Title 7, Title 7 Associations, and Partnerships

(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 …

(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 c…

(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. (…

(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…

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 distribu…

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 lim…

(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 m…

(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 …

(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 certifica…

(a) As used in this section, the term “other entity” means a corporation, a business trust, or association, a real estate investment trust, a common-law trust, a sole proprietorship or any other unincorporated business, or entity including a partnership, whether general or limite…

(a) A domestic limited liability company may convert to a corporation, a business trust, or association, a real estate investment trust, a common law trust, a sole proprietorship, or any other unincorporated business or entity including a partnership (whether general or limited, …

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 aut…

(a) The resident agent appointed by a foreign limited liability company authorized to transact business in this state is an agent of the limited liability company upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served…

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.

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 compan…

(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 fo…

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 liabili…

(a) A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state. (b) The failure of a foreign limited liability company to register in this state does not …

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…

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…

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…

(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 …

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 c…

(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 ma…

(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 compan…

(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 pl…

(a) After a plan of merger or consolidation is approved by all domestic constituent entities as provided in § 7-16-61, the surviving entity or the new entity shall deliver in duplicate to the secretary of state for filing articles of merger or consolidation duly executed by each …

Following the consummation of a merger or consolidation in which the surviving entity or the new entity is to be governed by the laws of this state: (1) The constituent entities party to the plan of merger or consolidation shall be a single entity, which, in the case of a merger …

(a) Any merger or consolidation that includes a foreign limited liability company, foreign corporation or foreign limited partnership as a constituent entity is subject to the additional requirements that the merger or consolidation is permitted by the law of the state or jurisdi…

The secretary of state shall charge and collect: (1) For filing the original articles of organization, a fee of one hundred fifty dollars ($150); (2) For amending, restating, or amending and restating the articles of organization, a fee of fifty dollars ($50.00); (3) For filing a…

(a) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this state, shall file, between the first day of February and the first day of May in each year following the calendar year in which its original articles of …

(a) A return, in the form and containing the information as the tax administrator may prescribe, shall be filed with the tax administrator by the limited liability company: (1) In case the fiscal year of the limited liability company is the calendar year, on or before the fifteen…

(a) The tax administrator may, after July 15 of each year, compile a list of all limited liability companies that have failed to pay the fee defined in § 7-16-67 for one year after the fee became due and payable, and the failure is not the subject of a pending appeal. The tax adm…

Real and personal property owned, purchased, or leased by a limited liability company shall be held, owned, and conveyed in the limited liability company name. Instruments and documents providing for the acquisition, mortgage or disposition of property of the limited liability co…

All certificates issued by the secretary of state in accordance with the provisions of this chapter, and all copies of documents filed in the secretary of state’s office in accordance with the provisions of this chapter when certified by the secretary of state, shall be taken and…

(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 …

A member of a limited iability company is not a proper party to proceedings by or against a limited iability company, except for an action brought under § 7-16-56 and except where the object is to enforce a member’s right against or liability to the limited iability company.

All persons who assume to act as a limited lability company without authority to do so are jointly and severally liable for all debts and liabilities.

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 that can be given effect without the invalid provision or application. To this end, the provisions of…

(a) Unless the provisions of this chapter or the context indicate otherwise, each reference in the general laws to a “person” is deemed to include a limited liability company, and each reference to a “corporation”, except for references in the Rhode Island Business and Nonprofit …

All documents required by this chapter to be filed in the office of the secretary of state shall be made on forms that shall be prescribed by the secretary of state. Forms for all documents to be filed in the office of the secretary of state may be furnished by the secretary of s…

The general assembly shall at all times have power to prescribe any regulations, provisions and limitations that it deems advisable, which regulations, provisions and limitations are binding on any limited liability companies subject to the provisions of this chapter, and the gen…

(a) A low-profit limited liability company shall at all times significantly further the accomplishment of one or more charitable or educational purposes within the meaning of § 170(c)(2)(B) of the Internal Revenue Code of 1986, 26 U.S.C. § 170(c)(2)(B), or its successor, and woul…

(a) Notwithstanding any other provisions of the general laws, when any section of this chapter refers to state fees and/or taxes paid as required by § 7-16-67, the division of taxation is authorized to respond and share tax information with the secretary of state’s office in resp…

(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,…

(a) The name of each limited liability company as set forth in its articles of organization: (1) Shall end with either the words “limited liability company” or the upper or lower case letters “l.l.c.” with or without punctuation, or, if organized as a low-profit, limited liabilit…