R.I. Gen. Laws § 7-16-1 Short title.
7-16-1. Short title.
This chapter shall be known and may be cited as the “Rhode Island Limited Liability
Company Act”.
P.L. 1992, ch. 280, § 1.
The Rhode Island Limited Liability Company Act
R.I. Gen. Laws tit. 7, ch. 7-16
in effectR.I. Gen. Laws § 7-16-2 Definitions.
7-16-2. Definitions.
As used in this chapter, unless the context otherwise requires:
(1) “Articles of organization” means documents filed under § 7-16-5 for the purpose of forming a limited liability company.
(2) “Authorized person” means a person, whether or not a member, who or that is authorized
by the articles of organization, by an operating agreement, or otherwise, to act on
behalf of a limited liability company or foreign limited liability company as an officer,
manager or otherwise.
(3) “Bankruptcy” means a proceeding under the United States Bankruptcy Code or under state
insolvency or receivership law.
(4) “Business” means any trade, occupation or other commercial activity engaged in for
gain, profit or livelihood for which a corporation can be organized under chapter
1.2 of this title.
(5) “Capital contribution” means any cash, property, services rendered, or a promissory
note or other binding obligation to contribute cash or property or to perform services
that a member contributes to a limited liability company in his or her capacity as
a member.
(6) “Capital value” means the fair market value in each case as of the date contributed
of a member’s capital contributions, including a contribution of services previously
performed or a contribution of a binding obligation to perform services, reduced by
distributions made to the member.
(7) “Constituent entity” means each limited liability company, limited partnership or
corporation that is a party to a plan of merger or consolidation.
(8) “Corporation” means a business corporation formed under chapter 1.2 of this title
or a foreign corporation.
(9) “Court” includes every court and judge having jurisdiction in the case.
(10) “Delivering/Delivered” means either physically transferring a paper document to the
secretary of state or transferring a document to the secretary of state by electronic
transmission through a medium provided and authorized by the secretary of state.
(11) “Electronic transmission” means any form of communication, not directly involving
the physical transmission of paper, that creates a record that may be retained, retrieved,
and reviewed by a recipient thereof, and that may be directly reproduced in paper
form by such a recipient through an automated process.
(12) “Filing” means delivered to the secretary of state in either paper format or electronic
transmission through a medium provided and authorized by the secretary of state.
(13) “Foreign corporation” means a business corporation formed under the laws of any state
other than this state or any foreign country.
(14) “Foreign limited liability company” means a limited liability company formed under
the laws of any state other than this state or any foreign country.
(15) “Foreign limited partnership” means a limited partnership formed under the laws of
any state other than this state or any foreign country.
(16) “Limited liability company” or “domestic limited liability company” means an entity
that is organized and existing under the laws of this state pursuant to this chapter.
(17) “Limited partnership” means a limited partnership formed under the laws of this state
or a foreign limited partnership.
(18) “L3C” or “low-profit limited liability company” means a limited liability company
that is organized and existing under the laws of this state under this chapter and
that satisfies the requirements of § 7-16-76.
(19) “Manager” or “Managers” means a person or persons designated by the members of a limited
liability company to manage the limited liability company.
(20) “Member” means a person with an ownership interest in a limited liability company
with the rights and obligations specified under this chapter.
(21) “Membership interest”, “ownership interest” or “interest” means a member’s rights
in the limited liability company, collectively, including the member’s share of the
profits and losses of the limited liability company, the right to receive distributions
of the limited liability company’s assets, and any right to vote or participate in
management of the limited liability company.
(22) “New entity” means the entity into which constituent entities consolidate, as identified
in the articles of consolidation provided for in § 7-16-62.
(23) “Operating agreement” means any agreement, written or oral, of the members as to the
affairs of a limited liability company and the conduct of its business. An operating
agreement also includes a document adopted by the sole member of a limited liability
company that has only one member and may include as a party one or more managers who
are not members.
(24) “Person” means a natural person, partnership, limited partnership, domestic or foreign
limited liability company, trust, estate, corporation, non-business corporation or
other association.
(25) “Signature” or “Signed” or “Executed” means an original signature, facsimile, or an
electronically transmitted signature submitted through a medium provided and authorized
by the secretary of state.
(26) “State” means a state, territory or possession of the United States, or the District
of Columbia.
(27) “Surviving entity” means the constituent entity surviving a merger, as identified
in the articles of merger provided for in § 7-16-62.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2005, ch. 36, § 9; P.L. 2005,
ch. 72, § 9; P.L. 2008, ch. 57, § 5; P.L. 2008, ch. 123, § 5; P.L. 2011, ch. 67, §
1; P.L. 2011, ch. 79, § 1.
R.I. Gen. Laws § 7-16-3 Purpose and duration.
7-16-3. Purpose and duration.
Every limited liability company organized under this chapter has the purpose of engaging
in any lawful business, and has perpetual existence until dissolved as terminated
in accordance with this chapter, unless a more limited purpose or duration is set
forth in the articles of organization.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2002, ch. 205, § 2.
R.I. Gen. Laws § 7-16-3.1 Professional services.
7-16-3.1. Professional services.
A limited liability company may render professional services, as defined in § 7-5.1-2, as and to the extent permitted under law or rules and regulations of the applicable
regulatory agency or agencies, as defined in § 7-5.1-2. Each regulatory agency as so defined is authorized to adopt, subject to applicable
law, rules and regulations regarding a domestic and foreign limited liability company
rendering professional services. The rules and regulations shall not be inconsistent
with law or rules or regulations regarding the rendering of professional services
through a professional corporation.
P.L. 2002, ch. 205, § 3.
R.I. Gen. Laws § 7-16-3.2 Liability in rendering professional services.
7-16-3.2. Liability in rendering professional services.
(a) The liability of an individual authorized to practice a profession for his or her
own negligence, wrongful acts or misconduct, or that of any person under his or her
direct supervision and control, other than in an administrative capacity, shall not
be affected by the individual’s providing professional services in this state as a
member or agent of a domestic or foreign limited liability company.
(b) An individual authorized to practice a profession and who is a member of a domestic
or foreign limited liability company rendering professional services in this state
is not liable solely by reason of being a member for any negligence, wrongful acts
or misconduct of another member or agent of the limited liability company. A domestic
or foreign limited liability company rendering professional services in the state
is liable for the negligence, wrongful acts or misconduct of its members and agents
providing professional services through the limited liability company within the scope
of their authority or apparent authority to act for the limited liability company.
(c) Notwithstanding any other provisions of this section, the personal liability of a
member in a limited liability company engaged in the rendering of professional services
shall not be less than or greater than the personal liability of a shareholder of
a professional corporation organized under chapter 5.1 of this title engaged in the
rendering of the same professional services.
P.L. 2002, ch. 205, § 3.
R.I. Gen. Laws § 7-16-3.3 Insurance or financial responsibility of limited liability company.
7-16-3.3. Insurance or financial responsibility of limited liability company.
(a) A limited liability company that is to perform professional services, as defined in
§ 7-5.1-2, shall carry, if reasonably available, liability insurance of a kind that is designed
to cover the kinds of negligence, wrongful acts or misconduct for which liability
is limited by § 7-16-3.2. The insurance shall be in the aggregate amount of fifty thousand dollars ($50,000)
multiplied by the number of professional employees of the limited liability company
as of the policy anniversary date; provided, however, that in no case shall the coverage
be less than one hundred thousand dollars ($100,000) but in no event shall the necessary
coverage exceed a maximum of five hundred thousand dollars ($500,000); provided further,
however, that any policy for insurance coverage may include a deductible provision
in any amount not to exceed twenty-five thousand dollars ($25,000) for each claim
multiplied by the number of professional employees of the limited liability company
as of the date of the issuance of the policy. The policy or policies of insurance
may be subject to any terms, conditions, exclusions and endorsements that are typically
contained in policies of this type.
(b) If, in any proceeding, compliance by a limited liability company with the requirements
of subsection (a) of this section is disputed:
(1) That issue shall be determined by the court; and
(2) The burden of proof of compliance shall be on the person who claims the limitation
of liability in § 7-16-3.2.
