Title 7 — Corporations, Associations, and Partnerships

Chapter 7-1 Corporations — General Provisions

§ 7-1-1 — 7-1-4 [Repealed.]

§ 7-1-5 Corporations organized for the business of insurance.

§ 7-1-5.1 [Repealed.]

§ 7-1-5.2 Mutual insurance associations — Applicability of chapter.

§ 7-1-6 Time allowed for organization of corporations created by legislative act.

§ 7-1-7 Fees payable by corporations created by legislative act.

§ 7-1-7.1 Filings to be originals.

§ 7-1-8 — 7-1-12 [Repealed.]

§ 7-1-13 Legislative control of future charters.

§ 7-1-14 Continuation for special purposes of statutes otherwise repealed.

§ 7-1-15, 7-1-16. [Repealed.]

§ 7-1-17 Receipt of property for charitable purposes in excess of authorized holdings.

§ 7-1-18 — 7-1-20 [Repealed.]

§ 7-1-21 Agreements as to disposition of stock or insurance on death of stockholder.

§ 7-1-22 [Repealed.]

§ 7-1-23 Recovery of penalties — Compromise.

§ 7-1-24 — 7-1-26 [Repealed.]

Chapter 7-1.1 Business Corporations [Repealed.]

§ 7-1.1-1 — 7-1.1-141 [Repealed.]

Chapter 7-1.2 Rhode Island Business Corporation Act

Part 1 General Provisions

§ 7-1.2-101 Short title.

§ 7-1.2-102 Reservation of power.

§ 7-1.2-103 Effect of repeal of prior acts.

§ 7-1.2-104 Severability.

§ 7-1.2-105 Execution, filing and recording of instruments.

§ 7-1.2-106 Definitions.

Part 2 Incorporation

§ 7-1.2-201 Incorporators and organization of the corporation.

§ 7-1.2-202 Articles of incorporation.

§ 7-1.2-203 Bylaws.

Part 3 Purposes and Powers

§ 7-1.2-301 Purposes.

§ 7-1.2-302 Powers.

§ 7-1.2-303 Defense of ultra vires.

Part 4 Name

§ 7-1.2-401 Corporate name.

§ 7-1.2-402 Fictitious business name.

§ 7-1.2-403 Reserved name.

§ 7-1.2-404 Registered name.

Part 5 Office and Agent

§ 7-1.2-501 Registered office and registered agent — Designation of registered agent without authority.

§ 7-1.2-502 Change of registered office or registered agent.

§ 7-1.2-503 Service of process on corporation.

Part 6 Shares Issuance and Distributions

§ 7-1.2-601 Right of corporation to acquire, dispose of and cancel its own shares.

§ 7-1.2-602 Authorized shares — Shares in classes or series — Issuance of shares.

§ 7-1.2-603 Subscription for shares.

§ 7-1.2-604 Issuance of and consideration for shares.

§ 7-1.2-605 Par value per share.

§ 7-1.2-606 Share rights and options.

§ 7-1.2-607 Expenses of organization, reorganization and financing.

§ 7-1.2-608 Form and content of certificates.

§ 7-1.2-609 Share transfer and ownership restrictions.

§ 7-1.2-610 Fractional shares.

§ 7-1.2-611 Bonds — Facsimile signatures and seals.

§ 7-1.2-612 Liability of subscribers and shareholders.

§ 7-1.2-613 Shareholder’s preemptive rights.

§ 7-1.2-614 Distributions to shareholders.

Part 7 Shareholders

§ 7-1.2-701 Meetings of shareholders.

§ 7-1.2-702 Notice to shareholders.

§ 7-1.2-703 Closing of transfer books and fixing record date.

§ 7-1.2-704 Voting list.

§ 7-1.2-705 Quorum of shareholders required for shareholders’ action.

§ 7-1.2-706 Greater voting requirements.

§ 7-1.2-707 Action by shareholders without a meeting.

§ 7-1.2-708 Voting of shares.

§ 7-1.2-709 Voting trusts and agreements among shareholders.

§ 7-1.2-710 Voting and inspection rights of bondholders and debenture holders.

§ 7-1.2-711 Actions by shareholders.

Part 8 Directors and Officers

§ 7-1.2-801 Board of directors.

§ 7-1.2-802 Number and election of directors.

§ 7-1.2-803 Classification of directors.

§ 7-1.2-804 Vacancies.

§ 7-1.2-805 Removal of directors.

§ 7-1.2-806 Quorum of directors.

§ 7-1.2-807 Director and officer conflicts of interest.

§ 7-1.2-808 Executive and other committees.

§ 7-1.2-809 Place, notice, and form of notice of directors’ and committee meetings.

§ 7-1.2-810 Action by directors without a meeting.

§ 7-1.2-811 Liability of directors in certain cases.

§ 7-1.2-812 Officers.

§ 7-1.2-813 Resignation and removal of officers.

§ 7-1.2-814 Indemnification.

Part 9 Amendment of Articles of Incorporation

§ 7-1.2-901 Right to amend articles of incorporation.

§ 7-1.2-902 Right to amend legislative charters.

§ 7-1.2-903 Procedure to amend articles of incorporation.

§ 7-1.2-904 Class voting on amendments.

§ 7-1.2-905 Articles of amendment.

§ 7-1.2-906 Restated articles of incorporation.

§ 7-1.2-907 Amendment of articles of incorporation in reorganization proceedings.

Part 10 Merger; Conversion

§ 7-1.2-1001 Procedure for merger.

§ 7-1.2-1002 Approval by shareholders of merger.

§ 7-1.2-1003 Articles of merger.

§ 7-1.2-1004 Merger of subsidiary corporation.

§ 7-1.2-1005 Effect of merger.

§ 7-1.2-1006 Merger of domestic and foreign corporations or other business entities.

§ 7-1.2-1007 Conversion of other entities to a domestic corporation.

§ 7-1.2-1008 Conversion of a domestic corporation to other entities.

Part 11 Dispositions

§ 7-1.2-1101 Sale of assets in regular course of business and mortgage or pledge of assets.

§ 7-1.2-1102 Sale of assets other than in regular course of business.

Part 12 Dissenters’ Rights

§ 7-1.2-1201 Right of shareholders to dissent.

§ 7-1.2-1202 Rights of dissenting shareholders.

Part 13 Dissolution and Revocation

§ 7-1.2-1301 Voluntary dissolution by incorporators.

§ 7-1.2-1302 Voluntary dissolution by consent of shareholders.

§ 7-1.2-1303 Voluntary dissolution by act of corporation.

§ 7-1.2-1304 Revocation of voluntary dissolution proceedings by consent of shareholders.

§ 7-1.2-1305 Revocation of voluntary dissolution proceedings by act of corporation.

§ 7-1.2-1306 Filing of statement of revocation of voluntary dissolution proceedings.

§ 7-1.2-1307 Effect of statement of revocation of voluntary dissolution proceedings.

§ 7-1.2-1308 Articles of dissolution.

§ 7-1.2-1309 Filing of articles of dissolution.

§ 7-1.2-1310 Revocation of articles of incorporation.

§ 7-1.2-1311 Issuance of certificates of revocation.

§ 7-1.2-1312 Withdrawal of certificate of revocation.

§ 7-1.2-1313 Appeal from revocation of articles of incorporation.

§ 7-1.2-1314 Jurisdiction of court to liquidate assets and business of corporation.

§ 7-1.2-1315 Avoidance of dissolution by share buyout.

