It is enacted by the General Assembly as follows

SECTION 1. Sections 7-1.1-7, 7-1.1-7.1, 7-1.1-9, 7-1.1-21, 7-1.1-21.1, 7-1.1-67, 7-1.1-88.1, 7-1.1-101 and 7-1.1-115.1 of the General Laws in Chapter 7-1.1 entitled "Business Corporations" are hereby amended to read as follows:

7-1.1-7. Corporate name. -- (a) The corporate name:

(1) Shall contain the word "corporation," "company," "incorporated," or "limited," or shall contain an abbreviation of one of the words.

(2) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.

(3) Shall not be the same as, or deceptively similar to, the name of any domestic corporation, whether for profit or not for profit, or limited partnership existing under the laws of this state or any foreign corporation, whether for profit or not for profit, or limited partnership authorized to transact business in this state, {ADD or domestic or foreign limited liability company ADD} or a name the exclusive right to which is, at the time {ADD filed ADD} , reserved {ADD or registered ADD} in the manner provided in this chapter, or the name of a corporation or a limited partnership which has in effect a registration of its corporate or limited partnership name as provided in this {DEL chapter DEL} {ADD title ADD} , subject to the following:

(i) this provision shall not apply if the applicant files with the secretary of state either of the following:

(A) The written consent of the other corporation, limited partnership, {ADD limited liability company ADD} or holder of a {ADD filed, ADD} reserved or registered name to use the same or deceptively similar name and one or more words are added to make the name, distinguishable from the other name; or

(B) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and

(ii) the name may be the same as, or deceptively similar to, the name of a corporation {ADD or other association ADD} the certificate of incorporation {ADD or organization ADD} of which has been revoked by the secretary of state as permitted by law and the revocation has not been withdrawn within one (1) year from the date thereof.

(b) A corporation with which another corporation, domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more domestic or foreign corporations or upon a sale, lease, or other disposition to, or exchange with, a domestic corporation of all or substantially all the assets of another corporation, domestic or foreign, including its name, may have the same name as that used in this state by any of the corporations if at the time such other corporation was organized under the laws of, or is authorized to transact business in, this state.

7-1.1-7.1. Fictitious business name. -- (a) Any corporation organized and existing under the laws of any state or territory of the United States may transact business in this state under a fictitious name provided that it files a fictitious business name statement in accordance with this section prior to the time it commences to transact the business under the fictitious name.

(b) The fictitious business name statement shall be filed in duplicate with the secretary of state on forms to be furnished by the secretary of state and shall be executed by the corporation by an officer thereof and shall set forth:

(1) The fictitious business name to be used;

(2) The name of the applicant corporation and the state or territory under the laws of which it is incorporated, the date of its incorporation, and a brief statement of the business in which it is engaged; and

(3) The address of its registered office within the state.

(c) The fictitious business name statement shall expire upon the filing of the statement of abandonment of use of a fictitious business name registered in accordance with this section or upon the dissolution of the applicant corporation.

(d) The statement of abandonment of use of a fictitious business name under this section may be filed in duplicate with the secretary of state on forms furnished by the secretary of state and shall be executed by the corporation by an officer thereof and shall set forth:

(1) The fictitious business name being abandoned;

(2) The date on which the original fictitious business name statement being abandoned was filed;

(3) The name of the applicant corporation and the state or territory under the laws of which it is incorporated; and

(4) The address of its registered office within the state.

(e) No domestic or foreign corporation transacting business under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of this state until a fictitious business name statement has been filed in accordance with this section.

(f) No corporation may be permitted to transact business under a fictitious business name pursuant to this section which is the same as or deceptively similar to the name of any domestic corporation {DEL or DEL} {ADD , ADD} any domestic limited partnership {ADD or any domestic limited liability company ADD} existing under the laws of this state, or the name of any foreign corporation{ADD , foreign limited partnership or foreign limited liability company ADD} authorized to transact business in the state, or any corporate name {ADD filed, ADD} reserved or registered under {DEL this chapter, or any fictitious business name registered pursuant to DEL} this {DEL section DEL} {ADD title ADD} .

(g) A filing fee of fifty dollars ($50.00) shall be collected by the Secretary of State for each statement filed.

7-1.1-9. Registered name. -- (a) Any corporation organized and existing under the laws of any state or territory of the United States may register its corporate name under this chapter, provided its corporate name is not the same as or deceptively similar to, the name of any domestic corporation{ADD , limited partnership or limited liability company ADD} existing under the laws of this state, or the name of any foreign corporation{ADD , limited partnership or limited liability company ADD} authorized to transact business in this state, or any corporate name reserved{ADD , filed ADD} or registered under this {DEL chapter DEL} {ADD title ADD} .

(b) Such registration shall be made by:

(1) Filing with the secretary of state:

(A) An application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and

(B) A certificate setting forth that the corporation is in good standing under the laws of the state or territory wherein it is organized, executed by the secretary of state of the state or territory or by such other official as may have custody of the records pertaining to corporations and

(2) Paying to the secretary of state a registration fee in the amount of fifty dollars ($50.00).

(c) Such registration shall be effective for a period of one (1) year.

7-1.1-21. Certificates representing shares. -- (a) The shares of a corporation shall be represented by certificates provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by the officer or officers designated for the purpose by the by-laws of the corporation, and in absence of any such designation, by the chairman or the vice-chairman of the board of directors, or the president or a vice president, and by the treasurer or the assistant treasurer, or the secretary or an assistant secretary of the corporation, representing the number of shares registered in certificate form and may be sealed with the seal of the corporation or a facsimile thereof. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of its issue.

(b) Every certificate representing shares issued by a corporation which is authorized to issue shares of more than one class shall set forth upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

(c) Each certificate representing shares shall state upon the face thereof:

(1) That the corporation is organized under the laws of this state.

(2) The name of the person to whom issued.

(3) The number and class of shares, and the designation of the series, if any, which such certificate represents.

