The bill represents a comprehensive overhaul of the Rhode Island laws governing limited liability companies (LLCs). It repeals the existing "Rhode Island Limited Liability Company Act" and introduces a new legal framework with updated definitions, provisions, and regulations for the formation, operation, and governance of LLCs. The bill includes deletions of previous language detailing the powers, formation, and conversion processes of LLCs, as well as the liability and insurance requirements for professional services rendered by LLCs. It also removes the detailed stipulations for articles of organization, the use and abandonment of fictitious business names, and the management structure of LLCs.
In place of the repealed sections, the bill inserts new legal language, including updated sections on the purpose and duration of LLCs, professional services, powers of an LLC, formation, conversion processes, and the management and operation of LLCs. The bill also addresses the conversion of various business entities into domestic LLCs and vice versa, the revocation of certificates of organization or registration, and the reinstatement process for LLCs that have been administratively dissolved. Additionally, the bill proposes changes to the registration and operation of foreign LLCs in the state, including the elimination of certain fees and the introduction of new sections related to foreign LLCs' registration, service of process, and withdrawal from doing business in the state.
The bill further introduces provisions related to mergers, interest exchanges, conversions, and domestications involving LLCs, specifying the approval processes, effects, and legal consequences of such transactions. It clarifies the continuity of property, rights, and legal proceedings post-transaction, as well as the implications for interest holder liability. The bill aims to streamline the administrative processes for LLCs, potentially affecting their flexibility, governance, financial management, and member rights and obligations. The new legal framework is intended to update the legal environment for LLCs, ensuring clarity and consistency in the law. The act is set to take effect on January 1, 2025.