§ 7-1.2-1316 Procedure in liquidation of corporation by court.

§ 7-1.2-1317 Bond of receivers.

§ 7-1.2-1318 Filing of claims in liquidation proceedings.

§ 7-1.2-1319 Discontinuance of liquidation proceedings.

§ 7-1.2-1320 Decree of involuntary dissolution.

§ 7-1.2-1321 Filing of decree of dissolution.

§ 7-1.2-1322 Deposit with state treasury of amount due certain shareholders.

§ 7-1.2-1323 Jurisdiction of court to appoint a receiver.

§ 7-1.2-1324 Survival of remedy after dissolution.

§ 7-1.2-1325 Continuation of certain corporate powers.

Part 14 Foreign Corporations

§ 7-1.2-1401 Admission of foreign corporation and other entities.

§ 7-1.2-1402 Powers of foreign corporation.

§ 7-1.2-1403 Corporate name of foreign corporation.

§ 7-1.2-1404 Change of name by foreign corporation.

§ 7-1.2-1405 Application for certificate of authority.

§ 7-1.2-1406 Filing of application for certificate of authority.

§ 7-1.2-1407 Effect of certificate of authority.

§ 7-1.2-1408 Registered office and registered agent of foreign corporation.

§ 7-1.2-1409 Change of registered office or registered agent of foreign corporation.

§ 7-1.2-1410 Service of process on foreign corporation.

§ 7-1.2-1411 Amended certificate of authority.

§ 7-1.2-1411.1 Foreign application for transfer of authority.

§ 7-1.2-1412 Withdrawal of foreign corporation.

§ 7-1.2-1413 Filing of application for withdrawal.

§ 7-1.2-1414 Revocation of certificate of authority.

§ 7-1.2-1415 Issuance of certificate of revocation.

§ 7-1.2-1416 Withdrawal of certificate of revocation.

§ 7-1.2-1417 Application to corporations previously authorized to transact business in this state.

§ 7-1.2-1418 Transacting business without certificate of authority.

Part 15 Reports and Records

§ 7-1.2-1501 Annual reports of domestic and foreign corporations.

§ 7-1.2-1502 Books and records.

Part 16 The Secretary of State and Fees

§ 7-1.2-1601 The secretary of state.

§ 7-1.2-1602 Fees and charges payable to the secretary of state upon filing, certifying or copying of papers.

§ 7-1.2-1603 Penalties imposed upon officers and directors.

§ 7-1.2-1604 Interrogatories.

§ 7-1.2-1605 Certificates and certain copies to be received in evidence.

Part 17 Close Corporations

§ 7-1.2-1701 Close corporations.

Part 18 Miscellaneous

§ 7-1.2-1801 Unauthorized assumption of corporate powers.

§ 7-1.2-1802 Application to existing corporations organized under general acts.

§ 7-1.2-1803 Application to foreign and interstate commerce.

§ 7-1.2-1804 Applicability to corporations created by special acts.

§ 7-1.2-1805 Confirmation of state fees and taxes.

Chapter 7-2 Business Corporations — Formation and Powers [Repealed.]

§ 7-2-1 — 7-2-32 [Repealed.]

Chapter 7-3 Business Corporations — Capital and Dividends [Repealed.]

§ 7-3-1 — 7-3-32 [Repealed.]

Chapter 7-4 Business Corporations — Officers, Directors, and Stockholders

§ 7-4-1, 7-4-2. [Repealed.]

§ 7-4-3 Voting on stock held by fiduciaries and pledgees.

§ 7-4-4 — 7-4-14 [Repealed.]

§ 7-4-15 Rights and liabilities surviving death of officer, director, or stockholder.

§ 7-4-16 Survival of suits against officers, directors, and stockholders.

§ 7-4-17 — 7-4-19 [Repealed.]

Chapter 7-5 Business Corporations — Reorganization, Dissolution, and Sale of Assets

§ 7-5-1 — 7-5-18 [Repealed.]

§ 7-5-19 Dissolution of quasi-municipal corporations and financial institutions.

§ 7-5-20 — 7-5-26 [Repealed.]

Chapter 7-5.1 Professional Service Corporations

§ 7-5.1-1 Application of general corporation law.

§ 7-5.1-2 Definitions.

§ 7-5.1-3 Authority to practice.

§ 7-5.1-4 Investments.

§ 7-5.1-5 Eligibility of personnel — Transfer of stock.

§ 7-5.1-6 Qualifications of employees.

§ 7-5.1-7 Names.

§ 7-5.1-8 Insurance required.

§ 7-5.1-9 Privileged communications.

§ 7-5.1-10 Powers of regulatory agency.

§ 7-5.1-11 Severability.

§ 7-5.1-12 Short title.

Chapter 7-5.2 Business Combination Act

§ 7-5.2-1 Short title.

§ 7-5.2-2 Legislative findings.

§ 7-5.2-3 Definitions.

§ 7-5.2-4 Approval of acquisitions.

§ 7-5.2-5 Exemptions.

§ 7-5.2-6 Effect of invalidity of part of this chapter.

§ 7-5.2-7 Validation of rights plans.

§ 7-5.2-8 Duties in response to acquisition proposals.

Chapter 7-5.3 Benefit Corporations

§ 7-5.3-1 Application and effect of chapter.

§ 7-5.3-2 Definitions.

§ 7-5.3-3 Incorporation of benefit corporation.

§ 7-5.3-4 Election of benefit corporation status.

§ 7-5.3-5 Termination of benefit corporation status.

§ 7-5.3-6 Corporate purposes.

§ 7-5.3-7 Standard of conduct for directors.

§ 7-5.3-8 Benefit director.

§ 7-5.3-9 Standard of conduct for officers.

§ 7-5.3-10 Benefit officer.

§ 7-5.3-11 Right of action.

§ 7-5.3-12 Preparation of annual benefit report.

§ 7-5.3-13 Availability of annual benefit report.

Chapter 7-6 Rhode Island Nonprofit Corporation Act

§ 7-6-1 Short title.

§ 7-6-2 Definitions.

§ 7-6-3 Corporations to which this chapter applies.

§ 7-6-4 Purposes.

§ 7-6-5 General powers.

§ 7-6-6 Indemnification.

§ 7-6-7 Guarantee authorized by members.

§ 7-6-8 Limiting powers of certain corporations.

§ 7-6-9 Exemption from liability.

§ 7-6-10 Defense of ultra vires.

§ 7-6-11 Corporate name.

§ 7-6-11.1 Reservation of name — Transfer of reserved name.

§ 7-6-12 Registered office and registered agent.

§ 7-6-13 Change of registered office or registered agent.

§ 7-6-14 Service of process on corporation.

§ 7-6-15 Members.

§ 7-6-16 Bylaws.

§ 7-6-17 Bylaws and other powers in emergency.

§ 7-6-18 Meetings of members.

§ 7-6-19 Notice of members’ meetings.

§ 7-6-20 Voting.

§ 7-6-21 Quorum.

§ 7-6-22 Board of directors.

§ 7-6-23 Number and election of directors.

§ 7-6-24 Vacancies on board of directors.

§ 7-6-25 Quorum of directors.

§ 7-6-26 Committees.

§ 7-6-26.1 Director conflicts of interest.

§ 7-6-27 Place and notice of directors’ meetings.

§ 7-6-28 Officers.

§ 7-6-29 Removal of officers.

§ 7-6-30 Books and records.

§ 7-6-31 Dividends prohibited.

§ 7-6-32 Loans to directors prohibited.

