Chapter
123
2008 -- H 8160
Enacted 07/01/08
A N A C T
RELATING TO
CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Introduced By: Representative Arthur J. Corvese
Date
Introduced: April 22, 2008
It is
enacted by the General Assembly as follows:
SECTION
1. Section 7-1-7.1 of the General Laws in Chapter 7-1 entitled
"Corporations -
General
Provisions" is hereby amended to read as follows:
7-1-7.1.
Filings to be originals. -- Filings made under this title at the
secretary of state's
office
are considered original and valid only if they bear either
original signatures facsimile or
electronic
signatures and shall not
include but not be limited to any telegram, cablegram,
radiogram,
telephone call, electronically
transmitted documents, or similar communications
transmitted
through a medium provided and authorized by the Secretary of state.
SECTION
2. Sections 7-1.2-105 and 7-1.2-106 of the General Laws in Chapter 7-1.2
entitled
"Rhode Island Business Corporation Act" are hereby amended to read as
follows:
7-1.2-105.
Execution, filing and recording of instruments. -- (a) Whenever any
instrument
is to be filed with the secretary of state or in accordance with this chapter,
the
instrument
must be executed as follows:
(1) The articles of incorporation, and any other instrument to be filed before
the election
of the
initial board of directors if the initial directors were not named in the
articles of
incorporation,
must be signed by the incorporator or incorporators (or, in the case of any
such
other
instrument, such incorporator's or incorporators' successors and assigns).
(2) All other instruments must be signed:
(i) By any authorized officer of the corporation; or
(ii) If it appears from the instrument that there are no authorized officers,
then by a
majority
of the directors or by the director or directors authorized by a majority of
the directors;
or
(iii) If it appears from the instrument that there are no authorized officers
or directors,
then by
the holders of record of all outstanding shares, or by those holders of record
designated
by a
majority of all outstanding shares; or
(b) Whenever this chapter requires any instrument to be acknowledged, such
requirement
is satisfied by either:
(1) The formal acknowledgment by any individual signing the instrument that it
is his or
her act
and deed or the act and deed of the corporation, and that the facts stated
therein are true.
This
acknowledgment must be made before a individual who is authorized by the law of
the place
of
execution to take acknowledgment; or
(2) The signature, without more, of the individual or individuals signing the
instrument,
in which
case such signature or signatures constitutes the affirmation or acknowledgment
of the
signatory,
under penalties of perjury, that the instrument is that individual's act and
deed or the
act and
deed of the corporation, and that the facts stated therein are true.
(c) Whenever any instrument is to be filed with the secretary of state or in
accordance
with
this section or chapter, such requirement means that:
(1) The signed instrument must be delivered to the office of the secretary of
state in
either
paper format or electronic transmission or another medium authorized by the
secretary of
state;
(2) All taxes and fees authorized by law to be collected by the secretary of
state in
connection
with the filing of the instrument must be tendered to the secretary of state;
and
(3) Upon delivery of the instrument, the secretary of state shall record the
date and time
of its
delivery. Upon such delivery and tender of the required taxes and fees, the
secretary of state
shall
certify that the instrument has been filed in the secretary of state's office
by endorsing upon
the
signed instrument the word "Filed", and the date and time of its
filing. This endorsement is
the
"filing date" of the instrument, and is conclusive of the date and
time of its filing in the
absence
of actual fraud.
(d) Any instrument filed in accordance with subsection (c) of this section is
effective
upon its
filing date. Any instrument may provide that it is not to become effective
until a
specified
time subsequent to the time it is filed, but not later than the 90th day after
the date of its
filing.
(e) If another section of this chapter specifically prescribes a manner of
executing,
acknowledging
or filing a specified instrument or a time when that instrument becomes
effective
which
differs from the corresponding provisions of this section, then such other
section governs.
(f) Whenever any instrument authorized to be filed with the secretary of state
under any
provision
of this chapter, has been so filed and is an inaccurate record of the corporate
action
therein
referred to, or was defectively or erroneously executed, sealed or
acknowledged, the
instrument
may be corrected by filing with the secretary of state a certificate of
correction of the
instrument
which must be executed, acknowledged and filed in accordance with this section.
