2017 -- S 0631 | |
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LC002191 | |
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STATE OF RHODE ISLAND | |
IN GENERAL ASSEMBLY | |
JANUARY SESSION, A.D. 2017 | |
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A N A C T | |
RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - RHODE | |
ISLAND LIMITED LIABILITY COMPANY ACT | |
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Introduced By: Senator Roger Picard | |
Date Introduced: March 29, 2017 | |
Referred To: Senate Commerce | |
It is enacted by the General Assembly as follows: | |
1 | SECTION 1. Chapter 7-16 of the General Laws entitled "The Rhode Island Limited |
2 | Liability Company Act" is hereby amended by adding thereto the following section: |
3 | 7-16-77. Continuation of certain limited liability company powers. |
4 | (a) Any limited liability company dissolved in any manner under this chapter or any |
5 | limited liability company whose existence is terminated or revoked by the secretary of state under |
6 | ยง7-16-41 nevertheless continues for five (5) years after the date of the dissolution, termination, or |
7 | revocation for the purpose of enabling it to settle and close its affairs, to dispose of and convey its |
8 | property, to discharge its liabilities, and to distribute its assets, but not for the purpose of |
9 | continuing the business for which it was organized. The members have power to take any action |
10 | that is appropriate to carry out the purposes of this section. |
11 | (b) Upon the death of the sole member of a limited liability company, unless otherwise |
12 | authorized in the articles of organization or the operating agreement, all affairs, disposition, and |
13 | distribution of assets and property, contracts, discharge of liabilities, shall be in accordance with |
14 | chapter 1 of title 33. |
15 | SECTION 2. This act shall take effect upon passage. |
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LC002191 | |
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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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1 | This act would create a five (5) year period after the date of dissolution, termination, or |
2 | revocation of limited liability companies to settle and close its affairs but not to continue its |
3 | business. Upon the death of a sole member of a limited liability company, its affairs shall be |
4 | governed by probate practice. |
5 | This act would take effect upon passage. |
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