Terms Used In Rhode Island General Laws > Chapter 7-16 - The Rhode Island Limited-Liability Company Act

• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• 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.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• 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
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• 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
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• Bankruptcy: means a proceeding under the United States Bankruptcy Code or under state insolvency or receivership law. See Rhode Island General Laws 7-16-2
• 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
• Capital contribution: means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services that a member contributes to a limited-liability company in his or her capacity as a member. See Rhode Island General Laws 7-16-2
• Capital value: means the fair market value in each case as of the date contributed of a member's capital contributions, including a contribution of services previously performed or a contribution of a binding obligation to perform services, reduced by distributions made to the member. See Rhode Island General Laws 7-16-2
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Constituent entity: means each limited-liability company, limited partnership or corporation that is a party to a plan of merger or consolidation. See Rhode Island General Laws 7-16-2
• Contract: A legal written agreement that becomes binding when signed.
• Corporation: means a business corporation formed under chapter 1. See Rhode Island General Laws 7-16-2
• 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.
• Court: includes every court and judge having jurisdiction in the case. See Rhode Island General Laws 7-16-2
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• domestic limited-liability company: means an entity that is organized and existing under the laws of this state pursuant to this chapter. See Rhode Island General Laws 7-16-2
• Electronic transmission: means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. See Rhode Island General Laws 7-16-2
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• 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
• Executor: A male person named in a will to carry out the decedent
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• 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
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• Foreign corporation: means a business corporation formed under the laws of any state other than this state or any foreign country. See Rhode Island General Laws 7-16-2
• Foreign limited partnership: means a limited partnership formed under the laws of any state other than this state or any foreign country. 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
• Fraud: Intentional deception resulting in injury to another.
• Garnishment: Generally, garnishment is a court proceeding in which a creditor asks a court to order a third party who owes money to the debtor or otherwise holds assets belonging to the debtor to turn over to the creditor any of the debtor
• 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.
• 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 a member's rights in the limited-liability company, collectively, including the member's share of the profits and losses of the limited-liability company, the right to receive distributions of the limited-liability company's assets, and any right to vote or participate in management of the limited-liability company. 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.
• 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}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Lien: A claim against real or personal property in satisfaction of a debt.
• 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
• low-profit limited-liability company: means a limited-liability company that is organized and existing under the laws of this state under this chapter and that satisfies the requirements of § 7-16-76. See Rhode Island General Laws 7-16-2
• Managers: means a person or persons designated by the members of a limited-liability company to manage the limited-liability company. 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
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• New entity: means the entity into which constituent entities consolidate, as identified in the articles of consolidation provided for in § 7-16-62. See Rhode Island General Laws 7-16-2
• 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.
• 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
• Personal property: All property that is not real property.
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• 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
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• seal: shall be construed to include an impression of the seal made with or without the use of wax or wafer on the paper. See Rhode Island General Laws 43-3-15
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• State: means a state, territory or possession of the United States, or the District of Columbia. See Rhode Island General Laws 7-16-2
• Statute: A law passed by a legislature.
• Surviving entity: means the constituent entity surviving a merger, as identified in the articles of merger provided for in § 7-16-62. See Rhode Island General Laws 7-16-2
• Trustee: A person or institution holding and administering property in trust.
• United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8