§ 7-6-33 Incorporators.

§ 7-6-34 Articles of incorporation.

§ 7-6-35 Filing of articles of incorporation.

§ 7-6-36 Effect of issuance of certificate of incorporation.

§ 7-6-37 Organization meetings.

§ 7-6-38 Right to amend articles of incorporation.

§ 7-6-39 Procedure to amend articles of incorporation.

§ 7-6-40 Articles of amendment.

§ 7-6-41 Effectiveness of amendment.

§ 7-6-41.1 Certificate of correction.

§ 7-6-42 Restated articles of incorporation.

§ 7-6-43 Procedure for merger.

§ 7-6-44 Procedure for consolidation.

§ 7-6-45 Approval of merger or consolidation.

§ 7-6-46 Articles of merger or consolidation.

§ 7-6-47 Effect of merger or consolidation.

§ 7-6-48 Merger or consolidation of domestic and foreign corporations.

§ 7-6-48.1 Conversion of other entities to a domestic nonprofit corporation.

§ 7-6-48.2 Filing of certificate of conversion to corporation (nonprofit).

§ 7-6-48.3 Conversion of a domestic nonprofit corporation to other entities.

§ 7-6-48.4 Filing of certificate of conversion to corporation (nonprofit).

§ 7-6-49 Sale, lease, exchange, or mortgage of assets.

§ 7-6-50 Voluntary dissolution.

§ 7-6-51 Distribution of assets.

§ 7-6-52 Plan of distribution.

§ 7-6-53 Revocation of voluntary dissolution proceedings.

§ 7-6-54 Articles of dissolution.

§ 7-6-55 Filing of articles of dissolution.

§ 7-6-56 Revocation of certificate of incorporation.

§ 7-6-57 Issuance of certificate of revocation.

§ 7-6-58 Withdrawal of certificate of revocation.

§ 7-6-59 Appeal from revocation of articles of incorporation.

§ 7-6-60 Jurisdiction of court to liquidate assets and affairs of the corporation.

§ 7-6-61 Procedure in liquidation of corporation by court.

§ 7-6-62 Qualification of receivers.

§ 7-6-63 Filing of claims in liquidation proceedings.

§ 7-6-64 Discontinuance of liquidation proceedings.

§ 7-6-65 Decree of involuntary dissolution.

§ 7-6-66 Filing of decree of dissolution.

§ 7-6-67 Deposits with general treasurer.

§ 7-6-68 Survival of remedy after dissolution.

§ 7-6-69 Continuation of certain corporate powers.

§ 7-6-70 Admission of foreign corporation.

§ 7-6-71 Powers of foreign corporation.

§ 7-6-72 Corporate name of foreign corporation.

§ 7-6-73 Change of name by foreign corporation.

§ 7-6-74 Application by foreign corporation for certificate of authority.

§ 7-6-75 Filing of application by foreign corporation for certificate of authority.

§ 7-6-76 Effect of certificate of authority by foreign corporation.

§ 7-6-77 Registered office and registered agent of foreign corporation.

§ 7-6-78 Change of registered office or registered agent of foreign corporation.

§ 7-6-79 Service of process on foreign corporation.

§ 7-6-80 Amendment to articles of incorporation of foreign corporation.

§ 7-6-80.1 Foreign application for transfer of authority.

§ 7-6-81 Merger of foreign corporation authorized to conduct affairs in this state.

§ 7-6-82 Amended certificate of authority.

§ 7-6-83 Withdrawal of foreign corporation.

§ 7-6-84 Filing of application for withdrawal.

§ 7-6-85 Revocation of certificate of authority.

§ 7-6-86 Issuance of certificate of revocation.

§ 7-6-87 Withdrawal of certificates of revocation.

§ 7-6-88 Appeal from revocation of certificate of authority.

§ 7-6-89 Conducting affairs without certificate of authority.

§ 7-6-90 Annual report of domestic and foreign corporations.

§ 7-6-91 Filing of annual report of domestic and foreign corporations.

§ 7-6-92 Fees for filing documents and issuing certificates.

§ 7-6-93 Miscellaneous charges.

§ 7-6-94 Penalties imposed upon corporation.

§ 7-6-95 Penalties imposed upon directors and officers.

§ 7-6-96 Interrogatories by secretary of state.

§ 7-6-97 Information disclosed by interrogatories.

§ 7-6-98 Powers of secretary of state.

§ 7-6-99 Appeal from secretary of state.

§ 7-6-100 Certificates and certified copies to be received in evidence.

§ 7-6-101 Forms to be furnished by secretary of state.

§ 7-6-102 Greater voting requirements.

§ 7-6-103 Waiver of notice.

§ 7-6-104 Action by incorporators, members, or directors without a meeting.

§ 7-6-105 Unauthorized assumption of corporate powers.

§ 7-6-106 Reservation of power.

§ 7-6-107 Effect of repeal of prior chapters.

§ 7-6-108 Effect of invalidity of part of this chapter.

Chapter 7-6.1 Cooperative Housing Corporations

§ 7-6.1-1 Purpose of chapter.

§ 7-6.1-2 Applicability of chapter — Amendment of articles of incorporation to comply with chapter.

§ 7-6.1-3 Cooperative housing corporations subject to certain laws.

§ 7-6.1-4 Definitions.

§ 7-6.1-5 Applicability of other laws — Conflict of laws.

§ 7-6.1-6 Articles of organization.

§ 7-6.1-7 Name.

§ 7-6.1-8 Name — Forfeiture — Judicial action.

§ 7-6.1-9 Power to make, amend, or repeal bylaws.

§ 7-6.1-10 Articles or bylaws.

§ 7-6.1-11 Net savings — Apportionment.

§ 7-6.1-12 Termination of proprietary leases.

§ 7-6.1-13 Loans.

Chapter 7-6.2 Workers’ Cooperatives

§ 7-6.2-1 Legislative purpose.

§ 7-6.2-2 Definitions.

§ 7-6.2-3 Corporations organized under general corporation law; election to be governed as workers’ cooperative.

§ 7-6.2-4 Application of general corporation law — Business corporation tax — Other taxes and programs.

§ 7-6.2-5 Revocation of election.

§ 7-6.2-6 Members — Membership shares — Fees — Rights and responsibilities.

§ 7-6.2-7 Voting shares — Bylaws — Amendment of certificate of incorporation.

§ 7-6.2-8 Net earnings or losses — Apportionment, distribution, and payment.

§ 7-6.2-9 Directors; officers.

§ 7-6.2-10 Internal capital accounts — Recall or redemption of shares — Interest — Collective reserve account.

§ 7-6.2-11 Conversion of membership shares and internal capital accounts upon revocation of election; consolidation or merger.

§ 7-6.2-12 Severability.

Chapter 7-7 Producers’ Cooperatives

§ 7-7-1 Definitions.

§ 7-7-2 Power to form associations.

§ 7-7-3 Contents and filing of articles of association.

§ 7-7-4 Incorporation fee — Certificate — Articles as evidence.

§ 7-7-5 Associations deemed nonprofit.

§ 7-7-6 General powers of associations.

§ 7-7-7 Bylaws.

§ 7-7-8 Qualifications of members.

§ 7-7-9 Membership certificates — Settlement on termination of membership.

§ 7-7-10 Voting rights.

§ 7-7-11 Limited liability of members and stockholders.

§ 7-7-12 Transfer of stock.

§ 7-7-13 Restriction on dividends.