(c) If a limited liability company is in compliance with the requirements of subsection
(a) of this section, the requirements of this section shall not be admissible or in
any way be made known to a jury in determining an issue of liability for or extent
of the debt or obligation or damages in question.
(d) Insurance is reasonably available for the purpose of subsection (a) of this section
if, at the time that the coverage would apply to the negligence, wrongful acts or
misconduct in question, it was reasonably available to similar types of limited liability
companies through the admitted or eligible surplus lines market.
(e) A limited liability company is considered to be in compliance with subsection (a)
of this section if the limited liability company provides five hundred thousand dollars
($500,000) of funds specifically designated and segregated for the satisfaction of
judgments against the limited liability company based on the forms of negligence,
wrongful acts and misconduct for which liability is limited by § 7-16-3.2 by:
(1) Deposit in trust or in bank escrow of cash, bank certificate of deposit or United
States Treasury obligations; or
(2) A bank letter of credit or insurance company bonds.
(f) To the extent that a limited liability company maintains liability insurance or segregated
funds pursuant to the laws or regulations of another jurisdiction, the liability insurance
or segregated funds shall be deemed to satisfy this section if the amount of them
is equal to or greater than the amount specified in subsection (a) or subsection (e)
of this section.
P.L. 2002, ch. 205, § 3.
R.I. Gen. Laws § 7-16-4 Powers.
7-16-4. Powers.
Each limited liability company has the power:
(1) To sue, be sued, complain and defend in its name in all courts;
(2) To transact its business, carry on its operations and have and exercise the powers
granted by this chapter in any state and in any foreign country;
(3) To make contracts and guarantees, incur liabilities and borrow money, although not
in furtherance of the limited liability company’s purposes;
(4) To sell, lease, exchange, transfer, convey, mortgage, pledge and otherwise dispose
of all or any part of its property and assets although not in furtherance of the limited
liability company’s purposes;
(5) To acquire by purchase or in any other manner, take, receive, own, hold, improve,
use and otherwise deal in and with any interest in real or personal property, wherever
situated;
(6) To issue notes, bonds and other obligations and secure any of them by mortgage or
deed of trust or security interest of any or all of its assets;
(7) To purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use,
employ, sell, mortgage, lend, pledge or otherwise dispose of and otherwise use and
deal in and with stock or other interests in and obligations of corporations, associations,
general or limited partnerships, domestic or foreign limited liability companies,
business trusts, and individuals or direct or indirect obligations of the United States
or of any other government, state, territory, governmental district or municipality
or of any of their instrumentalities;
(8) To invest its surplus funds, lend money from time to time in any manner that is appropriate
to enable it to carry on the operations or fulfill the purposes set forth in its articles
of organization and take and hold real property and personal property as security
for the payment of the funds loaned or invested;
(9) To elect or appoint agents and define their duties and fix their compensation;
(10) To be a promoter, stockholder, partner, member, associate or agent of any corporation,
general or limited partnership, domestic or foreign limited liability company, joint
venture, trust or other enterprise;
(11) To indemnify and advance expenses to any member, manager, agent or employee, past
or present, to the same extent as a corporation formed under chapter 1.2 of this title
may indemnify any of its directors, officers, employees or agents and subject to the
standards and restrictions, if any, set forth in the articles of organization or operating
agreement, and to purchase and maintain insurance on behalf of any member, manager,
agent or employee against any liability asserted against him and incurred by the member,
manager, agent or employee in that capacity or arising out of the member’s, manager’s,
agent’s or employee’s status, whether or not the limited liability company would have
the power to indemnify under the provisions of this section, the articles of organization
or operating agreement;
(12) To make and alter operating agreements, not inconsistent with its articles of organization
or with the laws of this state, for the administration and regulation of the business
and affairs of the limited liability company;
(13) To lend money and to use its credit to assist its employees;
(14) To make donations for the public welfare or for charitable, scientific or educational
purposes;
(15) To pay pensions and establish pension plans, pension trusts, profit sharing plans
and other incentive and benefit plans for any or all of its agents and employees;
(16) To provide insurance for its benefit on the life of any of its agents or employees
or on the life of any individual member for the purpose of acquiring at the member’s
death the membership interest owned by the member;
(17) To cease its activities and dissolve; and
(18) To do every other act not inconsistent with law that is appropriate to promote and
to attain its purposes.
P.L. 1992, ch. 280, § 1; P.L. 2005, ch. 36, § 9; P.L. 2005, ch. 72, § 9.
R.I. Gen. Laws § 7-16-5 Formation.
7-16-5. Formation.
(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 certificate of organization, the limited liability company is formed under the
name and subject to the conditions and provisions stated in its articles of organization.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2008, ch. 57, § 5; P.L. 2008,
ch. 123, § 5.
R.I. Gen. Laws § 7-16-5.1 Conversion of certain entities to a limited liability company.
7-16-5.1. Conversion of certain entities to a limited liability company.
(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 limited, (including a registered limited liability partnership) or a foreign limited
liability company.
(b) Any other entity may convert to a domestic limited liability company by complying
with subsection (h) of this section and filing in the office of the secretary of state
in accordance with § 7-16-8 articles of organization that comply with § 7-16-6 and have been executed by one or more authorized persons in accordance with § 7-16-7, accompanied by a certificate of conversion to a limited liability company duly executed
by one or more persons authorized to act on behalf of the other entity and one or
more persons authorized to sign a certificate of conversion on behalf of the limited
liability company.
(c) The certificate of conversion to limited liability company shall state:
(1) The date on which and jurisdiction where the other entity was first created, formed,
or otherwise came into being and, if it has changed, its jurisdiction immediately
prior to its conversion to a domestic limited liability company;
(2) The name of the other entity immediately prior to the filing of the certificate of
conversion to limited liability company;
(3) The name of the limited liability company as set forth in its articles of organization
filed in accordance with subsection (b) of this section; and
(4) The future effective date or time (which is a date or time certain) of the conversion
to a limited liability company if it is not to be effective upon the filing of the
certificate of conversion to limited liability company and the articles of organization.
(d) Upon the filing in the office of the secretary of state of the certificate of conversion
to limited liability company and the articles of organization or upon the future effective
date or time of the certificate of conversion to a limited liability company and the
articles of organization, the other entity shall be converted into a domestic limited
liability company and the limited liability company shall thereafter be subject to
all of the provisions of this chapter, except that, notwithstanding § 7-16-5, the existence of the limited liability company shall be deemed to have commenced
on the date the other entity commenced its existence in the jurisdiction in which
the other entity was first created, formed, or otherwise came into being.
(e) The conversion of any other entity into a domestic limited liability company shall
not be deemed to affect any obligations or liabilities of the other entity incurred
prior to its conversion to a domestic limited liability company or the personal liability
of any person incurred prior to the conversion.
(f) When any conversion shall have become effective under this section, for all purposes
of the laws of the state of Rhode Island, all of the rights, privileges, and powers
of the other entity that has converted, and all property, real, personal, and mixed,
and all debts due to such other entity, as well as all other things and causes of
action belonging to the other entity, shall be vested in the domestic limited liability
company and shall thereafter be the property of the domestic limited liability company
as they were of the other entity that has converted, and the title to any real property
vested by deed or otherwise in the other entity shall not revert or be in any way
impaired by reason of this chapter, but all rights of creditors and all liens upon
any property of such other entity shall be preserved unimpaired, and all debts, liabilities,
and duties of the other entity that has converted shall thenceforth attach to the
domestic limited liability company and may be enforced against it to the same extent
as if those debts, liabilities, and duties had been incurred or contracted by it.
(g) Unless otherwise agreed, or as required under applicable non-Rhode Island law, the
converting other entity shall not be required to wind up its affairs or pay its liabilities
and distribute its assets, and the conversion shall not be deemed to constitute a
dissolution of the other entity and shall constitute a continuation of the existence
of the converting other entity in the form of a domestic limited liability company.
(h) Prior to filing a certificate of conversion to limited liability company with the
office of the secretary of state, the conversion shall be approved in the manner provided
for by the document, instrument, agreement, or other writing, as the case may be,
governing the internal affairs of the other entity and the conduct of its business
or by applicable law, as appropriate, and a limited liability company agreement shall
be approved by the same authorization required to approve the conversion.
