(a)  If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member’s person or property, the member’s executor, administrator, guardian, conservator or other legal representative may exercise all of the member’s rights for the purpose of settling the estate or administering property, including any power under the articles of organization or a written operating agreement permitting an assignee to become a member.

lawyer at desk

Need help with a review of an LLC operating agreement?
Have it reviewed by a lawyer, get answers to your questions and move forward with confidence.
Connect with a lawyer now

Terms Used In Rhode Island General Laws 7-16-38

  • 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
  • Court: includes every court and judge having jurisdiction in the case. See Rhode Island General Laws 7-16-2
  • Executor: A male person named in a will to carry out the decedent
  • Foreign limited-liability company: means a limited-liability company formed under the laws of any state other than this state or any foreign country. See Rhode Island General Laws 7-16-2
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Limited partnership: means a limited partnership formed under the laws of this state or a foreign limited partnership. 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
  • 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. See Rhode Island General Laws 7-16-2
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • 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

(b)  If a member is a corporation, partnership, limited partnership, domestic or foreign limited-liability company, trust, estate, association or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor.

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