2016 -- S 2653

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LC005234

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2016

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - RHODE

ISLAND LIMITED LIABILITY COMPANY ACT

     Introduced By: Senator John A. Pagliarini

     Date Introduced: February 25, 2016

     Referred To: Senate Commerce

     It is enacted by the General Assembly as follows:

     SECTION 1. Chapter 7-16 of the General Laws entitled "The Rhode Island Limited

Liability Company Act" is hereby amended by adding thereto the following section:

     7-16-77. Continuation of certain limited liability company powers. – (a) Any limited

liability company dissolved in any manner under this chapter or any limited liability company

whose existence is terminated or any corporation whose articles of organization are revoked by

the secretary of state under §7-16-41 nevertheless continues for five (5) years after the date of the

dissolution, termination, or revocation for the purpose of enabling it to settle and close its affairs,

to dispose of and convey its property, to discharge its liabilities, and to distribute its assets, but

not for the purpose of continuing the business for which it was organized. The members have

power to take any action that is appropriate to carry out the purposes of this section.

     (b) Upon the death of the sole member of a limited liability company, unless otherwise

authorized in the articles of organization or the operating agreement, all affairs, disposition, and

distribution of assets and property, contracts, discharge of liabilities, shall be in accordance with

§33-1-1 et seq.

     SECTION 2. This act shall take effect upon passage.

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LC005234

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - RHODE

ISLAND LIMITED LIABILITY COMPANY ACT

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     This act would create a five (5) year period after the date of dissolution, termination, or

revocation of limited liability companies or corporations to settle and close its affairs but not to

continue its business. Upon the death of a sole member of a limited liability company, its affairs

shall be governed by probate practice.

     This act would take effect upon passage.

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LC005234

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