(i) In connection with a conversion hereunder, rights or securities of or interests in
the other entity that is to be converted to a domestic limited liability company may
be exchanged for or converted into cash, property, or rights or securities of or interests
in such domestic limited liability company or, in addition to or in lieu thereof,
may be exchanged for or converted into cash, property, or rights or securities of
or interests in another domestic limited liability company or other entity or may
be cancelled.
(j) The provisions of this section shall not be construed to limit the accomplishment
of a change in the law governing, or the domicile of, an other entity to the state
of Rhode Island by any other means provided for in a limited liability company agreement
or other agreement or as otherwise permitted by law, including by the amendment of
a limited liability company agreement or other agreement.
P.L. 1999, ch. 233, § 1; P.L. 2006, ch. 163, § 2; P.L. 2006, ch. 188, § 2; P.L. 2007,
ch. 94, § 4; P.L. 2007, ch. 112, § 4; P.L. 2018, ch. 346, § 15.
R.I. Gen. Laws § 7-16-5.2 Approval of conversion of a limited liability company.
7-16-5.2. Approval of conversion of a limited liability company.
(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, including a registered limited liability partnership), or a foreign limited
liability company upon the authorization of the conversion in accordance with this
section.
(b) If the limited liability company agreement specified the manner of authorizing a conversion
of the limited liability company, the conversion shall be authorized as specified
in the limited liability company agreement. If the limited liability company agreement
does not specify the manner of authorizing a conversion of the limited liability company
and does not prohibit a conversion of the limited liability company, the conversion
shall be authorized in the same manner as is specified in the limited liability company
agreement for authorizing a merger or consolidation that involves the limited liability
company as a constituent party to the merger or consolidation. If the limited liability
company agreement does not specify the manner of authorizing a conversion of the limited
liability company or a merger or consolidation that involves the limited liability
company as a constituent party and does not prohibit a conversion of the limited liability
company, the conversion shall be authorized by the approval by the members or, if
there is more than one class or group of members, then by each class or group of members,
in either case, by members who own more than fifty percent (50%) of the then-current
percentage or other interest in the profits of the domestic limited liability company
owned by all of the members or by the members in each class or group, as appropriate.
(c) Unless otherwise agreed, the conversion of a domestic limited liability company to
another entity or business form pursuant to this section shall not require the limited
liability company to wind up its affairs under § 7-16-45 or pay its liabilities and distribute its assets under § 7-16-46, and the conversion shall not constitute a dissolution of the limited liability company.
When a limited liability company has converted to another entity or business form
pursuant to this section, for all purposes of the laws of the state of Rhode Island,
the other entity or business form shall be deemed to be the same entity as the converting
limited liability company and conversion shall constitute a continuation of the existence
of the limited liability company in the form of such other entity or business form.
(d) In connection with a conversion of a domestic limited liability company to another
entity or business form pursuant to this section, rights or securities of or interests
in the domestic limited liability company that is to be converted may be exchanged
for or converted into cash, property, rights, or securities of or interests in the
entity or business form into which the domestic limited liability company is being
converted or, in addition to or in lieu thereof, may be exchanged for or converted
into cash, property, rights, or securities of or interests in another entity or business
form or may be cancelled.
(e) If a limited liability company shall convert in accordance with this section to another
entity or business form organized, formed, or created under the laws of a jurisdiction
other than the state of Rhode Island or to a Rhode Island unincorporated “other entity”,
a certificate of conversion to non-Rhode Island entity shall be filed in the office
of the secretary of state. The certificate of conversion to non-Rhode Island entity
shall state:
(1) The name of the limited liability company and, if it has been changed, the name under
which its certificate of formation was originally filed;
(2) The date of filing of its original certificate of formation with the secretary of
state;
(3) The jurisdiction in which the entity or business form, to which the limited liability
company shall be converted, is organized, formed, or created, and the name and type
of such entity or business form;
(4) The future effective date or time (which shall be a date or time certain) of the conversion
if it is not to be effective upon the filing of the certificate of conversion to non-Rhode
Island entity;
(5) That the conversion has been approved in accordance with this section;
(6) The agreement of the limited liability company that it may be served with process
in the state of Rhode Island in any action, suit, or proceeding for enforcement of
any obligation of the limited liability company arising while it was a limited liability
company of the state of Rhode Island, and that it irrevocably appoints the secretary
of state as its agent to accept service of process in any such action, suit, or proceeding.
(f) Upon the filing in the office of the secretary of state of the certificate of conversion
to non-Rhode Island entity or upon the future effective date or time of the certificate
of conversion to non-Rhode Island entity and upon payment of all fees due by the limited
liability company, the secretary of state shall certify that the limited liability
company has filed all documents and paid all fees required by this chapter, and thereupon
the limited liability company shall cease to exist as a limited liability company
of the state of Rhode Island. Such certificate of the secretary of state shall be
prima facie evidence of the conversion by the limited liability company out of the
state of Rhode Island.
(g) The conversion of a limited liability company out of the state of Rhode Island in
accordance with this section and the resulting cessation of its existence as a limited
liability company of the state of Rhode Island pursuant to a certificate of conversion
to non-Rhode Island entity shall not be deemed to affect any obligations or liabilities
of the limited liability company incurred prior to such conversion or the personal
liability of any person incurred prior to such conversion, nor shall it be deemed
to affect the choice of laws applicable to the limited liability company with respect
to matters arising prior to such conversion.
(h) When a limited liability company has been converted to another entity or business
form pursuant to this section, the other entity or business form shall, for all purposes
of the laws of the state of Rhode Island, be deemed to be the same entity as the limited
liability company. When any conversion shall have become effective under this section,
for all purposes of the laws of the state of Rhode Island, all of the rights, privileges,
and powers of the limited liability company that has converted, and all property,
real, personal, and mixed, and all such debts due to the limited liability company,
as well as all other things and causes of action belonging to the limited liability
company, shall remain vested in the other entity or business form to which the limited
liability company has converted and shall be the property of the other entity or business
form, and the title to any real property vested by deed or otherwise in the limited
liability company shall not revert to the limited liability company or be in any way
impaired by reason of this chapter; but all rights of creditors and all liens upon
any property of the limited liability company shall be preserved unimpaired, and all
debts, liabilities, and duties of the limited liability company that has converted
shall remain attached to the other entity or business form to which the limited liability
company has converted, and may be enforced against it to the same extent as if said
debts, liabilities, and duties had originally been incurred or contracted by it in
its capacity as the other entity or business form. The rights, privileges, powers,
and interests in property of the limited liability company that has converted, as
well as the debts, liabilities, and duties of the limited liability company, shall
not be deemed, as a consequence of the conversion, to have been transferred to the
other entity or business form to which the limited liability company has converted
for any purpose of the laws of the state of Rhode Island.
P.L. 1999, ch. 233, § 1; P.L. 2007, ch. 94, § 4; P.L. 2007, ch. 112, § 4; P.L. 2015,
ch. 80, § 3; P.L. 2015, ch. 88, § 3; P.L. 2017, ch. 371, § 2; P.L. 2017, ch. 376,
§ 2; P.L. 2018, ch. 346, § 15.
R.I. Gen. Laws § 7-16-6 Articles of organization.
7-16-6. Articles of organization.
(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 made, the limited liability company is intended to
be:
(i) Treated as a partnership,
(ii) As a corporation, or
(iii) Disregarded as an entity separate from its member for purposes of federal income taxation;
(4) The address of the principal office of the limited liability company if it is determined
at the time of organization;
(5) Any other provision, not inconsistent with law, that the members elect to set out
in the articles, including, but not limited to, any limitation of the purposes or
duration for which the limited liability company is formed, and any other provision
that may be included in an operating agreement;
(6) 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 formation, the name and address of each manager;
(7) The name and address of the person authorized to sign and who does sign the articles
of organization.
(b) It is not necessary to set out in the articles of organization any of the powers enumerated
in this chapter.
P.L. 1992, ch. 280, § 1; P.L. 1993, ch. 171, § 1; P.L. 1993, ch. 240, § 1; P.L. 1997,
ch. 188, § 5; P.L. 2007, ch. 97, § 1; P.L. 2007, ch. 108, § 1.
