(a)  Articles required by this chapter to be filed with the secretary of state shall be executed in the following manner:

(1)  Articles of organization must be signed by at least one person who need not be a member of the limited-liability company and who is authorized to do so by the persons forming the limited-liability company; and

(2)  Articles of amendment, restated articles of organization, articles of merger or consolidation and articles of dissolution must be signed by an authorized person.

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Terms Used In Rhode Island General Laws 7-16-7

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of organization: means documents filed under § 7-16-5 for the purpose of forming a limited-liability company. See Rhode Island General Laws 7-16-2
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Authorized person: means a person, whether or not a member, who or that 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. See Rhode Island General Laws 7-16-2
  • Executed: means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-16-2
  • Member: means a person with an ownership interest in a limited-liability company with the rights and obligations specified under this chapter. See Rhode Island General Laws 7-16-2
  • Person: means a natural person, partnership, limited partnership, domestic or foreign limited-liability company, trust, estate, corporation, non-business corporation or other association. See Rhode Island General Laws 7-16-2
  • State: means a state, territory or possession of the United States, or the District of Columbia. See Rhode Island General Laws 7-16-2

(b)  An attorney-in-fact may sign for any authorized person. Powers of attorney need not be sworn to, verified or acknowledged, and need not be filed with the secretary of state.

(c)  The execution of any articles under this chapter constitutes an affirmation that the facts stated are true.

History of Section.
P.L. 1992, ch. 280, § 1; P.L. 1993, ch. 240, § 1.