2019 -- S 0108 | |
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LC000774 | |
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STATE OF RHODE ISLAND | |
IN GENERAL ASSEMBLY | |
JANUARY SESSION, A.D. 2019 | |
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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: January 24, 2019 | |
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. – (a) Any limited |
4 | liability company dissolved in any manner pursuant to this chapter, or whose certificate of |
5 | organization or certificate of registration is revoked pursuant to this chapter, or whose authority to |
6 | transact business is revoked pursuant to this chapter, shall continue to exist for five (5) years after |
7 | the date of the dissolution or revocation for the purpose of enabling it to settle and close its |
8 | affairs, to dispose of and convey its property, to discharge its liabilities, and to distribute its |
9 | assets, but not for the purpose of continuing the business for which it was organized. The |
10 | members have power to take any action that is appropriate to carry out the purposes of this |
11 | section. |
12 | (b) Upon the death of the sole member of a limited liability company, unless otherwise |
13 | authorized in the articles of organization or the operating agreement, all affairs, disposition, and |
14 | distribution of assets and property, contracts, discharge of liabilities, shall be in accordance with |
15 | §33-1-1 et seq. |
16 | SECTION 2. This act shall take effect upon passage. |
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LC000774 | |
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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 or corporations to settle and close its affairs but not to |
3 | continue its business. Upon the death of a sole member of a limited liability company, its affairs |
4 | shall be governed by probate practice. |
5 | This act would take effect upon passage. |
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