R.I. Gen. Laws § 7-16-7 Execution of articles.
7-16-7. Execution of articles.
(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 the persons forming
the limited liability company; and
(2) Articles of amendment, restated articles of organization, articles of merger or consolidation
and articles of dissolution must be signed by an authorized person.
(b) An attorney-in-fact may sign for any authorized person. Powers of attorney need not
be sworn to, verified or acknowledged, and need not be filed with the secretary of
state.
(c) The execution of any articles under this chapter constitutes an affirmation that the
facts stated are true.
P.L. 1992, ch. 280, § 1; P.L. 1993, ch. 240, § 1.
R.I. Gen. Laws § 7-16-8 Filing.
7-16-8. Filing.
(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, notice, or other
document until all required filing and other fees have been paid to the secretary
of state.
(c) The secretary of state may not accept for filing any article of dissolution, cancellation
of registration, or article of merger until all required filing and other fees have
been paid to the secretary of state and all fees and taxes have been paid.
(d) The secretary of state may not accept for filing the reinstatement of a limited liability
company’s certificate of organization or registration until all required filing and
other fees have been paid to the secretary of state and all fees and taxes have been
paid, as evidenced by an appropriate certificate of good standing issued by the division
of taxation.
(e) The secretary of state may not accept for filing a certificate of conversion to a
non-Rhode Island entity until all required filing and other fees have been paid to
the secretary of state and all fees and taxes have been paid.
(f) When the secretary of state accepts the articles of organization or a certificate
of registration or any other document filed under this chapter, the secretary of state
shall:
(1) Endorse on the document the date and time of its acceptance for filing;
(2) Promptly file the document; and
(3) Issue a certificate or other evidence that establishes:
(i) That the document was accepted for filing by the secretary of state; and
(ii) The date and time of the acceptance for filing.
(g) The document becomes effective upon the issuance of the certificate or other evidence
or at any later date that is set forth within the document, not more than ninety (90)
days after the filing of such document.
P.L. 1992, ch. 280, § 1; P.L. 2007, ch. 360, § 1; P.L. 2011, ch. 77, § 1; P.L. 2011,
ch. 82, § 2; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1; P.L. 2015, ch. 80, §
3; P.L. 2015, ch. 88, § 3; P.L. 2017, ch. 371, § 2; P.L. 2017, ch. 376, § 2; P.L.
2018, ch. 14, § 1; P.L. 2018, ch. 24, § 1.
R.I. Gen. Laws § 7-16-9 Name — Fictitious business names.
7-16-9. Name — Fictitious business names.
(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 liability company, shall end with either the words “low-profit, limited liability
company” or the abbreviation “L3C” or “13c”;
(2) Shall be distinguishable upon the records of the secretary of state from:
(i) The name of any corporation, non-business corporation or other association, limited
partnership or domestic or foreign limited liability company organized under the laws
of, or registered or qualified to do business in, this state; or
(ii) Any name that is filed, reserved, or registered under this title, subject to the following:
(A) This provision shall not apply if the applicant files with the secretary of state
a certified copy of a final decree of a court of competent jurisdiction establishing
the prior right of the applicant to the use of the name in this state; and
(B) The name may be the same as the name of a corporation, non-business corporation, or
other association, the certificate of incorporation or organization of which has been
revoked by the secretary of state as permitted by law, and the revocation has not
been withdrawn within one year from the date of the revocation.
(C) Words or abbreviations that are required by statute to identify the particular type
of business entity shall be disregarded when determining if a name is distinguishable
upon the records of the secretary of state.
(D) The secretary of state shall promulgate rules and regulations defining the term “distinguishable
upon the record” for the administration of this chapter.
(b)(1) Any domestic or foreign limited liability company organized under the laws of, or
registered or qualified to do business in, this state may transact business in this
state under a fictitious name provided that it files a fictitious business name statement
in accordance with this subsection.
(2) A fictitious business name statement shall be filed with the secretary of state and
shall be executed by an authorized person of the domestic limited liability company
or by a person with authority to do so under the laws of the state or other jurisdiction
of the organization of the foreign limited liability company and shall set forth:
(i) The fictitious business name to be used; and
(ii) The name of the applicant limited liability company, the state or other jurisdiction
in which the limited liability company is organized and date of the limited liability
company’s organization.
(3) The fictitious business name statement expires upon the filing of a statement of abandonment
of use of a fictitious business name registered in accordance with this subsection
or upon the dissolution of the applicant domestic limited liability company or the
cancellation of registration of the applicant foreign limited liability company.
(4) The statement of abandonment of use of a fictitious business name under this subsection
shall be filed with the secretary of state, shall be executed in the same manner as
provided in subdivision (2) above, and shall set forth:
(i) The fictitious business name being abandoned;
(ii) The date on which the original fictitious business name statement being abandoned
was filed; and
(iii) The information set forth in subsection (a)(2)(ii).
(5) No domestic or foreign limited liability company transacting business under a fictitious
business name contrary to the provisions of this section, or its assignee, may maintain
any action upon or on account of any contract made, or transaction had, in the fictitious
business name in any court of the state until a fictitious business name statement
has been filed in accordance with this section.
(6) No limited liability company may be permitted to transact business under a fictitious
business name pursuant to this section that is the same as the name of any corporation,
limited partnership or domestic or foreign limited liability company organized under
the laws of, or registered or qualified to do business in, this state or any name
that is filed, reserved, or registered under this title, subject to the following:
(i) This provision does not apply if the applicant files with the secretary of state a
certified copy of a final decree of a court of competent jurisdiction establishing
the prior right of the applicant to the use of the name in this state; and
(ii) The name may be the same as the name of a corporation, non-business corporation, or
other association, the certificate of incorporation or organization of which has been
revoked by the secretary of state as permitted by law and the revocation has not been
withdrawn within one year from the date of revocation.
(iii) Words or abbreviations that are required by statute to identify the particular type
of business entity shall be disregarded when determining if a name is distinguishable
upon the records of the secretary of state.
(iv) The secretary of state shall promulgate rules and regulations defining the term “distinguishable
upon the record” for the administration of this chapter.
(7) A filing fee of fifty dollars ($50.00) shall be collected by the secretary of state
for each statement filed.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2005, ch. 36, § 9; P.L. 2005,
ch. 72, § 9; P.L. 2011, ch. 54, § 5; P.L. 2011, ch. 60, § 5; P.L. 2011, ch. 67, §
1; P.L. 2011, ch. 79, § 1; P.L. 2018, ch. 346, § 15.
R.I. Gen. Laws § 7-16-10 Reservation of name — Transfer of reserved name.
7-16-10. Reservation of name — Transfer of reserved name.
(a) The exclusive right to use a specified name for a domestic or foreign limited liability
company may be reserved by:
(1) A person who intends to organize a domestic limited liability company;
(2) A domestic limited liability company or foreign limited liability company registered
in this state which, in either case, proposes to change its name;
(3) A foreign limited liability company that intends to register in this state; or
(4) Any person intending to organize a foreign limited liability company and intending
to have it registered in this state and adopt that name.
(b) A person may reserve a specified name by filing a signed application with the secretary
of state and, if the secretary of state finds that the name is available, the secretary
of state shall reserve the name for one hundred twenty (120) days for the exclusive
use of the applicant.
(c) The exclusive right to use a reserved name may be transferred to another person by
filing with the secretary of state a notice of the transfer which specifies the name
and address of the transferee and is signed by the applicant for whom the name was
reserved.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-11 Resident agent.
7-16-11. Resident agent.
(a) Each domestic or foreign registered limited liability company shall have a resident
agent for service of process on the limited liability company who shall be either:
(1) An individual resident of this state; or
(2) A corporation, limited partnership, or limited liability company, and in each case
either domestic or one authorized to transact business in this state.
(b)(1) A domestic or foreign registered limited liability company may change its resident
agent or the address of its resident agent by filing with the secretary of state a
statement signed by any authorized person that authorizes the change.
(2) A change of a resident agent or address of the resident agent for a domestic or foreign
registered limited liability company under this subsection is effective when the secretary
of state accepts the statement for filing.