(4) If the shares are without par value, a statement of such fact.

(d) No certificate shall be issued for any share until such share is fully paid.

{ADD (e) Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information and statements required to be set forth or stated on certificates pursuant to subsections (b) and (c) and section 21.1(b). Except as otherwise expressly provided by law, the rights and obligations of owners of shares shall not be affected by whether such shares are represented by certificates or are uncertificated. ADD}

7-1.1-21.1. Stock transfer restrictions. -- (a) The shares of a corporation shall be personal property and shall be transferable in accordance with the provisions of section 6A-8-204, as amended from time to time, except as may otherwise be provided in this chapter.

(b) {DEL A written restriction on the transfer or registration of transfer of shares, or other securities having conversion or option rights, may be enforced against the holder of the restricted shares and any successor or transferee of the holder, including any fiduciary entrusted with responsibility for the person or property of the holder. The restriction may be imposed by the certificate of incorporation, by the bylaws, or by an agreement among any number of holders of shares or among the holders and the corporation. No restriction shall be binding with respect to shares issued prior to the adoption of the restriction unless the holders shall have voted in favor of the imposition of the restriction or are parties to the agreement imposing it. Unless noted conspicuously on the certificates, a restriction shall not be valid against a person who becomes the holder without actual knowledge. DEL} {ADD The articles of incorporation, bylaws, an agreement among all or less than all of the shareholders, or an agreement between all or less than all of the shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders thereof are parties to the restriction agreement or voted in favor of the restriction.

(f) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares. ADD}

7-1.1-67. Approval by shareholders of merger or consolidation. -- (a) The board of directors of each corporation, upon approving the plan of merger or plan of consolidation, shall, by resolution, direct that the plan be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written notice shall be given to each shareholder of record, whether or not entitled to vote at the meeting, not less than twenty (20) days before the meeting, in the manner provided in this chapter for the giving of notice of meetings of shareholders, and, whether the meeting be an annual or a special meeting, shall state that the purpose or one of the purposes is to consider the proposed plan of merger or consolidation. A copy or a summary of the plan of merger or the agreement of consolidation, as the case may be, together with a statement of the stockholder's right to dissent and a copy or a summary of section 7-1.1-74, shall be included in or enclosed with such notice except where no such right is available.

(b) At each meeting, a vote of the shareholders shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of a majority of the shares entitled to vote thereon of each corporation, unless any class of shares of any corporation is entitled to vote as a class thereon, in which event, as to corporation, approval of the plan of merger or consolidation shall also require the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon. Any class of shares of the surviving corporation and the merged corporation in a merger shall be entitled to vote as a class, whether or not the class is otherwise entitled to vote, if the plan of merger contains any provision which, if contained in a proposed amendment to articles of incorporation, would entitle the class of shares to a class vote. {DEL If the articles of incorporation or the bylaws require an affirmative vote of the holders of more than a majority of the shares of the corporation entitled to vote in order to amend the bylaws, then the same percentage vote shall be required for approval of any plan of merger or consolidation under this section unless the articles of incorporation or bylaws specifically provide otherwise or are silent. DEL}

(c) Notwithstanding the foregoing provisions of this section, except as may be required by the articles of incorporation, no approval of a plan of merger by the stockholders of the surviving corporation in a merger, and no notice to any of the stockholders of the corporation, shall be required if:

(1) The plan of merger does not amend the articles of incorporation of the corporation; and

(2) The plan of merger does not involve the issuance or transfer by the corporation (either directly or through the medium of options or warrants for, or shares or debt instruments convertible within one (1) year into, the shares) of shares possessing more than one-third (1/3) of the total combined voting power of all classes of stock then entitled to vote for the election of directors which will be outstanding immediately after the merger. If a plan of merger is adopted by the surviving corporation in a merger without any approval by its shareholders, pursuant to the provisions of this subsection, that fact shall be certified in the articles of merger.

(d) After approval as aforesaid by each corporation, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

(e) Except as otherwise expressly provided in this chapter, the provisions and requirements of this section and section 7-1.1-73(a)(1) shall not apply to any transaction unless articles of merger or consolidation have been filed in connection therewith under section 7-1.1-68.

7-1.1-88.1. Withdrawal of certificate of revocation. -- Within five (5) years after issuing a certificate of revocation as provided in section 7-1.1-88, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the corporation in good standing as if its certificate of incorporation had not been revoked, except as hereinafter provided:

(1) Upon the filing by the corporation of the documents it had previously failed to file as set forth in subdivisions (3) through (6), inclusive, of section 7-1.1-87(a); and

(2) Upon the payment by the corporation of a penalty in the amount of fifty dollars ($50.00) {DEL , and an additional fifty dollars ($50.00) DEL} for each year or part thereof that has elapsed since the issuance of the certificate of revocation {DEL less the fifty dollars ($50.00) paid under the immediately preceding clause DEL}.

(b) If, as permitted by the provisions of {DEL this chapter or chapter 6 of DEL} title 7, another corporation, whether business or nonprofit {ADD limited partnership or limited liability company ADD} , or domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious business name statement with respect to or reserved or registered a name which is the same as, or deceptively similar to, the name of a corporation with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated corporation's amending its articles of incorporation {ADD or otherwise complying with the provisions of this chapter with respect to the use of a name available to it under the laws of this state ADD} so as to designate a name which is not the same as, or deceptively similar to, its former name.

7-1.1-101. Corporate name of foreign corporation. -- No certificate of authority shall be issued to a foreign corporation unless the corporate name of the corporation:

(1) Shall contain the word "corporation," "company," "incorporated," or "limited," or shall contain an abbreviation of one of the words, or the corporation shall, for use in this state, add at the end of its name one of the words or an abbreviation thereof.

(2) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation or that it is authorized or empowered to conduct the business of any types prohibited by section 7-1.1-3.