§ 7-7-14 Directors — Meetings of association.

§ 7-7-15 Amendment of articles.

§ 7-7-16 Marketing contract — Enforcement.

§ 7-7-17 Annual report — Examination of books.

§ 7-7-18 Federation and cooperation between associations.

§ 7-7-19 Use of name restricted to associations under chapter.

§ 7-7-20 Application of general corporation law.

§ 7-7-21 Annual tax.

§ 7-7-22 Previously incorporated associations.

Chapter 7-8 Consumers’ Cooperatives

§ 7-8-1 Short title.

§ 7-8-2 Definitions.

§ 7-8-3 Authorized purposes.

§ 7-8-4 Application of general corporation law.

§ 7-8-5 Federation and cooperation between associations.

§ 7-8-6 Contents of articles of association.

§ 7-8-7 Name of association.

§ 7-8-8 Fee payable to secretary of state by nonstock corporation.

§ 7-8-9 Amendment of articles.

§ 7-8-10 Contents of bylaws.

§ 7-8-11 Meetings of members.

§ 7-8-12 Voting rights.

§ 7-8-13 Proxy and mail votes.

§ 7-8-14 Mail voting included in statutory provisions.

§ 7-8-15 Apportionment of directors among units.

§ 7-8-16 Restriction on dividends.

§ 7-8-17 Membership of organizations — Payment of capital as prerequisite to membership.

§ 7-8-18 Share and membership certificates.

§ 7-8-19 Application of corporation and franchise taxes to associations without stock.

§ 7-8-20 Association’s preemptive right to repurchase shares.

§ 7-8-21 Transfer of holdings.

§ 7-8-22 Recall of shares.

§ 7-8-23 Impairment of solvency prohibited.

§ 7-8-24 Expulsion of members.

§ 7-8-25 Exemption of holdings from attachment.

§ 7-8-26 Apportionment of net savings.

§ 7-8-27 Contents of annual report.

§ 7-8-28 Distribution of assets on dissolution.

§ 7-8-29 Bonding of officers and employees.

§ 7-8-30 Annual audit of books.

§ 7-8-31 Exemption from securities law.

§ 7-8-32 Acceptance of chapter by cooperatives formed under other law.

§ 7-8-33 Use of word “cooperative”.

§ 7-8-34 Inapplicable law.

§ 7-8-35 Severability.

Chapter 7-9 Additional Powers of Corporations

§ 7-9-1 Power to enter guaranty and suretyship contracts.

§ 7-9-2 Power to execute bonds and obligations.

§ 7-9-3 Acceptance of corporate bond as sole surety.

§ 7-9-4 Purpose of provisions.

§ 7-9-5 Allowance of bonding costs in accounts.

§ 7-9-6 Premiums for bonds payable to state.

§ 7-9-7 Estoppel of corporation to deny authority.

§ 7-9-8 — 7-9-12 [Repealed.]

Chapter 7-10 Transfer of Corporate Stock [Repealed.]

§ 7-10-1 — 7-10-23 [Repealed.]

Chapter 7-11 Rhode Island Uniform Securities Act

Part I Definitions

§ 7-11-101 Definitions.

Part II Licensing of Broker-Dealers, Sales Representatives, and Investment Advisers and Investment Adviser Representatives

§ 7-11-201 Broker-dealer and sales representative licensing.

§ 7-11-202 Exempt broker-dealers and sales representatives.

§ 7-11-203 Investment adviser and investment adviser representative licensing.

§ 7-11-204 Exempt investment advisers and investment adviser representatives.

§ 7-11-205 Application.

§ 7-11-206 Licensing and notice fees; and filing requirements for federal covered advisers.

§ 7-11-207 Examinations.

§ 7-11-208 Licensing.

§ 7-11-209 Post-licensing requirements.

§ 7-11-210 Licensing of successor firms.

§ 7-11-211 Inspection power.

§ 7-11-212 Grounds for denial, suspension, and revocation.

§ 7-11-213 Denial, suspension, or revocation on grounds of lack of qualification.

§ 7-11-214 Withdrawal.

§ 7-11-215 Custody of clients’ securities and funds.

Part III Registration of Securities

§ 7-11-301 Registration requirement.

§ 7-11-302 Registration by filing.

§ 7-11-303 Registration by coordination.

§ 7-11-304 Registration by qualification.

§ 7-11-305 Provisions applicable to registration generally.

§ 7-11-306 Denial, suspension, and revocation of registration.

§ 7-11-307 Federal covered securities.

Part IV Exemptions from Registration

§ 7-11-401 Exempt securities.

§ 7-11-402 Exempt transactions.

§ 7-11-403 Provisions applicable to exemptions generally.

§ 7-11-404 Filing of sales and advertising literature.

Part V Fraudulent and Other Prohibited Practices

§ 7-11-501 Offers, sales, and purchases.

§ 7-11-502 Market manipulation.

§ 7-11-503 Prohibited transactions by investment advisers, federal covered advisers.

§ 7-11-504 Misleading filings.

§ 7-11-505 Unlawful representations concerning licensing, registration, or exemption.

Part VI Enforcement and Civil Liability

§ 7-11-601 Investigations — Subpoena power.

§ 7-11-602 Enforcement.

§ 7-11-603 Power of court to grant relief.

§ 7-11-604 Criminal penalties.

§ 7-11-605 Civil liability.

§ 7-11-606 Civil statute of limitations.

§ 7-11-607 Rescission and settlement offers.

§ 7-11-608 General liability provisions.

Part VII Administration

§ 7-11-701 Administration.

§ 7-11-702 Prohibitions on use of information.

§ 7-11-703 Public information — Confidentiality.

§ 7-11-704 Cooperation with other agencies.

§ 7-11-705 Rules, forms, and orders.

§ 7-11-706 Declaratory orders and rulings.

§ 7-11-707 Good faith reliance.

§ 7-11-708 Consent to service of process.

§ 7-11-709 Administrative files and records.

§ 7-11-710 Administrative proceedings.

§ 7-11-711 Provisions applicable to administrative proceedings.

§ 7-11-712 Emergency administrative proceedings.

Part VIII Miscellaneous Provisions

§ 7-11-801 Scope of chapter.

§ 7-11-802 Contract provisions.

§ 7-11-803 Uniformity of application and construction.

§ 7-11-804 Short title.

§ 7-11-805 Severability clause.

§ 7-11-806 Repeal and saving provisions.

Chapter 7-11.1 The Uniform Transfer on Death Security Registration Act

§ 7-11.1-1 Short title — Rules of construction.

§ 7-11.1-2 Definitions.

§ 7-11.1-3 Registration in beneficiary form — Sole or joint tenancy ownership.

§ 7-11.1-4 Registration in beneficiary form — Applicable law.

§ 7-11.1-5 Origination of registration in beneficiary form.

§ 7-11.1-6 Form of registration in beneficiary form.

§ 7-11.1-7 Effect of registration in beneficiary form.

§ 7-11.1-8 Ownership on death of owner.

§ 7-11.1-9 Protection of registering entity.

§ 7-11.1-10 Nontestamentary transfer on death.

§ 7-11.1-11 Terms — Conditions — Forms for registration.

§ 7-11.1-12 Application of chapter.

Chapter 7-11.2 Senior Savings Protection Act

§ 7-11.2-1 Short title — Rules of construction.

§ 7-11.2-2 Definitions.

§ 7-11.2-3 Notification of agencies and family members.

§ 7-11.2-4 Refusal of request for disbursement.