(c)(1) A resident agent that changes address in the state shall file with the secretary of
state a statement of the change of address signed by the resident agent or on the
resident agent’s behalf.
(2) The statement shall include:
(i) The name of the limited liability company for which the change is effective;
(ii) The old and new addresses of the resident agent; and
(iii) The date on which the change is effective.
(3) The change of address of the resident agent is effective when the secretary of state
accepts the statement for filing.
(d)(1) A resident agent may resign by filing with the secretary of state a counterpart or
photocopy of the signed resignation, together with a statement that the resignation
has been delivered or sent to the limited liability company.
(2) Unless a later time is specified in the resignation, it is effective thirty (30) days
after it is filed.
(e) The secretary of state is appointed the agent of the domestic limited liability company
for service of process if no resident agent has been appointed, if the resident agent’s
authority has been revoked, or if the resident agent cannot be found or served following
the exercise of reasonable diligence.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-12 Amendment and restatement of articles of organization.
7-16-12. Amendment and restatement of articles of organization.
(a) The articles of organization shall be amended when:
(1) There is a change in the name of the limited liability company;
(2) A company that did not previously have managers designates managers, or a company
that previously did have managers is to be managed by its members; or
(3) There is a change in the manager of record.
(b) The articles of organization may be amended at any time and in any respect that is
desired, as long as the articles of organization, as amended, contain only those provisions
as are lawful under this chapter.
(c) The articles of organization may be restated at any time. Any restatement may include
additional amendments.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2007, ch. 97, § 1; P.L. 2007,
ch. 108, § 1; P.L. 2021, ch. 137, § 3, effective January 1, 2022; P.L. 2021, ch. 138,
§ 3, effective January 1, 2022.
R.I. Gen. Laws § 7-16-13 Certificates of correction.
7-16-13. Certificates of correction.
(a) If any document filed with the secretary of state under this chapter contains any
typographical error, error of transcription or other technical error or has been defectively
executed, the document may be corrected by filing a certificate of correction.
(b) A certificate of correction shall set forth:
(1) The title of the document being corrected;
(2) The name of each party to the document being corrected;
(3) The date that the document being corrected was filed; and
(4) The provision in the document as previously filed and as corrected and, if execution
of the document was defective, the manner in which it was defective.
(c) A certificate of correction may not make any other change or amendment that would
not have complied in all respects with the requirements of this chapter at the time
the document being corrected was filed.
(d) A certificate of correction shall be executed in the same manner in which the document
being corrected was required to be executed.
(e) A certificate of correction may not:
(1) Change the effective date of the document being corrected; or
(2) Affect any right or liability accrued or incurred before its filing, except that any
right or liability accrued or incurred by reason of the error or defect being corrected
shall be extinguished by the filing if the person having the right or liability has
not detrimentally relied on the original document.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-14 Management by members.
7-16-14. Management by members.
Unless the articles of organization or a written operating agreement provide for management
by or under the authority of one or more managers in accordance with § 7-16-15, the business and affairs of the limited liability company shall be managed by the
members. If management is vested in the members:
(1) The members are deemed to be managers for purposes of applying the provisions of this
chapter unless the context clearly requires otherwise; and
(2) Each of the members has the power and authority and is subject to all duties and liabilities
of managers.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
R.I. Gen. Laws § 7-16-15 Managers.
7-16-15. Managers.
(a) The articles of organization or a written operating agreement may deny, restrict or
enlarge the management rights and duties of any member or group or class of member
and may provide that the business and affairs of the limited liability company shall
be managed by or under the authority of one or more managers who may, but need not
be, members.
(b) The articles of organization or written operating agreement may prescribe qualifications
for managers.
(c) The number of managers may be specified in or fixed in accordance with the articles
of organization or written operating agreement.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-16 Election and removal of managers.
7-16-16. Election and removal of managers.
Unless otherwise provided in the articles of organization or operating agreement:
(1) Election of managers to fill initial positions or vacancies shall be by majority vote
of the members.
(2) Any or all managers may be removed, with or without cause, by majority vote of the
members.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-17 Duties of managers.
7-16-17. Duties of managers.
(a) A manager shall discharge his or her managerial duties in good faith, with the care
that an ordinarily prudent person in a similar position would use under the circumstances,
and in the manner the manager reasonably believes to be in the best interests of the
limited liability company.
(b) In discharging his or her duties, a manager is entitled to rely on information, opinions,
reports or statements, including financial statements and other financial data, if
prepared or presented by:
(1) One or more employees of the limited liability company who the manager reasonably
believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants or other persons as to matters the manager reasonably
believes are within the person’s professional or expert competence; or
(3) A committee of managers of which the manager is not a member if the manager reasonably
believes the committee merits confidence.
(c) A manager is not acting in good faith if the manager has knowledge concerning the
matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) A manager is not liable for any action taken as a manager, or any failure to take
any action, if the manager performed the duties of his or her office in compliance
with this section.
(e) Except as otherwise provided in the articles of organization or operating agreement,
every manager must account to the limited liability company and hold as trustee for
the limited liability company any profit or benefit he or she derived without the
informed consent of the members or a majority of the disinterested managers from any
transaction connected with the conduct or winding up of the limited liability company
or from any personal use by the manager of the limited liability company’s property.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-18 Limitation of liability of managers.
7-16-18. Limitation of liability of managers.
(a) Subject to subsection (b), the articles of organization or operating agreement may
eliminate or limit the personal liability of a manager to the limited liability company
or to its members for monetary damages for breach of any duty provided for in § 7-16-17.
(b) No provision permitted under subsection (a) limits or eliminates the liability of
a manager for:
(1) Breach of the manager’s duty of loyalty to the limited liability company or its members;
(2) Acts or omissions not in good faith or that involve intentional misconduct or a knowing
violation of law;
(3) The liability imposed pursuant to the provisions of § 7-16-32; or
(4) Any transaction from which the manager derived an improper personal benefit, unless
the transaction was with the informed consent of the members or a majority of the
disinterested managers. No provision eliminating or limiting the personal liability
of a manager will be effective with respect to causes of action arising prior to the
inclusion of the provision in the articles of organization or operating agreement.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-19 Action by managers.
7-16-19. Action by managers.
If the business and affairs of the limited liability company is managed by or under
the authority of more than one manager under § 7-16-15, except as otherwise provided in this chapter, the articles of organization or operating
agreement, the managers shall act by majority vote, with each manager being entitled
to one vote.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-41 Revocation of certificate of organization or certificate of registration.
7-16-41. Revocation of certificate of organization or certificate of registration.
(a) The certificate of organization or certificate of registration of a limited liability
company may be revoked by the secretary of state under the conditions prescribed in
this section when it is established that:
(1) The limited liability company procured its articles of organization through fraud;
(2) The limited liability company has continued to exceed or abuse the authority conferred
upon it by law;
(3) The limited liability company has failed to file its annual report within the time
required by this chapter, or with respect to any limited liability company in good
company standing on the records of the secretary of state on or after July 1, 2019,
has failed to pay any required fees to the secretary of state when they have become
due and payable, or the secretary of state has received notice from the division of
taxation, in accordance with § 7-16-67.1, that the limited liability company has failed to pay any fees or taxes due this
state;
(4) The limited liability company has failed for thirty (30) days to appoint and maintain
a resident agent in this state as required by this chapter;
(5) The limited liability company has failed, after change of its resident agent, to file
in the office of the secretary of state a statement of the change as required by this
chapter;
(6) The limited liability company has failed to file in the office of the secretary of
state any amendment to its articles of organization or certificate of registration
or any articles of dissolution, cancellation of registration, merger, or consolidation
as prescribed by this chapter; or
(7) A misrepresentation has been made of any material matter in any application, report,
affidavit, or other document submitted by the limited liability company pursuant to
this chapter.
(b) No certificate of organization or certificate of registration of a limited liability
company shall be revoked by the secretary of state unless:
(1) The secretary of state shall have given the limited liability company notice thereof
not less than sixty (60) days prior to such revocation by regular mail addressed to
the resident agent in this state on file with the secretary of state’s office, which
notice shall specify the basis for the revocation; 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
as undeliverable by the United States Postal Service for any reason, or if the revocation
notice is returned as undeliverable 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; and
(2) The limited liability company fails prior to revocation to file the annual report,
pay the fees or taxes, file the required statement of change of resident agent, file
the articles of amendment or amendment to its registration or articles of dissolution,
cancellation of registration, merger, or consolidation, or correct the misrepresentation.