(3) Shall not be the same as, or deceptively similar to, the name of any domestic corporation{ADD , limited partnership or limited liability company ADD} existing under the laws of this state or any foreign corporation{ADD , limited partnership or limited liability company ADD} authorized to transact business in this state, or a name the exclusive right to which is, at the time, {ADD filed, ADD} reserved {ADD or registered ADD} in the manner provided in this {DEL chapter, or the name of a corporation which has in effect a registration of its name as provided in this chapter DEL} {ADD title ADD} , subject to the following:

(i) this provision shall not apply if the foreign corporation applying for a certificate of authority files with the secretary of state any one of the following:

(A) A fictitious business name statement pursuant to section 7-1.1-7.1; or

(B) The written consent of the other corporation or holder of a {ADD filed, ADD} reserved or registered name to use the same or deceptively similar name and one or more words are added to make the name distinguishable from the other name; or

(C) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the foreign corporation to the use of the name in this state; and

(ii) the name may be the same as, or deceptively similar to, the name of a corporation {ADD or other association, ADD} the certificate of incorporation {ADD or organization ADD} of which has been revoked by the secretary of state as permitted by law{ADD . ADD} {DEL and the revocation has not been withdrawn within one (1) year from the date thereof. DEL}

7-1.1-115.1. Withdrawal of certificate of revocation. -- Within {DEL ninety (90) days DEL} {ADD five (5) years ADD} after issuing a certificate of revocation as provided in section 7-1.1-115, the secretary of state may withdraw the certificate of revocation {ADD retroactively ADD} and {ADD retroactively ADD} reinstate the corporation in good standing {DEL : DEL} {ADD as though its certificate of authority had not been revoked, except as hereinafter provided; ADD}

(1) Upon the filing by the corporation of the documents it had previously failed to file as set forth in subdivisions (1) through (3) inclusive of section 7-1.1-115(a); and

(2) Upon the payment by the corporation of a penalty in the amount of fifty dollars ($50.00) {DEL . DEL} {ADD for each year or part thereof that has elapsed since the issuance of the certificate of revocation.

(b) If, as permitted by the provisions of this title, another corporation, whether business or nonprofit, limited partnership or limited liability company, domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious business name statement with respect to or reserved or registered a name which is the same as, or deceptively similar to, the name of a corporation with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated corporation's amending its application for a certificate of authority or otherwise complying with the provisions of this chapter with respect to the use of the name available to it under the laws of this state. ADD}

SECTION 2. Sections 7-6-11, 7-6-72 and 7-6-107 of the General Laws in Chapter 7-6 entitled "Rhode Island Nonprofit Corporation Act" are hereby amended to read as follows:

7-6-11. Corporate name. -- The corporate name: (1) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.

{DEL (2) Shall not be the same as, or deceptively similar to the name of any corporation, whether for profit or not for profit, existing under the laws of the this state, or any foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this state, or a corporate name with respect to which a fictitious business name statement has been filed or which is reserved or registered as permitted by the laws of this state , provided, however, that the name may be the same as, or deceptively similar to, the name of a corporation the certificate of incorporation of which has been revoked by the secretary of state as permitted by law and the revocation has not been withdrawn within one year from the date thereof. DEL}

{ADD (2) Shall not be the same as or deceptively similar to:

(ii) The name may be the same as, or deceptively similar to, to the name of a corporation, nonbusiness corporation or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one (1) year from the date thereof. ADD}

(3) Shall be transliterated into letters of the English alphabet, if it is not in English.

7-6-72. Corporate name of foreign corporation. -- No certificate of authority shall be issued to a foreign corporation unless the corporate name of the corporation:

(1) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.

(2) Shall not be the same as, or deceptively similar to, the name of any corporation, whether for profit or not for profit, {DEL existing under the laws of this state, or any foreign corporation, whether for profit or not for profit, DEL} {ADD domestic or foreign limited partnership or domestic or foreign limited liability company organized under the laws of, or registered or qualified or ADD} authorized to transact business or conduct affairs in this state, or {DEL a corporate name with respect to which a fictitious business DEL} {ADD any ADD} name {DEL statement has been filed DEL} {ADD , ADD} or which is {ADD filed, ADD} reserved or registered {DEL as permitted by the laws of this state , provided, however, that the name may be the same as, or deceptively similar to, the name of a corporation, the certificate of authority of which has been revoked by the secretary of state as permitted by law and the revocation has not been withdrawn within one (1) year from the date thereof DEL} {ADD under this title ADD} .

(3) Shall be transliterated into letters of the English alphabet, if it is not in English.

7-6-107. Effect of repeal of prior chapters. -- (a) The repeal of a prior chapter by this chapter shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of the prior chapter, prior to the repeal thereof.

(b) The limitation formerly set forth in section 7-6-8 as amended, (which is repealed hereby) {ADD and any similar limitation ADD} shall not hereafter apply to any existing corporation whether created by special act of the general assembly or otherwise, notwithstanding that the corporation's articles of incorporation {ADD or any special act of the general assembly ADD} contain a reference to section 7-6-8 or a recitation of the limitation heretofore contained therein or any similar limitation.

(c) Each existing corporation shall have the powers set forth in section 7-6-5 hereof notwithstanding that its articles of incorporation contain other or different powers or contain a reference to or recitation of the powers granted by any act hereby or heretofore repealed.