§ 7-11.2-5 Immunity from liability.

§ 7-11.2-6 Website for training resources to prevent and detect financial exploitation.

Chapter 7-12 Partnerships

§ 7-12-1 Provisions in partnership agreements deemed nontestamentary.

§ 7-12-2 Death of partner — Statement delivered to administrator or executor.

§ 7-12-3 Examination of books and property by representative of deceased partner.

§ 7-12-4 Separate composition with creditors on dissolution of partnership.

§ 7-12-5 Separate composition as full discharge of partner.

§ 7-12-6 Payment by partner in excess of his or her proportion.

§ 7-12-7 Insolvency or absconding of partner.

§ 7-12-8 Memorandum exonerating partner on separate composition.

§ 7-12-9 Partners not discharged by separate composition — Defenses to creditor’s action.

§ 7-12-10 Application to joint debtors.

§ 7-12-11 Limited partnership law unaffected.

§ 7-12-12 [Repealed.]

§ 7-12-13 [Repealed.]

§ 7-12-14 [Repealed.]

§ 7-12-15 [Repealed.]

§ 7-12-16 [Repealed.]

§ 7-12-17 [Repealed.]

§ 7-12-18 [Repealed.]

§ 7-12-19 [Repealed.]

§ 7-12-20 [Repealed.]

§ 7-12-21 [Repealed.]

§ 7-12-22 [Repealed.]

§ 7-12-23 [Repealed.]

§ 7-12-24 [Repealed.]

§ 7-12-25 [Repealed.]

§ 7-12-26 [Repealed.]

§ 7-12-27 [Repealed.]

§ 7-12-28 [Repealed.]

§ 7-12-29 [Repealed.]

§ 7-12-30 [Repealed.]

§ 7-12-31 [Repealed.]

§ 7-12-31.1 Nature of business.

§ 7-12-32 [Repealed.]

§ 7-12-33 [Repealed.]

§ 7-12-34 [Repealed.]

§ 7-12-35 [Repealed.]

§ 7-12-36 [Repealed.]

§ 7-12-37 [Repealed.]

§ 7-12-38 [Repealed.]

§ 7-12-39 [Repealed.]

§ 7-12-40 [Repealed.]

§ 7-12-41 [Repealed.]

§ 7-12-42 [Repealed.]

§ 7-12-43 [Repealed.]

§ 7-12-44 [Repealed.]

§ 7-12-45 [Repealed.]

§ 7-12-46 [Repealed.]

§ 7-12-47 [Repealed.]

§ 7-12-48 [Repealed.]

§ 7-12-49 [Repealed.]

§ 7-12-50 [Repealed.]

§ 7-12-51 [Repealed.]

§ 7-12-52 [Repealed.]

§ 7-12-53 [Repealed.]

§ 7-12-54 [Repealed.]

§ 7-12-55 [Repealed.]

§ 7-12-56 [Repealed.]

§ 7-12-57 [Repealed.]

§ 7-12-58 [Repealed.]

§ 7-12-59 [Repealed.]

§ 7-12-60 [Repealed.]

Chapter 7-12.1 Uniform Partnership Act

Article 1 General Provisions

§ 7-12.1-101 Short title.

§ 7-12.1-102 Definitions.

§ 7-12.1-103 Knowledge; Notice.

§ 7-12.1-104 Governing law.

§ 7-12.1-105 Partnership agreement; Scope, Function, and Limitations.

§ 7-12.1-106 Partnership agreement — Effect on partnership and person becoming partner — Preformation agreement.

§ 7-12.1-107 Partnership agreement — Effect on third parties and relationship to records effective on behalf of partnership.

§ 7-12.1-108 Signing of records to be delivered for filing to secretary of state.

§ 7-12.1-109 Liability for inaccurate information in filed record.

§ 7-12.1-110 Application to existing relationships.

§ 7-12.1-110.1 Election of existing limited liability partnerships.

§ 7-12.1-111 Delivery of record.

§ 7-12.1-112 Signing and filing pursuant to judicial order.

§ 7-12.1-113 Filing requirements.

§ 7-12.1-114 Effective date and time.

§ 7-12.1-115 Withdrawal of filed record before effectiveness.

§ 7-12.1-116 Correcting filed record.

§ 7-12.1-117 Duty of secretary of state to file — Review of refusal to file — Delivery of record by secretary of state.

§ 7-12.1-117.1 Fees for filing documents and issuing certificates.

§ 7-12.1-118 Reservation of power to amend or repeal.

§ 7-12.1-119 Supplemental principles of law.

Article 2 Nature of Partnership

§ 7-12.1-201 Partnership as entity.

§ 7-12.1-202 Formation of partnership.

§ 7-12.1-203 Partnership property.

§ 7-12.1-204 When property is partnership property.

Article 3 Relations of Partners to Persons Dealing with Partnership

§ 7-12.1-301 Partner agent of partnership.

§ 7-12.1-302 Transfer of partnership property.

§ 7-12.1-303 Statement of partnership authority.

§ 7-12.1-304 Statement of denial.

§ 7-12.1-305 Partnership liable for partner’s actionable conduct.

§ 7-12.1-306 Partner’s liability.

§ 7-12.1-307 Actions by and against partnership and partners.

§ 7-12.1-308 Liability of purported partner.

Article 4 Relations of Partners to Each Other and to Partnership

§ 7-12.1-401 Partner’s rights and duties.

§ 7-12.1-402 Becoming partner.

§ 7-12.1-403 Form of contribution.

§ 7-12.1-404 Liability for contribution.

§ 7-12.1-405 Sharing of and right to distributions before dissolution.

§ 7-12.1-406 Limitations on distributions by limited liability partnership.

§ 7-12.1-407 Liability for improper distributions by limited liability partnership.

§ 7-12.1-408 Rights to information of partners and persons dissociated as partner.

§ 7-12.1-409 Standards of conduct for partners.

§ 7-12.1-410 Actions by partnership and partners.

§ 7-12.1-411 Continuation of partnership beyond definite term or particular undertaking.

Article 5 Transferable Interests and Rights of Transferees and Creditors

§ 7-12.1-501 Partner not co-owner of partnership property.

§ 7-12.1-502 Nature of transferable interest.

§ 7-12.1-503 Transfer of transferable interest.

§ 7-12.1-504 Charging order.

§ 7-12.1-505 Power of legal representative of deceased partner.

Article 6 Dissociation

§ 7-12.1-601 Events causing dissociation.

§ 7-12.1-602 Power to dissociate as partner — Wrongful dissociation.

§ 7-12.1-603 Effect of dissociation.

Article 7 Person’s Dissociation As a Partner When Business Not Wound Up

§ 7-12.1-701 Purchase of interest of person dissociated as partner.

§ 7-12.1-702 Power to bind and liability of person dissociated as partner.

§ 7-12.1-703 Liability of person dissociated as partner to other persons.

§ 7-12.1-704 Statement of dissociation.

§ 7-12.1-705 Continued use of partnership name.

Article 8 Dissolution and Winding Up

§ 7-12.1-801 Events causing dissolution.

§ 7-12.1-802 Winding up.

§ 7-12.1-803 Rescinding dissolution.

§ 7-12.1-804 Power to bind partnership after dissolution.

§ 7-12.1-805 Liability after dissolution of partner and person dissociated as partner.

§ 7-12.1-806 Disposition of assets in winding up — When contributions required.

§ 7-12.1-807 Known claims against dissolved limited liability partnership.

