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The Rhode Island Limited-Liability Company Act

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Short title.

Definitions.

Purpose and duration.

Section
7-16-3.1

Professional services.

Section
7-16-3.2

Liability in rendering professional services.

Section
7-16-3.3

Insurance or financial responsibility of limited-liability company.

Powers.

Formation.

Section
7-16-5.1

Conversion of certain entities to a limited-liability company.

Section
7-16-5.2

Approval of conversion of a limited-liability company.

Section
7-16-5.3

7-16-5.4 - [Repealed.]

Articles of organization.

Execution of articles.

Filing. [Effective January 1, 2019, and until July 1, 2020.]

Section
7-16-8.1

Filing. [Effective July 1, 2020.]

Name - Fictitious business names.

Section
7-16-10

Reservation of name - Transfer of reserved name.

Section
7-16-11

Resident agent.

Section
7-16-12

Amendment and restatement of articles of organization.

Section
7-16-13

Certificates of correction.

Section
7-16-14

Management by members.

Section
7-16-15

Managers.

Section
7-16-16

Election and removal of managers.

Section
7-16-17

Duties of managers.

Section
7-16-18

Limitation of liability of managers.

Section
7-16-19

Action by managers.

Section
7-16-20

Agency power of managers.

Section
7-16-21

Voting rights of members.

Section
7-16-22

Records and information.

Section
7-16-23

Liability of members and managers.

Section
7-16-24

Contributions to capital.

Section
7-16-25

Liability for contribution.

Section
7-16-26

Sharing of profits and losses.

Section
7-16-27

Sharing of distributions.

Section
7-16-28

Interim distributions.

Section
7-16-29

Distributions upon withdrawal.

Section
7-16-30

Distribution in kind.

Section
7-16-31

Restrictions on making distributions.

Section
7-16-32

Liability upon wrongful distribution.

Section
7-16-33

Right to distribution.

Section
7-16-34

Nature of membership interest.

Section
7-16-35

Assignment of membership interest.

Section
7-16-36

Right of assignee to become a member.

Section
7-16-37

Rights of judgment creditor.

Section
7-16-38

Powers of estate of a member.

Section
7-16-39

Dissolution.

Section
7-16-40

Judicial dissolution.

Section
7-16-41

Revocation of certificate of organization or certificate of registration.

Section
7-16-42

Issuance of certificates of revocation.

Section
7-16-43

Withdrawal of certificate of revocation.

Section
7-16-44

Appeal from revocation of certificate of organization.

Section
7-16-45

Winding up.

Section
7-16-46

Distribution of assets.

Section
7-16-47

Articles of dissolution.

Section
7-16-48

Law governing foreign limited-liability companies.

Section
7-16-49

Registration of foreign limited-liability company.

Section
7-16-50

Issuance of registration of foreign limited-liability company.

Section
7-16-50.1

Service of process on foreign limited-liability company.

Section
7-16-51

Name registration by foreign limited-liability company.

Section
7-16-52

Amendments to registration of foreign limited-liability company.

Section
7-16-52.1

Foreign application for transfer of authority.

Section
7-16-53

Cancellation of registration of foreign limited-liability company.

Section
7-16-54

Transaction of business by foreign limited-liability company without registration.

Section
7-16-55

Action to restrain foreign limited-liability company.

Section
7-16-56

Right of member to bring derivative action.

Section
7-16-57

Pleading in derivative action.

Section
7-16-58

Expenses in derivative action.

Section
7-16-59

Merger or consolidation.

Section
7-16-60

Plan of merger or consolidation.

Section
7-16-61

Approval of merger or consolidation.

Section
7-16-62

Articles of merger or consolidation.

Section
7-16-63

Effects of merger or consolidation.

Section
7-16-64

Merger or consolidation with foreign entity.

Section
7-16-65

Filing, service, and copying fees.

Section
7-16-66

Annual report of domestic and foreign limited-liability companies.

Section
7-16-67

Filing of returns with the tax administrator - Annual charge.

Section
7-16-67.1

Revocation of articles or authority to transact business for nonpayment of fee.

Section
7-16-68

Limited-liability company property.

Section
7-16-69

Certificates and certified copies to be received in evidence.

Section
7-16-70

Parties to actions.

Section
7-16-71

Unauthorized assumption of powers.

Section
7-16-72

Severability.

Section
7-16-73

Construction with other laws.

Section
7-16-74

Forms to be furnished by secretary of state.

Section
7-16-75

Reservation of power.

Section
7-16-76

Low-profit limited-liability company.