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; P.L. 2017, ch. 371, § 2; P.L. 2017, ch. 376, § 2.
R.I. Gen. Laws § 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.
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.
R.I. Gen. Laws § 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.
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.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2011, ch. 67, § 1; P.L. 2011,
ch. 79, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1.
R.I. Gen. Laws § 7-16-50.1 Service of process on foreign limited liability company.
7-16-50.1. Service of process on foreign limited liability company.
(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.
(b) Whenever a foreign limited liability company authorized to transact business in this
state fails to appoint or maintain a resident agent in this state; or whenever any
resident agent cannot with reasonable diligence be found at the registered office;
or whenever the certificate of authority of a foreign limited liability company is
suspended or revoked, the secretary of state is an agent of the foreign limited liability
company upon whom any process, notice, or demand may be served. Service on the secretary
of state of any process, notice, or demand must be made by delivering to and leaving
with him or her, or with any clerk having charge of the corporation department of
his or her office, duplicate copies of the process, notice, or demand. In the event
any process, notice, or demand is served on the secretary of state, the secretary
of state shall immediately forward one of the copies by registered mail, addressed
to the foreign limited liability company at its principal office if known to him or
her, in the state or country under the laws of which it was organized. Any service
had in this manner on the secretary of state is returnable in not less than thirty
(30) days.
(c) Every foreign limited liability company as a condition precedent to carrying on business
in this state must, and by so carrying on business in this state does, consent that
any process, including the process of garnishment, may be served upon the secretary
of state in the manner provided by this section, except that notice of the service
must be given by the plaintiff or his or her attorney in the manner as the court in
which the action is commenced or pending orders as affording the corporation reasonable
opportunity to defend the action or to learn of the garnishment. Notwithstanding the
preceding requirements, however, once service has been made on the secretary of state
as provided, the court has the authority in the event of failure to comply with the
requirement of notice to the foreign limited liability company to order notice that
is sufficient to apprise it of the pendency of the action against it, and additionally,
may extend the time for answering by the foreign limited liability company.
(d) The secretary of state shall keep a record of all processes, notices, and demands
served upon him or her under this section, and record in the record the time of the
service and his or her action on it. The secretary of state shall not be required
to retain such information for a period longer than five (5) years from receipt of
the service of process.
(e) Nothing contained in these provisions limits or affects the right to serve any process,
notice or demand, required or permitted by law to be served upon a foreign limited
liability company in any manner now or subsequently permitted by law.
P.L. 2007, ch. 99, § 2; P.L. 2007, ch. 109, § 2; P.L. 2018, ch. 346, § 15.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 2012, ch. 67, § 2; P.L. 2012, ch. 72, § 2.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1; P.L. 2007, ch. 99, § 3; P.L. 2007, ch. 109, § 3.
R.I. Gen. Laws § 7-16-54 Transaction of business by foreign limited liability company without registration.
7-16-54. Transaction of business by foreign limited liability company without registration.
(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 impair the validity of any contract or act of the foreign limited liability company
or prevent the foreign limited liability company from defending any action, suit or
proceeding in any court of this state.
(c) A foreign limited liability company, by transacting business in this state without
registration, appoints the secretary of state as its agent for service of process
as to claims for relief or causes of action arising out of the transaction of business
in this state.
(d) A member of a foreign limited liability company is not liable for the debts and obligations
of the limited liability company solely by reason of the company’s having transacted
business in this state without a valid certificate of registration.
(e) Without excluding other activities that may not constitute transacting business in
this state, a foreign limited liability company is not considered to be transacting
business in this state, for the purposes of this chapter, by reason of carrying on
in this state any one or more of the following activities:
(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding
or effecting its settlement or the settlement of claims or disputes;
(2) Holding meetings of its members or carrying on any other activities concerning its
internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange and registration of the
foreign limited liability company’s own securities or maintaining trustees or depositories
with respect to those securities;
(5) Effecting sales through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or
otherwise, where the orders require acceptance outside this state before becoming
binding contracts;
(7) Creating as borrower or lender or acquiring evidences of debt, mortgages, security
interests or liens on real or personal property;
(8) Securing or collecting debts or enforcing any rights in property securing the debts;
(9) Transacting any business in interstate commerce;
(10) Conducting an isolated transaction completed within a period of thirty (30) days and
not in the course of a number of repeated transactions of like nature;
(11) Acting as a general partner of a limited partnership that has filed a certificate
of limited-partnership as provided in § 7-13-8 or has registered with the secretary of state as provided in § 7-13-49; and
(12) Acting as a member of a limited liability company or of a foreign limited liability
company that has registered with the secretary of state as provided in § 7-16-49.
P.L. 1992, ch. 280, § 1; P.L. 2018, ch. 346, § 15.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1; P.L. 2007, ch. 98, § 2; P.L. 2007, ch. 107, § 2.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 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.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2001, ch. 250, § 1.
R.I. Gen. Laws § 7-16-62 Articles of merger or consolidation.
7-16-62. Articles of merger or consolidation.
(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 constituent
entity setting forth:
(1) The identity of each constituent entity by name, type and state or other jurisdiction
under whose laws it is organized or formed;
(2) The plan of merger or consolidation;
(3) The effective date of the merger or consolidation if later than the date of filing
of the articles of merger or consolidation;
(4) The identity of the surviving entity or the new entity by name, type and state or
other jurisdiction under whose laws it is organized or formed; and
(5) A statement that the plan of merger was authorized and approved by each constituent
entity.
(b) A merger or consolidation takes effect on the later of the effective date of the filing
of the articles of merger or consolidation or the date set forth in the plan of merger
or consolidation.
(c) Articles of merger or consolidation shall act as a certificate of cancellation for
each domestic limited partnership party to the merger or consolidation that is not
the surviving entity or the new entity.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-63 Effects of merger or consolidation.
7-16-63. Effects of merger or consolidation.
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 shall be the entity designated in the plan
of merger as the surviving entity, and, in the case of a consolidation, shall be the
new entity provided for in the plan of consolidation.
(2) The separate existence of each constituent entity party to the plan of merger or consolidation,
except the surviving entity or the new entity, shall cease.
(3) The surviving entity or the new entity shall at that time and subsequently possess
all the rights, privileges, immunities, powers, and franchises, of a public as well
as a private nature, of each constituent entity and is subject to all the restrictions,
disabilities, and duties of each of the constituent entities to the extent the rights,
privileges, immunities, powers, franchises, restrictions, disabilities, and duties
are applicable to the form of existence of the surviving entity or the new entity.
(4) All property, real, personal and mixed, and all debts due on whatever account, including
promises to make capital contributions and subscriptions for shares, and all other
choices in action, and all and every other interest of or belonging to or due to each
of the constituent entities are vested in the surviving entity or the new entity without
further act or deed.
(5) The title to all real estate and any interest in real estate vested in any constituent
entity does not revert or become in any way impaired because of the merger or consolidation.
(6) The surviving entity or the new entity is responsible and liable for all liabilities
and obligations of each of the merged or consolidated constituent entities, and any
claim existing or action or proceeding pending by or against any constituent entity
may be prosecuted as if the merger or consolidation had not taken place, or the surviving
entity or the new entity may be substituted in the action.
(7) Neither the rights of creditors nor any liens on the property of any constituent entity
are impaired by the merger or consolidation.
(8) In the case of a merger, depending upon whether the surviving entity is a limited
liability company, a domestic corporation, or a domestic limited partnership, the
articles of organization of the limited liability company, articles of incorporation
of the corporation, or certificate of limited partnership of the limited partnership
shall be amended to the extent provided in the articles of merger.
(9) In the case of a consolidation where the new entity is domestic, the statements set
forth in the articles of consolidation and that are required or permitted to be set
forth in the articles of organization, articles of incorporation, or certificate of
limited partnership of the new domestic entity, are deemed to be the original articles
of organization, articles of incorporation, or certificate of limited partnership
of the new domestic entity.