The
certificate
of correction must specify the inaccuracy or defect to be corrected and set
forth the
portion
of the instrument in corrected form. The corrected instrument must be
specifically
designated
as such in its heading, specify the inaccuracy or defect to be corrected, and
set forth
the
entire instrument in corrected form. An instrument corrected in accordance with
this section is
effective
as of the date the original instrument was filed, except as to those
individuals who are
substantially
and adversely affected by the correction and as to those individuals the
instrument as
corrected
is effective from its filing date.
(g) Notwithstanding that any instrument authorized to be filed with the
secretary of state
under
this chapter is when filed inaccurately, defectively or erroneously executed,
sealed or
acknowledged,
or otherwise defective in any respect, the secretary of state has no liability
to any
individual
for the preclearance for filing, the acceptance for filing or the filing and
indexing of
such
instrument by the secretary of state.
(h) Any signature on any instrument authorized to be filed with the secretary
of state
under
this chapter may be a facsimile or an electronically transmitted signature.
7-1.2-106.
Definitions. -- As used in this chapter:
(1) "Articles of incorporation" means the original or restated
articles of incorporation and
all of
their amendments including agreements of merger.
(2) "Authorized shares" means the shares of all classes which the corporation
is
authorized
to issue.
(3) "Corporation" or "domestic corporation" means a
corporation for profit subject to the
provisions
of this chapter, except a foreign corporation.
(4)
"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.
(4) (5) "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.
(5) (6) "Employee" includes officers but not directors.
A director may accept duties
which
also make him or her an employee.
(7)
"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.
(6) (8) "Foreign corporation" means a corporation for
profit organized under laws other
than the
laws of this state for a purpose or purposes for which a corporation may be
organized
under
this chapter.
(7) (9) "Individual" means a natural person.
(8) (10) "Insolvent" means the inability of a corporation
to pay its debts as they become
due in
the usual course of its business.
(9) (11) "Person" means an individual or an entity. An
entity includes domestic and
foreign
business corporation, domestic and foreign nonprofit corporation; estate;
trust; domestic
and
foreign unincorporated entity; and a state, the United States and a foreign
government.
(10) (12) "Shares" means the units into which the
proprietary interests in a corporation
are
divided.
(11) (13) "Subscriber" means one who subscribes for
shares in a corporation, whether
before
or after incorporation.
(12) (14) "Shareholder" means one who is a holder of
record of shares in a corporation.
(13) (15) "State" means the state of Rhode Island and
Providence Plantations.
(16)
"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.
(14) (17) The singular shall be construed to include the plural,
the plural the singular,
and the
masculine the feminine, when consistent with the intent of this chapter.
SECTION
3. Section 7-6-2 of the General Laws in Chapter 7-6 entitled "Rhode Island
Nonprofit
Corporation Act" is hereby amended to read as follows:
7-6-2.
Definitions. -- As used in this chapter, unless the context otherwise
requires, the
term:
(1) "Articles of incorporation" means the original or restated
articles of incorporation or
articles
of consolidation and all amendments to it, including articles of merger and
special acts of
the
general assembly creating corporations.
(2) "Board of directors" means the group of persons vested with the
management of the
affairs
of the corporation (including, without being limited to, a board of trustees)
regardless of
the name
by which the group is designated.
(3) "Bylaws" means the code or codes of rules adopted for the
regulation or management
of the
affairs of the corporation regardless of the name or names by which the rules
are
designated.
(4) "Corporation" or "domestic corporation" means a
nonprofit corporation subject to the
provisions
of this chapter, except a foreign corporation.
(5)
"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.
(5) (6) "Director" means a member of a board of
directors.
(7)
"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.
(6) (8) "Foreign corporation" means a nonprofit
corporation organized under laws other
than the
laws of this state.
(7) (9) "Insolvent" means inability of a corporation to
pay its debts as they become due
in the
usual course of its affairs.
(8) (10) "Member" means one having membership rights in
a corporation in accordance
with the
provisions of its articles of incorporation or bylaws regardless of the name by
which the
person
is designated.
(9) (11) "Nonprofit corporation" means a corporation no
part of the income or profit of
which is
distributable to its members, directors, or officers except as otherwise
expressly
permitted
by this chapter.
(10) (12) "Volunteer" means an individual performing
services for a nonprofit
corporation
without compensation.
(13)
"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.
(14)
"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.
SECTION
4. Section 7-13-1 of the General Laws in Chapter 7-13 entitled "Limited
Partnerships"
is hereby amended to read as follows:
7-13-1.
