Limited Liability Company Act

7-16-1Short title 7-16-2Definitions 7-16-3Purpose and duration 7-16-3.1Professional services 7-16-3.2Liability in rendering professional services 7-16-3.3Insurance or financial responsibility of limited liability company 7-16-4Powers 7-16-5Formation 7-16-5.1Conversion of certain entities to a limited liability company 7-16-5.2Approval of conversion of a limited liability company 7-16-6Articles of organization 7-16-7Execution of articles 7-16-8Filing 7-16-9Name — Fictitious business names 7-16-10Reservation of name — Transfer of reserved name 7-16-11Resident agent 7-16-12Amendment and restatement of articles of organization 7-16-13Certificates of correction 7-16-14Management by members 7-16-15Managers 7-16-16Election and removal of managers 7-16-17Duties of managers 7-16-18Limitation of liability of managers 7-16-19Action by managers 7-16-20Agency power of managers 7-16-21Voting rights of members 7-16-22Records and information 7-16-23Liability of members and managers 7-16-24Contributions to capital 7-16-25Liability for contribution 7-16-26Sharing of profits and losses 7-16-27Sharing of distributions 7-16-28Interim distributions 7-16-29Distributions upon withdrawal 7-16-30Distribution in kind 7-16-31Restrictions on making distributions 7-16-32Liability upon wrongful distribution 7-16-33Right to distribution 7-16-34Nature of membership interest 7-16-35Assignment of membership interest 7-16-36Right of assignee to become a member 7-16-37Rights of judgment creditor 7-16-38Powers of estate of a member 7-16-39Dissolution 7-16-40Judicial dissolution 7-16-41Revocation of certificate of organization or certificate of registration 7-16-42Issuance of certificates of revocation 7-16-43Withdrawal of certificate of revocation 7-16-44Appeal from revocation of certificate of organization 7-16-45Winding up 7-16-46Distribution of assets 7-16-47Articles of dissolution 7-16-48Law governing foreign limited liability companies 7-16-49Registration of foreign limited liability company 7-16-50Issuance of registration of foreign limited liability company 7-16-50.1Service of process on foreign limited liability company 7-16-51Name registration by foreign limited liability company 7-16-52Amendments to registration of foreign limited liability company 7-16-52.1Foreign application for transfer of authority 7-16-53Cancellation of registration of foreign limited liability company 7-16-54Transaction of business by foreign limited liability company without registration 7-16-55Action to restrain foreign limited liability company 7-16-56Right of member to bring derivative action 7-16-57Pleading in derivative action 7-16-58Expenses in derivative action 7-16-59Merger or consolidation 7-16-60Plan of merger or consolidation 7-16-61Approval of merger or consolidation 7-16-62Articles of merger or consolidation 7-16-63Effects of merger or consolidation 7-16-64Merger or consolidation with foreign entity 7-16-65Filing, service, and copying fees 7-16-66Annual report of domestic and foreign limited liability companies 7-16-67Filing of returns with the tax administrator — Annual charge 7-16-67.1Revocation of articles or authority to transact business for nonpayment of fee 7-16-68Limited liability company property 7-16-69Certificates and certified copies to be received in evidence 7-16-70Parties to actions 7-16-71Unauthorized assumption of powers 7-16-72Severability 7-16-73Construction with other laws 7-16-74Forms to be furnished by secretary of state 7-16-75Reservation of power 7-16-76Low-profit limited liability company 7-16-77Confirmation of state fees and taxes