(10) Unless otherwise agreed in the partnership agreement of a domestic limited partnership,
a merger or consolidation in which a domestic limited partnership is a constituent
entity, including a merger or consolidation in which a domestic limited partnership
is not the surviving entity or the new entity, does not require the domestic limited
partnership to wind up its affairs under § 7-13-46 or pay its liabilities and distribute its assets under § 7-13-47.
(11) The membership or other interests in a limited liability company, shares or other
interests in a corporation, partnership or other interests in a limited partnership
that is a constituent entity that are to be converted or exchanged into interests,
shares or other securities, cash, obligations or other property under the terms of
the articles of merger or consolidation are converted, and their former holders are
entitled only to the rights provided in the articles of merger or consolidation or
the rights otherwise provided by law.
(12) Nothing in this chapter abridges or impairs any rights that may otherwise be available
to the members or shareholders or other holders of an interest in any constituent
entity under applicable law.
P.L. 1992, ch. 280, § 1; P.L. 2018, ch. 346, § 15.
R.I. Gen. Laws § 7-16-64 Merger or consolidation with foreign entity.
7-16-64. Merger or consolidation with foreign entity.
(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 jurisdiction under whose laws each foreign constituent entity is organized
or formed and each foreign constituent entity complies with that law in effecting
the merger or consolidation.
(b) If the surviving entity or the new entity is to be governed by the laws of any jurisdiction
other than this state, then the articles of merger or consolidation required by § 7-16-62 shall also set forth:
(1) The agreement of the surviving entity or the new entity that it may be served with
process in this state in any proceeding for enforcement of any obligation of any constituent
entity party to the merger or consolidation that was organized under the laws of this
state, as well as for enforcement of any obligation of the surviving entity or the
new entity arising from the merger or consolidation; and
(2) The irrevocable appointment of the secretary of state as an agent for service of process
in the proceeding, and the surviving entity or the new entity shall specify the address
to which a copy of the process shall be mailed to it by the secretary of state.
(c) The effect of the merger or consolidation in which the surviving entity or the new
entity is to be governed by the laws of any jurisdiction other than this state, shall
be the same as provided in § 7-16-63, except insofar as the laws of the other jurisdiction provide otherwise.
P.L. 1992, ch. 280, § 1; P.L. 2018, ch. 346, § 15.
R.I. Gen. Laws § 7-16-65 Filing, service, and copying fees.
7-16-65. Filing, service, and copying fees.
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 articles of merger or consolidation and issuing a certificate, a fee of
one hundred dollars ($100);
(4) For filing articles of dissolution, a fee of fifty dollars ($50.00);
(5) For issuing a certificate of good standing/letter of status, a fee of twenty dollars
($20.00);
(6) For issuing a certificate of fact, a fee of thirty dollars ($30.00);
(7) For furnishing a certified copy of any document, instrument, or paper relating to
a domestic or foreign limited liability company, a fee of fifteen cents ($.15) per
page and ten dollars ($10.00) for the certificate and affirming the seal to it;
(8) For accepting an application for reservation of a name, or for filing a notice of
the transfer or cancellation of any name reservation, a fee of fifty dollars ($50.00);
(9) For filing a fictitious business name statement or abandonment of use of a fictitious
business name, a fee of fifty dollars ($50.00);
(10) For filing a statement of change of resident agent and address of registered agent,
a fee of twenty dollars ($20.00);
(11) For filing a statement of change of address only for a resident agent, no fee;
(12) For any service of notice, demand, or process on the registered agent of a foreign
or domestic limited liability company, a fee of fifteen dollars ($15.00), which amount
may be recovered as taxable costs by the party to the suit, action, or proceeding
causing the service to be made if the party prevails in the suit;
(13) For filing an annual report, a fee of fifty dollars ($50.00);
(14) For filing a certificate of correction, a fee of fifty dollars ($50.00);
(15) For filing an application for registration as a foreign limited liability company,
a fee of one hundred fifty dollars ($150);
(16) For filing a certificate of amendment to the registration of a foreign limited liability
company, a fee of fifty dollars ($50.00);
(17) For filing a certificate of cancellation of a foreign limited liability company, a
fee of seventy-five dollars ($75.00);
(18) At the time of any service of process upon the secretary of state as a resident agent
of a limited liability company, fifteen dollars ($15.00), which amount may be recovered
as a taxable cost by the party to the suit or action making the service if the party
prevails in the suit or action;
(19) For filing any other statement or report, except an annual report, of a domestic or
foreign limited liability company, a fee of ten dollars ($10.00); and
(20) For filing a certificate of conversion to a non-Rhode Island entity, a fee of fifty
dollars ($50.00).
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2001, ch. 26, § 4; P.L. 2001,
ch. 268, § 4; P.L. 2005, ch. 36, § 9; P.L. 2005, ch. 72, § 9; P.L. 2007, ch. 97, §
1; P.L. 2007, ch. 99, § 3; P.L. 2007, ch. 108, § 1; P.L. 2007, ch. 109, § 3; P.L.
2011, ch. 52, § 1; P.L. 2011, ch. 61, § 1; P.L. 2018, ch. 346, § 15.
R.I. Gen. Laws § 7-16-66 Annual report of domestic and foreign limited liability companies.
7-16-66. Annual report of domestic and foreign limited liability companies.
(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 organization or application for registration were filed with
the secretary of state, an annual report setting forth:
(1) The name and address of the principal office of the limited liability company;
(2) The state or other jurisdiction under the laws of which it is formed;
(3) [Deleted by P.L. 2021, ch. 137, § 3 and P.L. 2021, ch. 138, § 3.]
(4) The current mailing address of the limited liability company and the name or title
of a person to whom communications may be directed;
(5) A brief statement of the character of the business in which the limited liability
company is actually engaged in this state; and
(6) Any additional information required by the secretary of state.
(7) [Deleted by P.L. 2021, ch. 137, § 3 and P.L. 2021, ch. 138, § 3.]
(b) The information in the annual report shall be given as of the date of the execution
of the report. It shall be executed by an authorized person of the domestic limited
liability company and by a person with authority to do so under the laws of the state
or other jurisdiction of organization of a foreign limited liability company. Proof
to the satisfaction of the secretary of state that prior to May 1 the report was deposited
in the United States mail in a sealed envelope, properly addressed, with postage prepaid,
is deemed to be timely filed.
(c) If the secretary of state finds that the annual report conforms to the requirements
of this chapter, the secretary of state shall file the report. If the secretary of
state finds that it does not conform, the secretary of state shall promptly return
the report to the limited liability company for any necessary corrections, in which
event the penalties subsequently prescribed for failure to file the report within
the time previously provided do not apply if the report is corrected to conform to
the requirements of this chapter and returned to the secretary of state within thirty
(30) days from the date on which it was mailed to the limited liability company by
the secretary of state.
(d) Each limited liability company, domestic or foreign, that fails or refuses to file
its annual report for any year within thirty (30) days after the time prescribed by
this chapter is subject to a penalty of twenty-five dollars ($25.00) per year.
P.L. 1992, ch. 280, § 1; P.L. 1993, ch. 171, § 1; P.L. 1993, ch. 240, § 1; P.L. 1997,
ch. 188, § 5; P.L. 2007, ch. 97, § 1; P.L. 2007, ch. 108, § 1; P.L. 2021, ch. 137,
§ 3, effective January 1, 2022; P.L. 2021, ch. 138, § 3, effective January 1, 2022.
R.I. Gen. Laws § 7-16-67 Filing of returns with the tax administrator — Annual charge.
7-16-67. Filing of returns with the tax administrator — Annual charge.
(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 fifteenth day of March in the year following the close of the fiscal
year; and
(2) In case the fiscal year of the limited liability company is not a calendar year, on
or before the fifteenth day of the third month following the close of the fiscal year.
(b) For tax years on or after January 1, 2016, 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 and shall be filed on or before the date a federal
tax return is due to be filed, without regard to extension.