SECTION 3. Chapter 7-6 of the General Laws entitled "Rhode Island Nonprofit Corporation Act" is hereby amended by adding thereto the following section:

{ADD 7-6-11.1. Reservation of name -- Transfer of reserved name. -- ADD} {ADD (a) The exclusive right to use a specified name for a domestic or foreign nonprofit corporation may be reserved by:

(c) The exclusive right to use a reserved name may be transferred to another person by filing with the secretary of state a notice of the transfer which specifies the name and address of the transferee and is signed by the applicant for whom the name was reserved. ADD}

SECTION 4. Sections 7-13-2, 7-13-8, 7-13-33, 7-13-44, 7-13-49, 7-13-51, and 7-13-68 of the General Laws in Chapter 7-13 entitled "Limited Partnerships" are hereby amended to read as follows:

7-13-2. Name. -- The name of each limited partnership as set forth in its certificate of limited partnership:

(1) Shall contain the words "limited partnership," or the letters and punctuation "l.p." "L.P.";

(2) May not contain the name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner;

(3) {DEL May not be the same as, or deceptively similar to, the name of any corporation or limited partnership organized under the laws of this state or licensed or registered as a foreign corporation or limited partnership in this state, except with the written consent of the corporation or limited partnership previously filed with the secretary of state. DEL} {ADD Shall not be the same as, or deceptively similar to, the name of any corporation, nonbusiness corporation or other association, domestic or foreign limited liability company, limited partnership organized under the laws of, or registered or qualified to do business in this state or any name which is filed, reserved or registered under this title or as permitted by the laws of this state, subject to the following:

(ii) The name may be the same as, or deceptively similar to, the name of a corporation, nonbusiness corporation or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law. ADD}

7-13-8. Formation -- Certificate of limited partnership. -- (a) In order to form a limited partnership a certificate of limited partnership, shall be executed and filed in the office of the secretary of state and set forth:

(1) The name of the limited partnership;

(2) The address of the office and the name and address of the agent for service of process required to be maintained by section 7-13-4;

(3) The name and the business address of each general partner;

(4) A mailing address for the limited partnership;

{DEL (5) The latest date upon which the limited partnership is to dissolve; and

(6) DEL} {ADD (5) ADD} Any other matters the partners determine to include therein.

7-13-33. Withdrawal of limited partner. -- A limited partner may withdraw from a limited partnership {ADD only ADD} at the time or upon the {DEL happening DEL} {ADD occurrence ADD} of events specified in writing in the partnership agreement and in accordance with the partnership agreement. {ADD Notwithstanding anything to the contrary under applicable law, unless a partnership agreement provides otherwise, a limited partner may not withdraw from a limited partnership prior to the dissolution and winding up of the limited partnership. ADD} {DEL If the agreement does not specify the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six (6) months' prior written notice to each general partner at his or her address on the books of the limited partnership at its office in this state. Notwithstanding anything to the contrary set forth in this chapter, a partnership agreement may provide that a limited partner may not withdraw from a limited partnership or assign a partnership interest in a limited partnership prior to the dissolution and winding up of the limited partnership. DEL}

7-13-44. Nonjudicial dissolution. -- A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(1) At the time{ADD , if any, ADD} or upon the happening{ADD , if any ADD} of events specified in the partnership agreement;

(2) Written consent of all partners;

(3) {ADD Unless otherwise provided in the partnership agreement, ADD} {DEL An DEL} {ADD an ADD} event of withdrawal of a general partner unless at the time there is at least one other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal, if, within ninety (90) days after the withdrawal, {DEL all partners agree DEL} {ADD a majority interest of the partners agrees ADD} in writing to continue the business of the limited partnership and to the appointment of one (1) or more additional general partners if necessary or desired; or

(4) Entry of a decree of judicial dissolution under section 7-13-45.

7-13-49. Registration. -- Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:

(1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;

(2) the state and date of its formation;

(3) the general character of the business it proposes to transact in this state;

(4) the name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this state, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in this state;

(5) a statement that the secretary of state is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subdivision (4) or, if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence; and

(6) the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership; and

(7) The name and business address of each general partner; {ADD and ADD}

(8) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn; and

(9) A mailing address for the foreign limited partnership; {ADD and ADD}

(10) {DEL A statement of the aggregate capital contributions of the limited partners;

(11) DEL} {ADD (10) ADD} Such additional information as may be necessary or appropriate in order to enable the secretary of state to determine whether such foreign limited partnership is entitled to a certificate of authority to transact business in this state and to determine and assess the fees payable as in this chapter prescribed.

7-13-51. Name of foreign limited partnership. -- A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in its state of organization) that includes {ADD either (a) ADD} without abbreviation the words "limited partnership" {ADD or (b) the letters and punctuation "L.P.", ADD} and that could be registered by a domestic limited partnership.

7-13-68. Merger and consolidation. -- (a) As used in this section, "other business entity" means a corporation, a business trust or association, a real estate investment trust, a common-law trust, {ADD a limited liability corporation, whether foreign or domestic, ADD} or an unincorporated business, including a partnership (whether general or limited, but excluding a domestic limited partnership).

(b) Pursuant to an agreement of merger or consolidation, a domestic limited partnership may merge or consolidate with or into one (1) or more domestic limited partnerships or other business entities formed or organized under the laws of the state of Rhode Island or any other state or the United States or any foreign country or other foreign jurisdiction, with such domestic limited partnership or other business entity as the agreement shall provide being the surviving or resulting domestic limited partnership or other business entity. Unless otherwise provided in the partnership agreement, a merger or consolidation shall be approved by each domestic limited partnership which is to merge or consolidate (1) by all general partners, and (2) by the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. In connection with a merger or consolidation hereunder, rights or securities of, or interests in {DEL , DEL} {ADD a limited partnership or other business entity which is not ADD} a limited partnership or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting limited partnership or other business entity {DEL or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a limited partnership or other business entity which is not the surviving or resulting limited partnership or other business entity in the merger or consolidation DEL} {ADD in the merger or consolidation ADD} . Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation.

