Terms Used In Rhode Island General Laws > Chapter 7-12.1 > Article 11 > Part 3 - Interest Exchange [Effective January 1, 2023.]

• Acquired entity: means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. See Rhode Island General Laws 7-12.1-1101
• Acquiring entity: means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. See Rhode Island General Laws 7-12.1-1101
• 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.
• Appraisal: A determination of property value.
• Contract: A legal written agreement that becomes binding when signed.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Finance lease: means a lease with respect to which:

  (i)  The lessor does not select, manufacture, or supply the goods;

  (ii)  The lessor acquires the goods or the right to possession and use of the goods in connection with the lease; and

  (iii)  One of the following occurs:

  (A)  The lessee receives a copy of the contract by which the lessor acquired the goods or the right to possession and use of the goods before signing the lease contract;

  (B)  The lessee's approval of the contract by which the lessor acquired the goods or the right to possession and use of the goods is a condition to effectiveness of the lease contract;

  (C)  The lessee, before signing the lease contract, receives an accurate and complete statement designating the promises and warranties, and any disclaimers of warranties, limitations or modifications of remedies, or liquidated damages, including those of a third party, such as the manufacturer of the goods, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods; or

  (D)  If the lease is not a consumer lease, the lessor, before the lessee signs the lease contract, informs the lessee in writing (a) of the identity of the person supplying the goods to the lessor, unless the lessee has selected that person and directed the lessor to acquire the goods or the right to possession and use of the goods from that person, (b) that the lessee is entitled under this chapter to the promises and warranties, including those of any third party, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods, and (c) that the lessee may communicate with the person supplying the goods to the lessor and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies. See Rhode Island General Laws 6A-2.1-103

• Goods: means all things that are movable at the time of identification to the lease contract, or are fixtures (§?6A-2. See Rhode Island General Laws 6A-2.1-103
• in writing: include printing, engraving, lithographing, and photo-lithographing, and all other representations of words in letters of the usual form. See Rhode Island General Laws 43-3-16
• Interest: means :

  (i)  A share in a business corporation;

  (ii)  A membership in a nonprofit corporation;

  (iii)  A partnership interest in a general partnership;

  (iv)  A partnership interest in a limited partnership;

  (v)  A membership interest in a limited liability company;

  (vi)  A share in a general cooperative association;

  (vii)  A member's interest in a limited cooperative association;

  (viii)  A membership in an unincorporated nonprofit association;

  (ix)  A beneficial interest in a statutory trust, business trust, or common-law business trust; or

  (x)  A governance interest or distributional interest in any other type of unincorporated entity. See Rhode Island General Laws 7-12.1-1101

• Interest exchange: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
• Interest holder: means :

  (i)  A shareholder of a business corporation;

  (ii)  A member of a nonprofit corporation;

  (iii)  A general partner of a general partnership;

  (iv)  A general partner of a limited partnership;

  (v)  A limited partner of a limited partnership;

  (vi)  A member of a limited liability company;

  (vii)  A shareholder of a general cooperative association;

  (viii)  A member of a limited cooperative association;

  (ix)  A member of an unincorporated nonprofit association;

  (x)  A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or

  (xi)  Any other direct holder of an interest. See Rhode Island General Laws 7-12.1-1101

• Interest holder liability: means :

  (i)  Personal liability for a liability of an entity which is imposed on a person:

  (A)  Solely by reason of the status of the person as an interest holder; or

  (B)  By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

  (ii)  An obligation of an interest holder under the organic rules of an entity to contribute to the entity. See Rhode Island General Laws 7-12.1-1101

• 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.
• Lease: means a transfer of the right to possession and use of goods for a term in return for consideration, but a sale, including a sale on approval or a sale or return, or retention or creation of a security interest is not a lease. See Rhode Island General Laws 6A-2.1-103
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Lease contract: means the total legal obligation that results from the lease agreement as affected by this chapter and any other applicable rules of law. See Rhode Island General Laws 6A-2.1-103
• Leasehold interest: means the interest of the lessor or the lessee under a lease contract. See Rhode Island General Laws 6A-2.1-103
• Lessee: means a person who acquires the right to possession and use of goods under a lease. See Rhode Island General Laws 6A-2.1-103
• Lessor: means a person who transfers the right to possession and use of goods under a lease. See Rhode Island General Laws 6A-2.1-103
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Merger: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Rhode Island General Laws 7-12.1-1101
• Organic rules: means the public organic record and private organic rules of an entity. See Rhode Island General Laws 7-12.1-1101
• Partner: means a person that:

  (i)  Has become a partner in a partnership under § 7-12. See Rhode Island General Laws 7-12.1-102

• 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.
• Partnership agreement: means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a partnership concerning the matters described in § 7-12. See Rhode Island General Laws 7-12.1-102
• Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Rhode Island General Laws 7-12.1-102
• person: may be construed to extend to and include co-partnerships and bodies corporate and politic. See Rhode Island General Laws 43-3-6
• Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-12.1-1101
• Plan of interest exchange: means a plan under § 7-12. See Rhode Island General Laws 7-12.1-1101
• Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Rhode Island General Laws 7-12.1-102
• Protected agreement: means :

  (i)  A record evidencing indebtedness and any related agreement in effect on January 1, 2023;

  (ii)  An agreement that is binding on an entity on January 1, 2023;

  (iii)  The organic rules of an entity in effect on January 1, 2023; or

  (iv)  An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2023. See Rhode Island General Laws 7-12.1-1101

• Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
• State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Rhode Island General Laws 7-12.1-102
• Statement of interest exchange: means a statement under § 7-12. See Rhode Island General Laws 7-12.1-1101
• Supplier: means a person from whom a lessor buys or leases goods to be leased under a finance lease. See Rhode Island General Laws 6A-2.1-103
• Supply contract: means a contract under which a lessor buys or leases goods to be leased. See Rhode Island General Laws 6A-2.1-103
• Type of entity: means a generic form of entity:

  (i)  Recognized at common law; or

  (ii)  Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. See Rhode Island General Laws 7-12.1-1101

• United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8