(a)  A duly authorized foreign limited-liability company in the state of Rhode Island that converts into any other form of foreign entity subject to the provisions of title 7 and the resulting entity is required to file for authority to transact business in this state may apply for a transfer of authority in the office of the secretary of state by filing:

(1)  An application of transfer of authority that has been executed and filed in accordance with § 7-16-8;

(2)  An application for authority to transact business in the state of Rhode Island for the resulting entity type; and

(3)  A certificate of legal existence or good standing issued by the proper officer of the state or country under the laws of which the resulting entity has been formed.

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Terms Used In Rhode Island General Laws 7-16-52.1

  • 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. 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
  • 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. See Rhode Island General Laws 7-16-2
  • 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
  • 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.
  • 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)  The application for transfer of authority shall state:

(1)  The name of the limited-liability company;

(2)  The type of other entity into which it has been converted; and

(3)  The jurisdiction whose laws govern its internal affairs.

(c)  Upon the effective time and date of the application for transfer of authority, the authority of the limited-liability company authorized to transact business under this chapter shall be transferred without interruption to the other entity which shall thereafter hold such authority subject to the provisions of the Rhode Island general laws which apply to that type of resulting entity.

History of Section.
P.L. 2012, ch. 67, § 2; P.L. 2012, ch. 72, § 2.