(c) If a domestic limited partnership is merging or consolidating under this section, the domestic limited partnership or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation in the office of the secretary of state. The certificate of merger or consolidation shall state:

(1) The name and jurisdiction of formation or organization of each of the domestic limited partnerships or other business entities which is to merge or consolidate;

(2) That an agreement of merger or consolidation has been approved and executed by each of the domestic limited partnerships or other business entities which is to merge or consolidate;

(3) The name of the surviving or resulting domestic limited partnership or other business entity;

(4) The future effective date or time (which shall be a date or time certain) of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation;

(5) That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting domestic limited partnership or other business entity, and shall state the address thereof;

(6) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting domestic limited partnership or other business entity, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity which is to merge or consolidate; and

(7) If the surviving or resulting entity is not a domestic limited partnership or corporation organized under the laws of the state of Rhode Island, a statement that such surviving or resulting other business entity agrees that it may be served with process in the state of Rhode Island in any action, suit or proceeding for the enforcement of any obligation of any domestic limited partnership which is to merge or consolidate, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service hereunder upon the secretary of state, the procedures set forth in section 7-1.1-13 of this title shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the secretary of state with the address specified in the certificate of merger or consolidation provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in section 7-1.1-13 of this title.

(d) Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation pursuant to this section which was effective prior to {DEL ›July 21, 1992! DEL} {ADD the effective date of this section ADD} shall not affect the validity or effectiveness of any such merger or consolidation.

(e) Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the secretary of state of a certificate of merger or consolidation.

(f) A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger or consolidation.

(g) Notwithstanding anything to the contrary contained in a partnership agreement, a partnership agreement containing a specific reference to this subsection may provide that an agreement of merger or consolidation approved in accordance with subsection (b) of this section may (1) effect any amendment to the partnership agreement or (2) effect the adoption of a new partnership agreement for a limited partnership if it is the surviving or resulting limited partnership in the merger or consolidation. Any amendment to a partnership agreement or adoption of a new partnership agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a partnership agreement or other agreement or as otherwise permitted by law, including that the partnership agreement of any constituent limited partnership to the merger or consolidation (including a limited partnership formed for the purpose of consummating a merger or consolidation) shall be the partnership agreement of the surviving or resulting limited partnership.

(h) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the state of Rhode Island, all of the rights, privileges and powers of each of the domestic limited partnerships and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of said domestic limited partnerships and other business entities, as well as all other things and causes of action belonging to each of such domestic limited partnerships and other business entities, shall be vested in the surviving or resulting domestic limited partnership or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited partnership or other business entity as they were of each of the domestic limited partnerships and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the state of Rhode Island, in any of such domestic limited partnerships and other business entities, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of said domestic limited partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the said domestic limited partnerships and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting domestic limited partnership or other business entity, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a domestic limited partnership, including a domestic limited partnership which is not the surviving or resulting entity in the merger or consolidation, shall not require such domestic limited partnership to wind up its affairs under section 7-13-46 of this title or pay its liabilities and distribute its assets under section 7-13-47 of this title.

SECTION 5. Sections 7-16-2, 7-16-3, 7-16-5, 7-16-6, 7-16-9, 7-16-12, 7-16-14, 7-16-20, 7-16-22, 7-16-29, 7-16-39, 7-16-49, 7-16-61, 7-16-65 and 7-16-66 of the General Laws in Chapter 7-16 entitled "The Rhode Island Limited Liability Company Act" are hereby amended to read as follows:

7-16-2. Definitions. -- As used in this chapter, unless the context otherwise requires:

(a) "Articles of organization" means documents filed under section 7-16-5 for the purpose of forming a limited liability company.

(b) "Authorized person" means a person, whether or not a member, who is authorized by the articles of organization, by an operating agreement, or otherwise, to act on behalf of a limited liability company or foreign limited liability company as an officer, manager or otherwise.

(c) "Bankruptcy" means a proceeding under the United States Bankruptcy Code or under state insolvency or receivership law.

(d) "Business" means any trade, occupation or other commercial activity engaged in for gain, profit or livelihood for which a corporation can be organized under chapter 1.1 of this title.

(e) "Capital contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services which a member contributes to a limited liability company in his or her capacity as a member.

(f) "Capital value" means the fair market value in each case as of the date contributed of a member's capital contributions, including a contribution of services previously performed or a contribution of a binding obligation to perform services, reduced by distributions made to the member.

(g) "Constituent entity" means each limited liability company, limited partnership or corporation which is a party to a plan of merger or consolidation.

(h) "Corporation" means a business corporation formed under chapter 1.1 of this title or a foreign corporation.

(i) "Court" includes every court and judge having jurisdiction in the case.

(j) "Foreign corporation" means a business corporation formed under the laws of any state other than this state or any foreign country.

(k) "Foreign limited liability company" means a limited liability company formed under the laws of any state other than this state or any foreign country.

(l) "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state or any foreign country.

(m) "Limited liability company" or "domestic limited liability company" means an entity {DEL having two or more members DEL} that is organized and existing under the laws of this state pursuant to this chapter.

(n) "Limited partnership" means a limited partnership formed under the laws of this state or a foreign limited partnership.

(o) "Manager" or "Managers" means a person or persons designated by the members of a limited liability company to manage the limited liability company.

(p) "Member" means a person with an ownership interest in a limited liability company with the rights and obligations specified under this chapter.

(q) "Membership interest", "ownership interest" or "interest" means a member's rights in the limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets, and any right to vote or participate in management of the limited liability company.

(r) "New entity" means the entity into which constituent entities consolidate, as identified in the articles of consolidation provided for in section 7-16-62.

(s) "Operating agreement" means any agreement, written or oral, of the members as to the affairs of a limited liability company and the conduct of its business.

{ADD An operating agreement also includes a document adopted by the sole member of a limited liability company that has only one (1) member and may include as a party one (1) or more managers who are not members. ADD}

(t) "Person" means a natural person, partnership, limited partnership, domestic or foreign limited liability company, trust, estate, {DEL association or DEL} corporation{ADD , nonbusiness corporation or other association ADD} .

(u) "State" means a state, territory or possession of the United States, or the District of Columbia.

(v) "Surviving entity" means the constituent entity surviving a merger, as identified in the articles of merger provided for in section 7-16-62.