(c) An annual charge shall be due on the filing of the limited liability company’s return
filed with the tax administrator and shall be paid to the division of taxation as
follows:
(1) If the limited liability company is treated as a corporation for purposes of federal
income taxation, it shall pay the taxes as provided in chapters 11 and 12 [repealed]
of title 44; or
(2) If the limited liability company is not treated as a corporation for purposes of federal
income taxation, it shall pay a fee in an amount equal to the minimum tax imposed
upon a corporation under § 44-11-2(e). The due date for a limited liability company that is not treated as a corporation
for purposes of federal income taxation shall be on or before the fifteenth day of
the fourth month following the close of the fiscal year.
(d) For tax years on or after January 1, 2016, 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 and shall be filed on or before the date a federal
tax return is due to be filed, without regard to extension.
(e) The annual charge is delinquent if not paid by the due date for the filing of the
return and an addition of one hundred dollars ($100) to the charge is then due.
P.L. 1992, ch. 280, § 1; P.L. 2011, ch. 151, art. 19, § 3; P.L. 2016, ch. 142, art.
13, § 6.
R.I. Gen. Laws § 7-16-67.1 Revocation of articles or authority to transact business for nonpayment of fee.
7-16-67.1. Revocation of articles or authority to transact business for nonpayment of fee.
(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 administrator shall certify to the correctness of the
list. Upon receipt of the certified list, the secretary of state may initiate revocation
proceedings as defined in § 7-16-41.
(b) With respect to any information provided by the division of taxation to the secretary
of state’s office pursuant to this chapter, the secretary of state, together with
the employees or agents thereof, shall be subject to all state and federal tax confidentiality
laws applying to the division of taxation and the officers, agents, and employees
thereof, and which restrict the acquisition, use, storage, dissemination, or publication
of confidential taxpayer data.
(c) Notwithstanding the provisions of subsection (a) or (b) of this section, the notice
of revocation may state as the basis for revocation that the taxpayer has failed to
pay state fees and/or taxes to the division of taxation as required by § 7-16-67. However, the secretary of state’s office must otherwise protect all state and federal
tax information in its custody as required by subsection (b) of this section and refrain
from disclosing any other specific tax information.
P.L. 2017, ch. 371, § 3; P.L. 2017, ch. 376, § 3; P.L. 2024, ch. 148, § 4, effective
January 1, 2025; P.L. 2024, ch. 150, § 4, effective January 1, 2025.
R.I. Gen. Laws § 7-16-68 Limited liability company property.
7-16-68. Limited liability company property.
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 company are valid and binding on the limited liability company
if executed by one or more managers of a limited liability company having a manager
or managers or one or more members of a limited liability company in which management
has been retained in the members.
P.L. 1992, ch. 280, § 1; P.L. 1993, ch. 171, § 1.
R.I. Gen. Laws § 7-16-69 Certificates and certified copies to be received in evidence.
7-16-69. Certificates and certified copies to be received in evidence.
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 received in all courts.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-70 Parties to actions.
7-16-70. Parties to actions.
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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-71 Unauthorized assumption of powers.
7-16-71. Unauthorized assumption of powers.
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.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-72 Severability.
7-16-72. Severability.
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 this chapter are severable.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-73 Construction with other laws.
7-16-73. Construction with other laws.
(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 Corporation Acts, and except with respect to taxation, is deemed to
include a limited liability company.
(b) As to taxation, a domestic or foreign limited liability company shall be treated in
the same manner as it is treated under federal income tax law.
(c) If a domestic or foreign limited liability company is treated as a partnership for
purposes of federal income taxation:
(1) Any member of the limited liability company during any part of the limited liability
company’s taxable year shall file a Rhode Island income tax return and shall include
in Rhode Island gross income that portion of the limited liability company’s Rhode
Island income allocable to the member’s interest in the limited liability company.
(2) Any member of the limited liability company who is a non-resident shall execute and
forward to the limited liability company before the original due date of the Rhode
Island limited liability company return an agreement that states that the member will
file a Rhode Island income tax return and pay income tax on the non-resident member’s
share of the limited liability company’s income that was derived from or attributable
to sources within this state, and the agreement shall be attached to the limited liability
company’s Rhode Island return for the taxable year.
(3) In the event that the non-resident member’s executed agreement is not attached to
the Rhode Island limited liability company return or the agreement set forth above
is attached to the limited liability company return and subsequently the non-resident
member fails to file a timely income tax return, then within thirty (30) days of the
date of notice by the Tax Administrator to the limited liability company, the limited
liability company shall remit to the Tax Administrator the non-resident member’s tax
on the member’s share of the limited liability company’s income that was derived from
or attributable to sources within this state, which tax shall be computed at the statutory
rate applicable to corporations.
(4) A non-resident member is required to file a Rhode Island income tax return even though
the member’s only source of Rhode Island income was that member’s share of the limited
liability company’s income that was derived from or attributable to sources within
this state, and the amount of remittance by the limited liability company on behalf
of the non-resident member shall be allowed as a credit against that member’s Rhode
Island income tax liability.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-74 Forms to be furnished by secretary of state.
7-16-74. Forms to be furnished by secretary of state.
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 state upon request, but their use, unless otherwise
specifically prescribed in this chapter, is not mandatory.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-75 Reservation of power.
7-16-75. Reservation of power.
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 general assembly has power to amend, repeal or modify this chapter at pleasure.
P.L. 1992, ch. 280, § 1.
R.I. Gen. Laws § 7-16-76 Low-profit limited liability company.
7-16-76. Low-profit limited liability company.
(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 would not have been formed but for the entity’s relationship
to the accomplishment of charitable or educational purposes.
(b) A limited liability company that intends to qualify as a low-profit limited liability
company pursuant to the provisions of this section shall so indicate in its articles
of organization, shall organize under the provisions of § 7-16-6, and shall further state that:
(1) No significant purpose of the entity is the production of income or the appreciation
of property; provided, however, that the fact that an entity produces significant
income or capital appreciation shall not, in the absence of other factors, be conclusive
evidence of a significant purpose involving the production of income or the appreciation
of property.
(2) No purpose of the entity is to accomplish one or more political or legislative purposes
within the meaning of § 170(c)(2)(D) of the Internal Revenue Code of 1986, 26 U.S.C. § 170(c)(2)(D), or its successor.
(c) If an entity that met the requirements of this section at its formation at any time
ceases to satisfy any one of the requirements, it shall immediately cease to be a
low-profit limited liability company, but by continuing to meet all the other requirements
of this chapter, will continue to exist as a limited liability company. The name of
the entity must be changed to be in conformance with § 7-16-9.
(d) Nothing in this section shall prevent a limited liability company that is not organized
under it from electing a charitable or educational purpose in whole or in part for
doing business under this chapter.
(e) Except as otherwise provided in this section, all provisions of the Rhode Island Limited
Liability Act, chapter 16 of this title, applicable to domestic limited liability
companies are applicable to low-profit limited liability companies.
P.L. 2011, ch. 67, § 2; P.L. 2011, ch. 79, § 2.
R.I. Gen. Laws § 7-16-77 Confirmation of state fees and taxes.
7-16-77. Confirmation of state fees and taxes.
(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 response to a request from that office regarding
an entity’s tax status as compliant or noncompliant.
(b) If the secretary of state’s office receives notice from the division of taxation that
the limited liability company has failed to pay any fees or taxes due to this state,
the secretary of state shall issue notice and begin revocation proceedings in accordance
with the provisions of § 7-16-41.
(c) The notice of revocation may state as the basis for revocation that the taxpayer failed
to pay state fees and/or taxes to the division of taxation as required by § 7-16-67. However, the secretary of state’s office must otherwise protect all state and federal
tax information in its custody as required by § 7-16-67.1 and refrain from disclosing any other specific tax information.
(d) For filings remitted and recorded in accordance with any section of this chapter that
refers to state fees and/or taxes paid as required by § 7-16-67, the secretary of state’s office may request from the division of taxation a tax
status check as outlined in subsection (a) of this section. If the secretary of state’s
office receives notice from the division of taxation that the limited liability company
has failed to pay any fees or taxes due to this state, the secretary of state shall
begin revocation proceedings in accordance with subsections (b) and (c) of this section.
P.L. 2024, ch. 148, § 5, effective January 1, 2025; P.L. 2024, ch. 150, § 5, effective
January 1, 2025.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/INDEX.htmFetched: 10/20/2026