2016 -- S 2653 SUBSTITUTE A

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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:

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     SECTION 1. Section 7-16-45 of the General Laws in Chapter 7-16 entitled "The Rhode

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Island Limited Liability Company Act" is hereby amended to read as follows:

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     7-16-45. Winding up. -- (a) Except as otherwise provided in the articles of organization

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or operating agreement, the members who have not wrongfully dissolved a limited liability

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company may wind up the limited liability company's business and affairs.

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      (b) On application by or on behalf of a member, the member's legal representative or

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assignee, the superior court may wind up the limited liability company's business and affairs.

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     (c) Any limited liability company dissolved in any manner under this chapter or whose

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existence is terminated or revoked pursuant to this chapter may nevertheless continue for up to

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five (5) years after the date of dissolution, termination, or revocation for the purpose of enabling

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it to settle and close its affairs, to dispose of and convey its property, to discharge its liabilities,

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and to distribute its assets, but not for the purpose of continuing the business for which it was

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organized. The members or authorized managers have power to take any action that is appropriate

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to carry out the purposes of this section.

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     SECTION 2. This act shall take effect upon passage.

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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 provide that a dissolved, terminated or revoked limited liability company

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would continue for up to five (5) years after the date of the dissolution, termination, or revocation

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for the purpose of enabling it to wind up and close its affairs.

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     This act would take effect upon passage.

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