7-16-3. Purpose. -- DEL} {ADD 7-16-3. Purpose and duration. -- ADD} Every limited liability company organized under this chapter has the purpose of engaging in any business which a limited partnership may carry on, except the provisions of professional services, as defined in section 7-5.1-2, {ADD and shall have perpetual existence until dissolved as terminated in accordance with this chapter, ADD} unless a more limited purpose {ADD or duration ADD} is set forth in the articles of organization.

7-16-5. Formation. -- (a) {DEL Two (2) DEL} {ADD One (1) ADD} or more persons may form a limited liability company by delivering or causing to be delivered in duplicate executed articles of organization for filing with the secretary of state.

(b) When the secretary of state accepts the articles of organization for filing and issues the certificate of organization, the limited liability company is formed under the name and subject to the conditions and provisions stated in its articles of organization.

7-16-6. Articles of organization. -- (a) The articles of organization shall set forth:

(1) The name of the limited liability company;

{DEL (2) A statement that there are at least two (2) members who have agreed to form the limited liability company;

(3) The latest date on which the limited liability company is to dissolve; DEL}

{DEL (4) DEL} {ADD (2) ADD} The name and address of its resident agent in this state;

{DEL (5) DEL} {ADD (3) ADD} A statement under the articles of organization and any written operating agreement made or intended to be made, the limited liability company is intended to be {ADD (i) ADD} treated as a partnership{ADD , ADD} {DEL or DEL} {ADD (ii) ADD} as a corporation {ADD or (iii) disregarded as an entity separate from its member ADD} for purposes of federal income taxation;

{DEL (6) DEL} {ADD (4) ADD} The address of the principal office of the limited liability company if it is determined at the time of organization;

{DEL (7) DEL} {ADD (5) ADD} Any other provision, not inconsistent with law, which the members elect to set out in the articles, including, but not limited to, any limitation of the purposes {ADD or duration ADD} for which the limited liability company is formed, {DEL a statement of whether the limited liability company is to be managed by its members or by one (1) or more managers, DEL} and any other provision which may be included in an operating agreement.

{ADD (6) A statement of whether the limited liability company is to be managed by its members or by one (1) or more managers, and if the limited liability company has managers at the time of its formation, the name and address of each manager. ADD}

(b) It is not necessary to set out in the articles of organization any of the powers enumerated in this chapter.

7-16-9. Name -- Fictitious business names. -- (a) The name of each limited liability company as set forth in its articles of organization:

(1) Shall end with either the words "limited liability company" or the upper or lower case letters "l.l.c."with or without punctuation";

(2) {DEL May DEL} {ADD Shall ADD} not be the same as or deceptively similar to:

(i) The name of any corporation, {ADD nonbusiness corporation or other association, ADD} limited partnership or domestic or foreign limited liability company organized under the laws of, or registered or qualified to do business in, this state; or

(ii) Any name which is filed, reserved or registered under this {DEL chapter and sections 7-1.1-7.1, 7-1.1-8, 7-1.1-9 or 7-13-3. DEL} {ADD title, subject to the following:

(B) The name may be the same as, or deceptively similar to, the name of a corporation, nonbusiness corporation or other association, the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one (1) year from the date thereof. ADD}

(b)(1) Any domestic or foreign limited liability company organized under the laws of, or registered or qualified to do business in, this state may transact business in this state under a fictitious name provided that it files a fictitious business name statement in accordance with this subsection.

(2) A fictitious business name statement shall be filed in duplicate with the secretary of state and shall be executed by an authorized person of the domestic limited liability company or by a person with authority to do so under the laws of the state or other jurisdiction of its organization of the foreign limited liability company and shall set forth:

(i) the fictitious business name to be used; and

(ii) the name of the applicant limited liability company, the state or other jurisdiction in which the limited liability company is organized and date of the limited liability company's organization.

(3) The fictitious business name statement shall expire upon the filing of a statement of abandonment of use of a fictitious business name registered in accordance with this subsection or upon the dissolution of the applicant domestic limited liability company or the cancellation of registration of the applicant foreign limited liability company.

(4) The statement of abandonment of use of a fictitious business name under this subsection shall be filed in duplicate with the secretary of state, shall be executed in the same manner and provided in subsection (2) above and shall set forth:

(i) the fictitious business name being abandoned;

(ii) the date on which the original fictitious business name statement being abandoned was filed; and

(iii) the information set forth in subdivision (2)(ii) of subsection (a).

(5) No domestic or foreign limited liability company transacting business under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of the state until a fictitious business name statement has been filed in accordance with this section.

(6) No limited liability company may be permitted to transact business under a fictitious business name pursuant to this section which is the same as or deceptively similar to the name of any corporation, limited partnership or domestic or foreign limited liability company organized under the laws of, or registered or qualified to do business in, this state or any name which is filed, reserved or registered under this {DEL chapter or section sections 7-1.1-7.1, 7-1.1-8, 7-1.1-9 or 7-13-3 DEL} {ADD title, subject to the following:

(7) A filing fee of fifty dollars ($50.00) shall be collected by the secretary of state for each statement filed. ADD}

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; or

(2) {DEL There is a change in the time as stated in the articles of organization for the dissolution of the limited liability company DEL} {ADD There is a change in the managers of the limited liability company set forth in the articles of organization, or a company that did not previously have managers designates managers, or a company that previously did have managers is to be managed by its members ADD} .

(b) The articles of organization may be amended at any time and in any respect as may be desired, so long as the articles of organization, as amended, contain only such provisions as are lawful under this chapter.

(c) The articles of organization may be restated at any time. Any restatement may include additional amendments.

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 section 7-16-15, the business and affairs of the limited liability company shall be managed by the members. If management is so vested in the members:

(a) The members shall be deemed to be managers for purposes of applying the provisions of this chapter unless the context clearly requires otherwise; and

(b) {DEL The DEL} {ADD Each of the ADD} members shall have {ADD the power and authority ADD} and be subject to all duties and liabilities of managers.

