Title 7, Title 7 Associations, and Partnerships

(a) The certificate of incorporation or the bylaws shall establish qualifications and the method of acceptance and termination of members. Upon completion of their probationary period, all regular full-time or part-time employees shall be offered membership in the workers’ cooper…

(a) No capital stock other than membership shares shall be given voting power in a workers’ cooperative, except as otherwise provided in this chapter. (b) Notwithstanding the provisions of §§ 7-1.2-201 and 7-1.2-202 and §§ 7-1.2-901 — 7-1.2-907, the power to amend or repeal bylaw…

(a) The net retained proceeds or losses of a workers’ cooperative shall be apportioned and distributed at such times and in such manner as the certificate of incorporation or bylaws shall specify. Net retained proceeds declared as patronage allocations with respect to a period of…

(a) The bylaws of a workers’ cooperative shall provide for the election, terms, classifications, if any, and removal of directors and officers in accordance with the provisions of this chapter or the provisions of chapter 1.2 of title 7. (b) In the absence of any bylaw provision,…

(a) This chapter shall be known as and may be cited as the “Uniform TOD Security Registration Act”. (b) This chapter shall be liberally construed and applied to promote its underlying purposes and policy and to make uniform the laws with respect to the subject of this chapter amo…

(a) A transfer on death resulting from a registration in beneficiary form pursuant to this chapter is effective by reason of the contract regarding the registration between the owner and the registering entity, is not testamentary, and any security being transferred by it is not …

(a)(1) A registering entity offering to accept registrations in beneficiary form may establish the terms and conditions under which it will receive requests: (i) For registrations in beneficiary form; and (ii) For implementation of registrations in beneficiary form, including req…

This chapter applies to registrations of securities in beneficiary form made on or after the effective date of this act, July 9, 1998.

As used in this chapter, the following words and phrases have the following meanings unless the context otherwise requires: (1) “Beneficiary form” means a registration of a security that indicates the present owner of the security and the intention of the owner regarding the pers…

Only individuals whose registration of a security shows sole ownership by one individual or multiple ownership by two or more with right of survivorship, rather than as tenants in common, may obtain registration in beneficiary form. Multiple owners of a security registered in ben…

A security may be registered in beneficiary form if the form is authorized by this or a similar statute of the state of organization of the issuer or registering entity, the location of the registering entity’s principal office, the office of its transfer agent or its office maki…

A security, whether evidenced by certificate or account, is registered in beneficiary form when the registration includes a designation of a beneficiary to take the ownership at the death of the owner or the deaths of all multiple owners.

Registration in beneficiary form may be shown by the words “transfer on death” or the abbreviation “TOD”, or by the words “pay on death” or the abbreviation “POD”, after the name of the registered owner and before the name of a beneficiary.

The designation of a TOD beneficiary on a registration in beneficiary form has no effect on ownership until the owner’s death. A registration of a security in beneficiary form may be canceled or changed at any time by the sole owner or all then-surviving owners without the consen…

On death of a sole owner or the last to die of all multiple owners, ownership of securities registered in beneficiary form passes to the beneficiary or beneficiaries who survive all owners. On proof of death of all owners and compliance with any applicable requirements of the reg…

(a) A registering entity is not required to offer or to accept a request for security registration in beneficiary form. If a registration in beneficiary form is offered by a registering entity, the owner requesting registration in beneficiary form assents to the protections given…

(a) This chapter shall be known as and may be cited as the “Senior Savings Protection Act.” (b) This chapter shall be liberally construed and applied to promote its underlying purposes and policy and to make uniform the laws with respect to the subject of this chapter among state…

As used in this chapter, the following words and phrases shall have the following meanings unless the context otherwise requires: (1) “Agent” means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of…

If a qualified individual reasonably believes that financial exploitation of a qualified adult has occurred, has been attempted, or is being attempted, the qualified individual shall notify the department of business regulation as well as the office of healthy aging and law enfor…

(a) A qualified individual may refuse a request for disbursement from the account of a qualified adult, or an account on which a qualified adult is a beneficiary or beneficial owner, if: (1) The qualified individual reasonably believes that the requested disbursement will result …

Notwithstanding any other provision of law to the contrary, a broker-dealer, agent, or qualified individual who, in good faith and exercising reasonable care, complies with the provisions of this chapter shall be immune from any civil liability under this chapter.