§ 7-12.1-808 Other claims against dissolved limited liability partnership.

§ 7-12.1-809 Court proceedings.

§ 7-12.1-810 Liability of partner and person dissociated as partner when claim against partnership barred.

Article 9 Limited Liability Partnership

§ 7-12.1-901 Statement of qualification.

§ 7-12.1-902 Permitted names.

§ 7-12.1-902.1 Fictitious business name.

§ 7-12.1-903 Administrative revocation of statement of qualification.

§ 7-12.1-903.1 Issuance of certificates of revocation.

§ 7-12.1-904 Reinstatement.

§ 7-12.1-905 Judicial review of denial of reinstatement.

§ 7-12.1-906 Reservation of name.

§ 7-12.1-907 Registration of name.

§ 7-12.1-908 Registered agent.

§ 7-12.1-909 Change of registered agent or address for registered agent by limited liability partnership.

§ 7-12.1-910 Resignation of registered agent.

§ 7-12.1-911 Change of name or address by registered agent.

§ 7-12.1-912 Service of process, notice, or demand.

§ 7-12.1-913 Annual report for secretary of state.

§ 7-12.1-914 Filing of returns with the tax administrator — Annual charge.

§ 7-12.1-915 Confirmation of state fees and taxes.

§ 7-12.1-916 Revocation of certificate of limited liability partnership or certificate of registration for nonpayment of fees or taxes.

Article 10 Foreign Limited Liability Partnership

§ 7-12.1-1001 Governing law.

§ 7-12.1-1002 Registration to do business in this state.

§ 7-12.1-1003 Foreign registration statement.

§ 7-12.1-1004 Amendment of foreign registration statement.

§ 7-12.1-1005 Activities not constituting doing business.

§ 7-12.1-1006 Noncomplying name of foreign limited liability partnership.

§ 7-12.1-1007 Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.

§ 7-12.1-1008 Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

§ 7-12.1-1009 Transfer of registration.

§ 7-12.1-1010 Revocation of registration.

§ 7-12.1-1011 Issuance of certificates of revocation.

§ 7-12.1-1012 Reinstatement.

§ 7-12.1-1013 Withdrawal of registration of registered foreign limited liability partnership.

§ 7-12.1-1014 Action by attorney general.

Part 1 General Provisions

§ 7-12.1-1101 Definitions.

§ 7-12.1-1102 Relationship of article to other laws.

§ 7-12.1-1103 Required notice or approval.

§ 7-12.1-1104 Nonexclusivity.

§ 7-12.1-1105 Reference to external facts.

§ 7-12.1-1106 Appraisal rights.

§ 7-12.1-1107 Excluded entities and transactions — Other applicable law.

Part 2 Merger

§ 7-12.1-1121 Merger authorized.

§ 7-12.1-1122 Plan of merger.

§ 7-12.1-1123 Approval of merger.

§ 7-12.1-1124 Amendment or abandonment of plan of merger.

§ 7-12.1-1125 Articles of merger — Effective date of merger.

§ 7-12.1-1126 Effect of merger.

Part 3 Interest Exchange

§ 7-12.1-1131 Interest exchange authorized.

§ 7-12.1-1132 Plan of interest exchange.

§ 7-12.1-1133 Approval of interest exchange.

§ 7-12.1-1134 Amendment or abandonment of plan of interest exchange.

§ 7-12.1-1135 Statement of interest exchange — Effective date of interest exchange.

§ 7-12.1-1136 Effect of interest exchange.

Part 4 Conversion

§ 7-12.1-1141 Conversion authorized.

§ 7-12.1-1142 Plan of conversion.

§ 7-12.1-1143 Approval of conversion.

§ 7-12.1-1144 Amendment or abandonment of plan of conversion.

§ 7-12.1-1145 Statement of conversion — Effective date of conversion.

§ 7-12.1-1146 Effect of conversion.

Part 5 Domestication

§ 7-12.1-1151 Domestication authorized.

§ 7-12.1-1152 Plan of domestication.

§ 7-12.1-1153 Approval of domestication.

§ 7-12.1-1154 Amendment or abandonment of plan of domestication.

§ 7-12.1-1155 Statement of domestication — Effective date of domestication.

§ 7-12.1-1156 Effect of domestication.

Article 12 Miscellaneous Provisions

§ 7-12.1-1201 Uniformity of application and construction.

§ 7-12.1-1202 Relation to Electronic Signatures in Global and National Commerce Act.

§ 7-12.1-1203 Savings clause.

§ 7-12.1-1204 Severability clause.

Chapter 7-13 Limited Partnerships [Repealed.]

§ 7-13-1 [Repealed.]

§ 7-13-2 [Repealed.]

§ 7-13-3 [Repealed.]

§ 7-13-4 [Repealed.]

§ 7-13-5 [Repealed.]

§ 7-13-6 [Repealed.]

§ 7-13-7 [Repealed.]

§ 7-13-8 [Repealed.]

§ 7-13-8.1 [Repealed.]

§ 7-13-8.2 [Repealed.]

§ 7-13-9 [Repealed.]

§ 7-13-10 [Repealed.]

§ 7-13-11 [Repealed.]

§ 7-13-12 [Repealed.]

§ 7-13-13 [Repealed.]

§ 7-13-14 [Repealed.]

§ 7-13-15 [Repealed.]

§ 7-13-16 [Repealed.]

§ 7-13-17 [Repealed.]

§ 7-13-18 [Repealed.]

§ 7-13-19 [Repealed.]

§ 7-13-20 [Repealed.]

§ 7-13-21 [Repealed.]

§ 7-13-22 [Repealed.]

§ 7-13-23 [Repealed.]

§ 7-13-24 [Repealed.]

§ 7-13-25 [Repealed.]

§ 7-13-26 [Repealed.]

§ 7-13-27 [Repealed.]

§ 7-13-28 [Repealed.]

§ 7-13-29 [Repealed.]

§ 7-13-30 [Repealed.]

§ 7-13-31 [Repealed.]

§ 7-13-32 [Repealed.]

§ 7-13-33 [Repealed.]

§ 7-13-34 [Repealed.]

§ 7-13-35 [Repealed.]

§ 7-13-36 [Repealed.]

§ 7-13-37 [Repealed.]

§ 7-13-39 [Repealed.]

§ 7-13-40 [Repealed.]

§ 7-13-41 [Repealed.]

§ 7-13-42 [Repealed.]

§ 7-13-43 [Repealed.]

§ 7-13-44 [Repealed.]

§ 7-13-45 [Repealed.]

§ 7-13-46 [Repealed.]

§ 7-13-47 [Repealed.]

§ 7-13-48 [Repealed.]

§ 7-13-49 [Repealed.]

§ 7-13-50 [Repealed.]

§ 7-13-51 [Repealed.]

§ 7-13-52 [Repealed.]

§ 7-13-52.1 [Repealed.]

§ 7-13-53 [Repealed.]

§ 7-13-54 [Repealed.]

§ 7-13-54.1 [Repealed.]

§ 7-13-55 [Repealed.]

§ 7-13-56 [Repealed.]

§ 7-13-57 [Repealed.]

§ 7-13-58 [Repealed.]

§ 7-13-59 [Repealed.]

§ 7-13-60 [Repealed.]

§ 7-13-61 [Repealed.]

§ 7-13-62 [Repealed.]

§ 7-13-63 [Repealed.]

§ 7-13-64 [Repealed.]

§ 7-13-65 [Repealed.]

§ 7-13-66 [Repealed.]