7-16-20. Agency power of managers. -- {ADD (a) ADD} 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 {DEL company DEL} {ADD company's name of any instrument for apparently carrying on in the usual way the business and affairs of the limited liability company ADD} which the manager manages, binds the limited liability company unless (i) such act is in contravention of the articles of organization or this chapter, or (ii) the manager so acting otherwise lacks the authority to act for the limited liability company and the person with whom the manager is dealing has knowledge of the fact that such manager has no authority.

{ADD (b) Unless otherwise provided in the articles of organization, members of a limited liability company whose business and affairs is managed by or under the authority of one (1) or more managers pursuant to section 7-16-15 are not agents of the limited liability company and have no authority to bind the limited liability company unless they are also managers. ADD}

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 relative voting rights of the members;

(3) A copy of the articles of organization and any restatements thereof and amendments thereto;

(4) Executed copies of any powers of attorney pursuant to which any certificate has been executed;

(5) Copies of the limited liability company's federal, state and local income tax returns and reports, if any, for the five most recent years;

(6) A copy of any written operating agreement;

(7) Any written records of proceedings of the members or managers; and

(8) Copies of any financial statements of the limited liability company for the five most recent years.

(b) A member may:

(1) At the member's own expense, inspect and copy any limited liability company records required to be kept under this section upon reasonable request during ordinary business hours; and

(2) Obtain from time to time, upon reasonable request, information regarding the state of the business and financial condition of the limited liability company.

{ADD (c) The current list of names and addresses of the members shall be made available to the secretary of state, the director of the department of business regulation, or the attorney general, as applicable, within five (5) business days of receipt of a written request by said secretary, director, or attorney general stating that such information is required in connection with an investigatory or enforcement proceeding. ADD}

7-16-29. Distributions upon withdrawal. -- {DEL Except as otherwise provided in this chapter, a withdrawing member is entitled to receive any distribution to which the member is entitled under the operating agreement and, if not otherwise provided in the operating agreement, such member is entitled to receive, within a reasonable time after withdrawal, the fair value of the member's interest in the limited liability company as of the date of the withdrawal based upon the member's right to share, as of such date, in distributions from the limited liability company. DEL} {ADD Upon the withdrawal of a member, except as otherwise provided in writing in an operating agreement, the withdrawn member and his legal representatives, successors and assigns shall not have the right to receive any distribution by reason of the withdrawal but shall have only the rights of an assignee to receive distributions with respect to the withdrawn member's interest during any continuation of the business of the limited liability company and upon completion of winding up less any damages recoverable against the withdrawn member if the event of withdrawal violated the limited liability company's operating agreement. ADD}

7-16-39. Dissolution. -- A limited liability company is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(a) {DEL The date specified in the articles of organization DEL} {ADD At the time, if any, specified in the articles of organization. ADD}

(b) An event specified in the articles of organization or a written operating agreement to cause dissolution;

(c) By action of members taken pursuant to section 7-16-21(b)(1);

(d) {DEL The DEL} {ADD Upon the written consent of a majority of the capital values of the remaining members after the ADD} death, {DEL resignation DEL} {ADD withdrawal ADD} expulsion, bankruptcy, or dissolution of a member, or the occurrence of any other event that terminates the continued membership of a member in the limited liability company, unless otherwise provided in the articles of organization or a written operating agreement; {DEL or DEL}

{ADD (e) Unless otherwise provided in the articles of incorporation or a written operating agreement, upon the death, withdrawal, expulsion, bankruptcy or dissolution of the last remaining member or any other event that terminates the continued membership of the last remaining member, unless within ninety (90) days the successor(s) in interest of such last remaining member and any assignees of such member's interest and of any other member's interest agree in writing to admit at least one (1) member to continue the business of the limited liability company; or ADD}

{DEL (e) DEL} {ADD (f) ADD} Entry of a decree of judicial dissolution under section 7-16-40.

7-16-49. Registration of foreign limited liability company. -- (a) Before transacting business in this state, a foreign limited liability company shall register with the secretary of state.

(b) In order to register, a foreign limited liability company shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited liability company, signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization and setting forth:

(1) The name of the foreign limited liability company and, if different, the name under which it proposes to register and transact business in this state;

(2) The state or other jurisdiction in which the foreign limited liability company is organized and date of the foreign limited liability company's organization;

(3) The name and address of the resident agent required by section 7-16-11;

(4) A statement that the secretary of state is appointed the agent of the foreign limited liability company for service of process if at any time there is no resident agent or if the resident agent cannot be found or served following the exercise of reasonable diligence;

(5) The address of any office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction;

(6) A mailing address for the foreign limited liability company; {DEL and DEL}

{ADD (7) A statement of whether the limited liability company is to be managed by its members or by one (1) or more managers, and if the limited liability company has managers at the time of its application, the name and address of each manager; and ADD}

{DEL (7) DEL} {ADD (8) ADD} Such additional information as may be necessary or appropriate in order to enable the secretary of state to determine whether such foreign limited liability company is entitled to transact business in this state.

7-16-61. Approval of merger or consolidation. -- (a) A proposed plan of merger or consolidation complying with the requirements of section 7-16-60 shall be approved by the domestic constituent entitles in the manner provided by this section:

(1) A limited liability company party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved by the unanimous consent of the members, unless the operating agreement of such limited liability company provides otherwise, the consent of a member to be evidenced in any manner specified in an operating agreement, but in the absence of such specification, consent shall be evidenced by a written instrument, dated and signed by the member, or evidenced by a vote taken at a meeting of the members called in accordance with the operating agreement and maintained in the records of the limited liability company;

(2) A domestic corporation party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by the laws of this state for mergers of corporations with other corporations;

(3) A domestic limited partnership party to a proposed merger or consolidation shall have the plan of merger or consolidation, unless otherwise provided in the limited partnership agreement, authorized and approved {DEL by all general partners and all limited partners DEL} {ADD in the manner and by the vote required by the laws of this state for mergers or consolidations of a domestic limited partnership with other limited partnerships or other business entities ADD} .

