Rhode Island General Laws|CHAPTER 7-16 The Rhode Island Limited-Liability Company Act

§ 7-16-1. Short title.

§ 7-16-2. Definitions.

§ 7-16-3. Purpose and duration.

§ 7-16-3.1. Professional services.

§ 7-16-3.2. Liability in rendering professional services.

§ 7-16-3.3. Insurance or financial responsibility of limited-liability company.

§ 7-16-4. Powers.

§ 7-16-5. Formation.

§ 7-16-5.1. Conversion of certain entities to a limited-liability company.

§ 7-16-5.2. Approval of conversion of a limited-liability company.

§§ 7-16-5.3, 7-16-5.4. [Repealed.]

§ 7-16-6. Articles of organization.

§ 7-16-7. Execution of articles.

§ 7-16-8. Filing.

§ 7-16-9. Name — Fictitious business names.

§ 7-16-10. Reservation of name — Transfer of reserved name.

§ 7-16-11. Resident agent.

§ 7-16-12. Amendment and restatement of articles of organization. [Effective until January 1, 2022.]

§ 7-16-12. Amendment and restatement of articles of organization. [Effective January 1, 2022.]

§ 7-16-13. Certificates of correction.

§ 7-16-14. Management by members.

§ 7-16-15. Managers.

§ 7-16-16. Election and removal of managers.

§ 7-16-17. Duties of managers.

§ 7-16-18. Limitation of liability of managers.

§ 7-16-19. Action by managers.

§ 7-16-20. Agency power of managers.

§ 7-16-21. Voting rights of members.

§ 7-16-22. Records and information.

§ 7-16-23. Liability of members and managers.

§ 7-16-24. Contributions to capital.

§ 7-16-25. Liability for contribution.

§ 7-16-26. Sharing of profits and losses.

§ 7-16-27. Sharing of distributions.

§ 7-16-28. Interim distributions.

§ 7-16-29. Distributions upon withdrawal.

§ 7-16-30. Distribution in kind.

§ 7-16-31. Restrictions on making distributions.

§ 7-16-32. Liability upon wrongful distribution.

§ 7-16-33. Right to distribution.

§ 7-16-34. Nature of membership interest.

§ 7-16-35. Assignment of membership interest.

§ 7-16-36. Right of assignee to become a member.

§ 7-16-37. Rights of judgment creditor.

§ 7-16-38. Powers of estate of a member.

§ 7-16-39. Dissolution.

§ 7-16-40. Judicial dissolution.

§ 7-16-41. Revocation of certificate of organization or certificate of registration.

§ 7-16-42. Issuance of certificates of revocation.

§ 7-16-43. Withdrawal of certificate of revocation.

§ 7-16-44. Appeal from revocation of certificate of organization.

§ 7-16-45. Winding up.

§ 7-16-46. Distribution of assets.

§ 7-16-47. Articles of dissolution.

§ 7-16-48. Law governing foreign limited-liability companies.

§ 7-16-49. Registration of foreign limited-liability company.

§ 7-16-50. Issuance of registration of foreign limited-liability company.

§ 7-16-50.1. Service of process on foreign limited-liability company.

§ 7-16-51. Name registration by foreign limited-liability company.

§ 7-16-52. Amendments to registration of foreign limited-liability company.

§ 7-16-52.1. Foreign application for transfer of authority.

§ 7-16-53. Cancellation of registration of foreign limited-liability company.

§ 7-16-54. Transaction of business by foreign limited-liability company without registration.

§ 7-16-55. Action to restrain foreign limited-liability company.

§ 7-16-56. Right of member to bring derivative action.

§ 7-16-57. Pleading in derivative action.

§ 7-16-58. Expenses in derivative action.

§ 7-16-59. Merger or consolidation.

§ 7-16-60. Plan of merger or consolidation.

§ 7-16-61. Approval of merger or consolidation.

§ 7-16-62. Articles of merger or consolidation.

§ 7-16-63. Effects of merger or consolidation.

§ 7-16-64. Merger or consolidation with foreign entity.

§ 7-16-65. Filing, service, and copying fees.

§ 7-16-66. Annual report of domestic and foreign limited-liability companies. [Effective until January 1, 2022.]

§ 7-16-66. Annual report of domestic and foreign limited-liability companies. [Effective January 1, 2022.]

§ 7-16-67. Filing of returns with the tax administrator — Annual charge.

§ 7-16-67.1. Revocation of articles or authority to transact business for nonpayment of fee.

§ 7-16-68. Limited-liability company property.

§ 7-16-69. Certificates and certified copies to be received in evidence.

§ 7-16-70. Parties to actions.

§ 7-16-71. Unauthorized assumption of powers.

§ 7-16-72. Severability.

§ 7-16-73. Construction with other laws.

§ 7-16-74. Forms to be furnished by secretary of state.

§ 7-16-75. Reservation of power.

§ 7-16-76. Low-profit limited-liability company.