The bill proposes a comprehensive update to the Rhode Island Limited Liability Company Act, introducing a modernized framework that addresses various aspects of limited liability company (LLC) operations, including formation, dissolution, winding up, mergers, conversions, and domestications. Key provisions include the establishment of new sections that require registered limited liability partnerships (LLPs) and LLCs providing professional services to maintain liability insurance, with coverage limits set between $100,000 and $500,000. The bill also introduces a new section for low-profit limited liability companies (L3Cs), which must indicate their status in their articles of organization and adhere to specific criteria focused on charitable or educational purposes.
Additionally, the bill repeals the existing "Rhode Island Limited Liability Company Act" and replaces it with updated provisions that clarify the governance of LLCs, including member rights, management structures, and the process for transferring interests. It outlines the conditions under which the Secretary of State may revoke an LLC's certificate of formation and establishes a process for reinstatement. The legislation emphasizes the importance of operating agreements, eliminates statutory apparent authority for members and managers, and includes provisions for uniformity across states. The act is set to take effect in stages, with certain sections becoming effective upon passage and others on January 1, 2028.