§ 7-13-67 [Repealed.]

§ 7-13-68 [Repealed.]

§ 7-13-69 [Repealed.]

Chapter 7-13.1 Uniform Limited Partnership Act

Part 1 General Provisions

§ 7-13.1-101 Short title.

§ 7-13.1-102 Definitions.

§ 7-13.1-103 Knowledge; Notice.

§ 7-13.1-104 Governing law.

§ 7-13.1-105 Partnership agreement; Scope, function, and limitations.

§ 7-13.1-106 Partnership agreement — Effect on limited partnership and person becoming partner — Preformation agreement.

§ 7-13.1-107 Partnership agreement — Effect on third parties and relationship to records effective on behalf of limited partnership.

§ 7-13.1-108 Required information.

§ 7-13.1-109 Dual capacity.

§ 7-13.1-110 Nature, purpose, and duration of limited partnership.

§ 7-13.1-111 Powers.

§ 7-13.1-112 Application to existing relationships — Effect of repeal of prior acts.

§ 7-13.1-113 Supplemental principles of law.

§ 7-13.1-114 Permitted names.

§ 7-13.1-114.1 Fictitious business name.

§ 7-13.1-115 Reservation of name.

§ 7-13.1-116 Registration of name.

§ 7-13.1-117 Registered agent.

§ 7-13.1-118 Change of registered agent or address for registered agent by limited partnership.

§ 7-13.1-119 Resignation of registered agent.

§ 7-13.1-120 Change of name or address by registered agent.

§ 7-13.1-121 Service of process, notice, or demand.

§ 7-13.1-122 Delivery of record.

§ 7-13.1-123 Fees for filing documents and issuing certificates.

§ 7-13.1-124 Reservation of power to amend or repeal.

Part 2 Formation — Certificate of Limited Partnership and Other Filings

§ 7-13.1-201 Formation of limited partnership — Certificate of limited partnership.

§ 7-13.1-202 Amendment or restatement of certificate of limited partnership.

§ 7-13.1-203 Signing of records to be delivered for filing to secretary of state.

§ 7-13.1-204 Signing and filing pursuant to judicial order.

§ 7-13.1-205 Liability for inaccurate information in filed record.

§ 7-13.1-206 Filing requirements.

§ 7-13.1-207 Effective date and time.

§ 7-13.1-208 Withdrawal of filed record before effectiveness.

§ 7-13.1-209 Correcting filed record.

§ 7-13.1-210 Duty of secretary of state to file — Review of refusal to file — Delivery of record by secretary of state.

§ 7-13.1-211 Certificate of good standing or registration.

§ 7-13.1-212 Annual report for secretary of state.

§ 7-13.1-213 Filing of returns with the tax administrator — Annual charge.

§ 7-13.1-214 Confirmation of state fees and taxes.

§ 7-13.1-215 Revocation of certificate of limited partnership or certificate of registration for nonpayment of fee.

Part 3 Limited Partners

§ 7-13.1-301 Becoming limited partner.

§ 7-13.1-302 No agency power of limited partner as limited partner.

§ 7-13.1-303 No liability as limited partner for limited partnership obligations.

§ 7-13.1-304 Rights to information of limited partner and person dissociated as limited partner.

§ 7-13.1-305 Limited duties of limited partners.

§ 7-13.1-306 Person erroneously believing self to be limited partner.

Part 4 General Partners

§ 7-13.1-401 Becoming general partner.

§ 7-13.1-402 General partner agent of limited partnership.

§ 7-13.1-403 Limited partnership liable for general partner’s actionable conduct.

§ 7-13.1-404 General partner’s liability.

§ 7-13.1-405 Actions by and against partnership and partners.

§ 7-13.1-406 Management rights of general partner.

§ 7-13.1-407 Rights to information of general partner and person dissociated as general partner.

§ 7-13.1-408 Reimbursement — Indemnification — Advancement — Insurance.

§ 7-13.1-409 Standards of conduct for general partners.

Part 5 Contributions and Distributions

§ 7-13.1-501 Form of contribution.

§ 7-13.1-502 Liability for contribution.

§ 7-13.1-503 Sharing of and right to distributions before dissolution.

§ 7-13.1-504 Limitations on distributions.

§ 7-13.1-505 Liability for improper distributions.

Part 6 Dissociation

§ 7-13.1-601 Dissociation as limited partner.

§ 7-13.1-602 Effect of dissociation as limited partner.

§ 7-13.1-603 Dissociation as general partner.

§ 7-13.1-604 Power to dissociate as general partner — Wrongful dissociation.

§ 7-13.1-605 Effect of dissociation as general partner.

§ 7-13.1-606 Power to bind and liability of person dissociated as general partner.

§ 7-13.1-607 Liability of person dissociated as general partner to other persons.

Part 7 Transferable Interests and Rights of Transferees and Creditors

§ 7-13.1-701 Nature of transferable interest.

§ 7-13.1-702 Transfer of transferable interest.

§ 7-13.1-703 Charging order.

§ 7-13.1-704 Power of legal representative of deceased partner.

Part 8 Dissolution and Winding Up

§ 7-13.1-801 Events causing dissolution.

§ 7-13.1-802 Winding up.

§ 7-13.1-803 Rescinding dissolution.

§ 7-13.1-804 Power to bind partnership after dissolution.

§ 7-13.1-805 Liability after dissolution of general partner and person dissociated as general partner.

§ 7-13.1-806 Known claims against dissolved limited partnership.

§ 7-13.1-807 Other claims against dissolved limited partnership.

§ 7-13.1-808 Court proceedings.

§ 7-13.1-809 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

§ 7-13.1-810 Disposition of assets in winding up — When contributions required.

§ 7-13.1-811 Revocation of a certificate of limited partnership.

§ 7-13.1-812 Issuance of certificates of revocation.

§ 7-13.1-813 Reinstatement.

§ 7-13.1-814 Judicial review of denial of reinstatement.

Part 9 Actions by Partners

§ 7-13.1-901 Direct action by partner.

§ 7-13.1-902 Derivative action.

§ 7-13.1-903 Proper plaintiff.

§ 7-13.1-904 Pleading.

§ 7-13.1-905 Special litigation committee.

§ 7-13.1-906 Proceeds and expenses.

Part 10 Foreign Limited Partnerships

§ 7-13.1-1001 Governing law.

§ 7-13.1-1002 Registration to do business in this state.

§ 7-13.1-1003 Foreign registration statement.

§ 7-13.1-1004 Amendment of foreign registration statement.

§ 7-13.1-1005 Activities not constituting doing business.

§ 7-13.1-1006 Noncomplying name of foreign limited partnership.

§ 7-13.1-1007 Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.

§ 7-13.1-1008 Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

§ 7-13.1-1009 Transfer of registration.

§ 7-13.1-1010 Revocation of registration.

§ 7-13.1-1011 Issuance of certificates of revocation.

§ 7-13.1-1012 Reinstatement.

§ 7-13.1-1013 Withdrawal of registration of registered foreign limited partnership.

§ 7-13.1-1014 Action by attorney general.

Subpart 1 General Provisions

§ 7-13.1-1101 Definitions.

§ 7-13.1-1102 Relationship of part 11 to other laws.

§ 7-13.1-1103 Required notice or approval.

§ 7-13.1-1104 Nonexclusivity.

§ 7-13.1-1105 Reference to external facts.

§ 7-13.1-1106 Appraisal rights.