(b) After a merger or consolidation is authorized, unless the plan of merger or consolidation provides otherwise, and at any time before articles of merger or consolidation are filed under section 7-16-62, the plan or merger or consolidation may be abandoned (subject to any contractual rights), in accordance with the procedure set forth in the plan of merger or consolidation or, if none is set forth, as follows:

(1) By the unanimous consent of the members of each limited liability company that is a constituent entity, unless the operating agreement of any such limited liability company provides otherwise;

(2) By the vote of the board of directors of any corporation that is a constituent entity;

(3) By the approval of all general partners and all limited partners of any limited partnership that is a constituent entity unless the limited partnership agreement provides otherwise.

7-16-65. Filing, service, and copying fees. -- The secretary of state shall charge and collect:

(a) For filing the original articles of organization, a fee of $150.00;

(b) For amending, restating or amending and restating the articles of organization, a fee of $50.00 {DEL ; DEL} {ADD , provided that a fee of ten dollars ($10.00) shall be payable if the amendment is solely to indicate a change in managers pursuant to section 7-16-12(a)(2); ADD}

(c) For filing articles of merger or consolidation and issuing a certificate, a fee of $100.00;

(d) For filing articles of dissolution, a fee of $50.00;

(e) For issuing a certificate for any other purpose, a fee of $15.00;

(f) For furnishing a certified copy of any document, instrument or paper relating to a domestic or foreign limited liability company, a fee of $.50 per page and $5.00 for the certificate and affirming the seal thereto;

(g) For accepting an application for reservation of a name, or for filing a notice of the transfer or cancellation of any name reservation, a fee of $50.00;

(h) For filing a fictitious business name statement or abandonment of use of a fictitious business name, a fee of $50.00;

(i) For filing a statement of change of resident agent or address of registered agent, or both, a fee of $20.00; and

(j) For any service of notice, demand or process upon the registered agent of a foreign or domestic limited liability company, a fee of $15.00, which amount may be recovered as taxable costs by the party to be sued, action or proceeding causing such service to be made if such party prevails therein.

(k) For filing an annual report, a fee of $50.00;

(l) For filing a certificate of correction, a fee of $50.00;

(m) For filing an application for registration as a foreign limited liability company, a fee of $150.00;

(n) For filing a certificate of amendment to the registration of a foreign limited liability company, a fee of $50.00 {DEL ; DEL} {ADD , provided that a fee of ten dollars ($10.00) shall be payable if the amendment is solely to indicate a change in managers pursuant to section 7-16-52; ADD} and

(o) For filing a certificate of cancellation of a foreign limited liability company, a fee of $75.00.

7-16-66. Annual report of domestic and foreign limited liability companies. -- (a) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this state, shall file, between the first day of September and the first day of November, in each year following the calendar year in which its original articles of organization or application for registration were filed with the secretary of state, an annual report setting forth:

(1) The name and address of the principal office of the limited liability company;

(2) The state or other jurisdiction under the laws of which it is formed;

(3) The name and address of its resident agent;

(4) The current mailing address of the limited liability company and the name or title of a person to whom communications may be directed;

(5) A brief statement of the character of the business in which the {DEL corporation DEL} {ADD limited liability company ADD} is actually engaged in this state; and

(6) Any additional information required by the secretary of state {DEL . DEL} {ADD ; and ADD}

{ADD (7) If the limited liability company has managers, the name and address of each manager of the limited liability company. ADD}

(b) The information in the annual report shall be given as of the date of the execution of the report. It shall be executed by an authorized person of the domestic limited liability company and by a person with authority to do so under the laws of the state or other jurisdiction of organization of a foreign limited liability company.

SECTION 6. The provisions of this act shall apply to all limited liability companies formed on or after September 1, 1997 under the Rhode Island Limited Liability Company Act and to foreign limited liability companies that register to do business in Rhode Island on or after September 1, 1997, provided that domestic or foreign limited liability companies that existed prior to September 1, 1997 (i) may elect to become subject to the provisions of this act by amending their operating agreement and filing such amendments to their articles of organization or application for registration as a foreign limited liability company as may be required by the provisions of this act and (ii) shall be subject to the filing requirements of this act as of the due date of their next succeeding annual report. Unless otherwise agreed to by the members of the limited liability company, nothing herein shall require any existing limited liability company to comply with the provisions of this act or to take any other action with respect thereto in order to preserve or continue its status as a limited liability company.

SECTION 7. The provisions of this act shall apply to all limited partnerships formed on or after September 1, 1997 under the Rhode Island Revised Uniform LImited Partnership Act and to foreign limited partnerships that register to do business in Rhode Island on or after September 1, 1997, provided that domestic or foreign limited partnerships that existed prior to September 1, 1997 may elect to become subject to the provisions of this act by amending their partnership agreement and filing such amendments to their certificate of limited partnership or application for registration as a foreign limited partnership as may be required by the provisions of this act. Unless otherwise agreed to by the partners, nothing herein shall require any existing limited partnership to comply with the provisions of this act or to take any other action with respect thereto in order to preserve or continue its status as a limited partnership.

SECTION 8. The provisions of this act shall apply to all corporations formed under the Rhode Island Business Corporation Act to the extent the articles of incorporation and by-laws of such corporation are not inconsistent with the provisions of this act. Unless otherwise agreed by the shareholders of the corporation, nothing herein shall require an existing corporation to comply with the provisions of this act or to take any other action with respect thereto to preserve or continue its status as a corporation.

SECTION 9. The provisions of this act shall apply to all nonprofit corporations formed under the Rhode Island Nonprofit Corporation Act to the extent the articles of incorporation and by-laws of such nonprofit corporation are not inconsistent with the provisions of this act. Unless otherwise agreed by the members of the nonprofit corporation, nothing herein shall require an existing nonprofit corporation to comply with the provisions of this act or to take any other action with respect thereto to preserve or continue its status as a nonprofit corporation.

SECTION 10. This act shall take effect upon passage.