Terms Used In Rhode Island General Laws > Chapter 7-12.1 > Article 11 > Part 5 - Domestication [Effective January 1, 2023.]

• 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.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
• Consumer lease: means a lease that a lessor regularly engaged in the business of leasing or selling makes to a lessee who is an individual and who takes under the lease primarily for a personal, family, or household purpose. See Rhode Island General Laws 6A-2.1-103
• Contract: A legal written agreement that becomes binding when signed.
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Domesticated limited liability partnership: means a domesticating limited liability partnership as it continues in existence after a domestication. See Rhode Island General Laws 7-12.1-1101
• Domesticating limited liability partnership: means the domestic limited liability partnership that approves a plan of domestication pursuant to § 7-12. See Rhode Island General Laws 7-12.1-1101
• Domestication: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
• Fault: means wrongful act, omission, breach, or default. See Rhode Island General Laws 6A-2.1-103
• 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

• Foreign limited liability partnership: means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to § 7-12. See Rhode Island General Laws 7-12.1-102
• Foreign partnership: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a partnership if formed under the law of this state. See Rhode Island General Laws 7-12.1-102
• 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
• 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 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.
• Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Rhode Island General Laws 7-12.1-102
• 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 agreement: means the bargain, with respect to the lease, of the lessor and the lessee in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided in this chapter. See Rhode Island General Laws 6A-2.1-103
• 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
• 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
• 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 domestication: 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
• Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
• 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

• real estate: may be construed to include lands, tenements, and hereditaments and rights thereto and interests therein. See Rhode Island General Laws 43-3-10
• Registered foreign entity: means a foreign entity that is registered to do business in this state pursuant to a record filed by the secretary of state. See Rhode Island General Laws 7-12.1-1101
• 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 domestication: means a statement under § 7-12. See Rhode Island General Laws 7-12.1-1101
• Statute: A law passed by a legislature.
• 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
• town: may be construed to include city; the words "town council" include city council; the words "town clerk" include city clerk; the words "ward clerk" include clerk of election district; the words "town treasurer" include city treasurer; and the words "town sergeant" include city sergeant. See Rhode Island General Laws 43-3-9
• town council: include city council; the words "town clerk" include city clerk; the words "ward clerk" include clerk of election district; the words "town treasurer" include city treasurer; and the words "town sergeant" include city sergeant. See Rhode Island General Laws 43-3-9
• Transfer: includes :

  (i)  An assignment;

  (ii)  A conveyance;

  (iii)  A sale;

  (iv)  A lease;

  (v)  An encumbrance, including a mortgage or security interest;

  (vi)  A gift; and

  (vii)  A transfer by operation of law. See Rhode Island General Laws 7-12.1-102