TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-16
The Rhode Island Limited Liability Company Act

SECTION 7-16-2


§ 7-16-2 Definitions.

As used in this chapter, unless the context otherwise requires:

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

(2) "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.

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

(4) "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 1.2 of this title.

(5) "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.

(6) "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.

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

(8) "Corporation" means a business corporation formed under chapter 1.2 of this title or a foreign corporation.

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

(10) "Delivering/Delivered" means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state.

(11) "Filing" means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state.

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

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

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

(15) "Limited liability company" or "domestic limited liability company" means an entity that is organized and existing under the laws of this state pursuant to this chapter.

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

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

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

(19) "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.

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

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

(22) "Person" means a natural person, partnership, limited partnership, domestic or foreign limited liability company, trust, estate, corporation, nonbusiness corporation or other association.

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

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

(25) "Signature" or "Signed" or "Executed" means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state.

(26) "Electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

(27) "L3C" or "low-profit limited liability company" means a limited liability company that is organized and existing under the laws of this state under this chapter and which satisfies the requirements of § 7-16-76.

History of Section.
(P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2005, ch. 36, § 9; P.L. 2005, ch. 72, § 9; P.L. 2008, ch. 57, § 5; P.L. 2008, ch. 123, § 5; P.L. 2011, ch. 67, § 1; P.L. 2011, ch. 79, § 1.)