Section 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”. History of Section.P.L. 1992, ch. 280, § 1.

Section 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, […]

Section 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 […]

Section 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 […]

Section 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 […]

Section 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) […]

Section 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 […]

Section 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. History […]

Section 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 […]

Section 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 […]

Section 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 […]

Section 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 […]

Section 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 […]

Section 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 […]

Section 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 […]

Section 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. History of Section.P.L. 1992, ch. 280, § 1.

Section 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. History of Section.P.L. 1992, ch. 280, § 1.

Section 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 […]

Section 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. History of Section.P.L. 1992, ch. 280, § 1.

Section 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. History of Section.P.L. 1992, ch. 280, § 1.