§ 7-13.1-1107 Excluded entities and transactions; other applicable law

Subpart 2 Merger

§ 7-13.1-1121 Merger authorized.

§ 7-13.1-1122 Plan of merger.

§ 7-13.1-1123 Approval of merger.

§ 7-13.1-1124 Amendment or abandonment of plan of merger.

§ 7-13.1-1125 Articles of merger — Effective date of merger.

§ 7-13.1-1126 Effect of merger.

Subpart 3 Interest Exchange

§ 7-13.1-1131 Interest exchange authorized.

§ 7-13.1-1132 Plan of interest exchange.

§ 7-13.1-1133 Approval of interest exchange.

§ 7-13.1-1134 Amendment or abandonment of plan of interest exchange.

§ 7-13.1-1135 Statement of interest exchange — Effective date of interest exchange.

§ 7-13.1-1136 Effect of interest exchange.

Subpart 4 Conversion

§ 7-13.1-1141 Conversion authorized.

§ 7-13.1-1142 Plan of conversion.

§ 7-13.1-1143 Approval of conversion.

§ 7-13.1-1144 Amendment or abandonment of plan of conversion.

§ 7-13.1-1145 Statement of conversion — Effective date of conversion.

§ 7-13.1-1146 Effect of conversion.

Subpart 5 Domestication

§ 7-13.1-1151 Domestication authorized.

§ 7-13.1-1152 Plan of domestication.

§ 7-13.1-1153 Approval of domestication.

§ 7-13.1-1154 Amendment or abandonment of plan of domestication.

§ 7-13.1-1155 Statement of domestication — Effective date of domestication.

§ 7-13.1-1156 Effect of domestication.

Part 12 Miscellaneous Provisions

§ 7-13.1-1201 Uniformity of application and construction.

§ 7-13.1-1202 Relation to Electronic Signatures in Global and National Commerce Act.

§ 7-13.1-1203 Savings clause.

§ 7-13.1-1204 Severability clause.

Chapter 7-14 Suppression of Criminally Operated Businesses

§ 7-14-1 Forfeiture of charter and revocation of permit.

§ 7-14-2 Enjoining operations of a business.

§ 7-14-3 Institution and conduct of proceedings.

§ 7-14-4 Severability.

Chapter 7-15 Racketeer Influenced and Corrupt Organizations

§ 7-15-1 Definitions.

§ 7-15-2 Prohibited activities.

§ 7-15-3 Penalties for violations — Disposition of seized property.

§ 7-15-3.1 Criminal forfeiture procedures.

§ 7-15-4 Civil remedies — Actions by attorney general and injured persons.

§ 7-15-4.1 Asset forfeiture fund.

§ 7-15-5 Proceedings — Open or closed.

§ 7-15-6 Application.

§ 7-15-7 Investigative demands.

§ 7-15-8 Jurisdiction.

§ 7-15-9 Remedies cumulative.

§ 7-15-10 Construction.

§ 7-15-11 Severability.

Chapter 7-16 The Rhode Island Limited Liability Company Act

§ 7-16-1 Short title.

§ 7-16-2 Definitions.

§ 7-16-3 Purpose and duration.

§ 7-16-3.1 Professional services.

§ 7-16-3.2 Liability in rendering professional services.

§ 7-16-3.3 Insurance or financial responsibility of limited liability company.

§ 7-16-4 Powers.

§ 7-16-5 Formation.

§ 7-16-5.1 Conversion of certain entities to a limited liability company.

§ 7-16-5.2 Approval of conversion of a limited liability company.

§ 7-16-5.3, 7-16-5.4. [Repealed.]

§ 7-16-6 Articles of organization.

§ 7-16-7 Execution of articles.

§ 7-16-8 Filing.

§ 7-16-9 Name — Fictitious business names.

§ 7-16-10 Reservation of name — Transfer of reserved name.

§ 7-16-11 Resident agent.

§ 7-16-12 Amendment and restatement of articles of organization.

§ 7-16-13 Certificates of correction.

§ 7-16-14 Management by members.

§ 7-16-15 Managers.

§ 7-16-16 Election and removal of managers.

§ 7-16-17 Duties of managers.

§ 7-16-18 Limitation of liability of managers.

§ 7-16-19 Action by managers.

§ 7-16-20 Agency power of managers.

§ 7-16-21 Voting rights of members.

§ 7-16-22 Records and information.

§ 7-16-23 Liability of members and managers.

§ 7-16-24 Contributions to capital.

§ 7-16-25 Liability for contribution.

§ 7-16-26 Sharing of profits and losses.

§ 7-16-27 Sharing of distributions.

§ 7-16-28 Interim distributions.

§ 7-16-29 Distributions upon withdrawal.

§ 7-16-30 Distribution in kind.

§ 7-16-31 Restrictions on making distributions.

§ 7-16-32 Liability upon wrongful distribution.

§ 7-16-33 Right to distribution.

§ 7-16-34 Nature of membership interest.

§ 7-16-35 Assignment of membership interest.

§ 7-16-36 Right of assignee to become a member.

§ 7-16-37 Rights of judgment creditor.

§ 7-16-38 Powers of estate of a member.

§ 7-16-39 Dissolution.

§ 7-16-40 Judicial dissolution.

§ 7-16-41 Revocation of certificate of organization or certificate of registration.

§ 7-16-42 Issuance of certificates of revocation.

§ 7-16-43 Withdrawal of certificate of revocation.

§ 7-16-44 Appeal from revocation of certificate of organization.

§ 7-16-45 Winding up.

§ 7-16-46 Distribution of assets.

§ 7-16-47 Articles of dissolution.

§ 7-16-48 Law governing foreign limited liability companies.

§ 7-16-49 Registration of foreign limited liability company.

§ 7-16-50 Issuance of registration of foreign limited liability company.

§ 7-16-50.1 Service of process on foreign limited liability company.

§ 7-16-51 Name registration by foreign limited liability company.

§ 7-16-52 Amendments to registration of foreign limited liability company.

§ 7-16-52.1 Foreign application for transfer of authority.

§ 7-16-53 Cancellation of registration of foreign limited liability company.

§ 7-16-54 Transaction of business by foreign limited liability company without registration.

§ 7-16-55 Action to restrain foreign limited liability company.

§ 7-16-56 Right of member to bring derivative action.

§ 7-16-57 Pleading in derivative action.

§ 7-16-58 Expenses in derivative action.

§ 7-16-59 Merger or consolidation.

§ 7-16-60 Plan of merger or consolidation.

§ 7-16-61 Approval of merger or consolidation.

§ 7-16-62 Articles of merger or consolidation.

§ 7-16-63 Effects of merger or consolidation.

§ 7-16-64 Merger or consolidation with foreign entity.

§ 7-16-65 Filing, service, and copying fees.

§ 7-16-66 Annual report of domestic and foreign limited liability companies.

§ 7-16-67 Filing of returns with the tax administrator — Annual charge.

§ 7-16-67.1 Revocation of articles or authority to transact business for nonpayment of fee.

§ 7-16-68 Limited liability company property.

§ 7-16-69 Certificates and certified copies to be received in evidence.

§ 7-16-70 Parties to actions.

§ 7-16-71 Unauthorized assumption of powers.

§ 7-16-72 Severability.

§ 7-16-73 Construction with other laws.

§ 7-16-74 Forms to be furnished by secretary of state.

§ 7-16-75 Reservation of power.

§ 7-16-76 Low-profit limited liability company.

§ 7-16-77 Confirmation of state fees and taxes.

Full text is available per section.