No later than July 1, 2020, the department of business regulation and the office of healthy aging shall develop and make available websites that include training resources to assist broker-dealers and agents in the prevention and detection of financial exploitation of qualified a…

(a) The law of the jurisdiction of formation of a foreign limited liability partnership governs: (1) The internal affairs of the partnership; and (2) The liability of a partner as partner for a debt, obligation, or other liability of the foreign partnership. (b) A foreign limited…

(a) A foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this article. (b) A foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless …

To register to do business in this state, a foreign limited liability partnership must deliver a foreign registration statement to the secretary of state for filing. The statement must state: (1) The name of the partnership and, if the name does not comply with § 7-12.1-902, an a…

A registered foreign limited liability partnership shall deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in: (1) The name of the partnership; (2) The alternate name adopted pursuant to § 7-12.1-1006(a); (3) The …

(a) Activities of a foreign limited liability partnership which do not constitute doing business in this state under this article include: (1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding; (2) Carrying on any activity concerning its internal…

(a) A foreign limited liability partnership whose name does not comply with § 7-12.1-902 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with § 7-12.1-902. A partnership that registers…

A registered foreign limited liability partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires the delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effectiv…

(a) A registered foreign limited liability partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statemen…

(a) When a registered foreign limited liability partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity …

This chapter shall be known and may be cited as “The Uniform Partnership Act”.

(a) The registration of a foreign limited liability partnership may be revoked by the secretary of state under the conditions prescribed in this section when it is established that: (1) The limited liability partnership procured its certificate of registration through fraud; (2) …

(a) Upon revoking any such certificate of registration of limited liability partnership, 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 partne…

(a) Within two (2) years after issuing a certificate of revocation as provided in § 7-12.1-1011, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited liability partnership in good standing as if its certificate of registration …

(a) A registered foreign limited liability partnership may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must state: (1) The name of the partnership and its jurisdiction of formation; (2) That t…

The attorney general may maintain an action to enjoin a foreign limited liability partnership from doing business in this state in violation of this article of this chapter.

As used in this chapter: (1) “Business” includes every trade, occupation, and profession. (2) “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in § 7-12.1-403 which is provided by a person to a partnership to become a partner or …

(a) A person knows a fact if the person: (1) Has actual knowledge of it; or (2) Is deemed to know it under subsection (d)(1) of this section or law other than this chapter. (b) A person has notice of a fact if the person: (1) Has reason to know the fact from all the facts known t…

The internal affairs of a partnership and the liability of a partner as a partner for a debt, obligation, or other liability of the partnership are governed by: (1) In the case of a limited liability partnership, the law of this state; and (2) In the case of a partnership that is…

(a) Except as otherwise provided in subsections (c) and (d) of this section, the partnership agreement governs: (1) Relations among the partners as partners and between the partners and the partnership; (2) The business of the partnership and the conduct of that business; and (3)…

(a) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement. (b) A person that becomes a partner is deemed to assent to the partnership agreement. (c) Two (2) or more persons intending to be…

(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condit…

(a) A record filed with the secretary of state pursuant to this chapter must be signed as follows: (1) Except as otherwise provided in subsections (a)(2) and (a)(3) of this section, a record signed by a partnership must be signed by a person authorized by the partnership. (2) A r…

(a) If a record filed with the secretary of state under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record, or cause…

(a) This chapter governs only: (1) A partnership formed on or after January 1, 2023; and (2) Except as otherwise provided in subsection (c) of this section, a partnership formed before January 1, 2023, which elects, in the manner provided in its partnership agreement or by law fo…