Definitions. -- As used in this chapter, unless the context otherwise
requires:
(1) "Certificates of limited partnership" means the certificate
referred to in section 7-13-8
and the
certificate as amended or restated.
(2) "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 partner
contributes
to a limited partnership in his or her capacity as a partner.
(3)
"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.
(3) (4) "Event of withdrawal of a general partner"
means an event that causes a person to
cease to
be a general partner as provided in section 7-13-23.
(5)
"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.
(4) (6) "Foreign limited partnership" means a partnership
formed under the laws of any
state
other than the state of Rhode Island and having as partners one or more general
partners and
one or
more limited partners.
(5) (7) "General partner" means a person who has been
admitted to a limited partnership
as a
general partner in accordance with the partnership agreement and named in the
certificate of
limited
partnership as a general partner.
(6) (8) "Limited partner" means a person who has been
admitted to a limited partnership
as a
limited partner in accordance with the partnership agreement and named in the
certificate of
limited
partnership as a limited partner.
(7) (9) "Limited partnership" and "domestic
limited partnership" mean a partnership
formed
by two or more persons under the laws of this state and having one or more
general
partners
and one or more limited partners.
(8) (10) "Partner" means a limited or general partner.
(9) (11) "Partnership agreement" means any written or
oral agreement of the partners as
to the
affairs of a limited partnership and the conduct of its business. A written
partnership
agreement
or another written agreement or writing:
(i) May provide that a person is admitted as a limited partner of a limited
partnership, or
becomes
an assignee of a partnership interest or other rights or powers of a limited
partner to the
extent
assigned, and becomes bound by the partnership agreement,
(A) If the person (or a representative authorized by the person orally, in
writing, or by
other
action such as payment for a partnership interest) executes the partnership
agreement or any
other
writing evidencing the intent of the person to become a limited partner or
assignee, or
(B) Without execution, if the person (or a representative authorized by the
person orally,
in
writing, or by other action such as payment for a partnership interest)
complies with the
conditions
for becoming a limited partner or assignee as stated in the partnership
agreement or
any
other writing and requests (orally, in writing, or by other action such as
payment for a
partnership
interest) that the records of the limited partnership reflect the admission or
assignment,
and
(ii) Is not be unenforceable by reason of its not having been signed by a
person being
admitted
as a limited partner or becoming an assignee as provided in subdivision (9)
(i), or by
reason
of its having been signed by a representative as provided in this title.
(10) (12) "Partnership interest" means a partner's share
of the profits and losses of a
limited
partnership and the right to receive distributions of partnership assets.
(11) (13) "Person" means a natural person, partnership,
limited partnership (domestic or
foreign),
trust, estate, association, or corporation.
(12) (14) "State" means a state, territory, or
possession of the United States, the District
of
Columbia, or the Commonwealth of Puerto Rico.
(15)
"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.
(16)
"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.
SECTION
5. Sections 7-16-2 and 7-16-5 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:
(1) "Articles of organization" means documents filed under section
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.
(10) (12) "Foreign corporation" means a business
corporation formed under the laws of
any
state other than this state or any foreign country.
(11) (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.
(12) (14) "Foreign limited partnership" means a limited
partnership formed under the
laws of
any state other than this state or any foreign country.
(13) (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.
(14) (16) "Limited partnership" means a limited
partnership formed under the laws of
this
state or a foreign limited partnership.
(15) (17) "Manager" or "Managers" means a
person or persons designated by the
members
of a limited liability company to manage the limited liability company.
(16) (18) "Member" means a person with an ownership
interest in a limited liability
company
with the rights and obligations specified under this chapter.
(17) (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.
(18) (20) "New entity" means the entity into which
constituent entities consolidate, as
identified
in the articles of consolidation provided for in section 7-16-62.
(19) (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.
(20) (22) "Person" means a natural person, partnership,
limited partnership, domestic or
foreign
limited liability company, trust, estate, corporation, nonbusiness corporation
or other
association.
(21) (23) "State" means a state, territory or
possession of the United States, or the
District
of Columbia.
(22) (24) "Surviving entity" means the constituent
entity surviving a merger, as
identified
in the articles of merger provided for in section 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.
7-16-5.
Formation. -- (a) One 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.
SECTION
6. This act shall take effect upon passage.
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LC02589
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