Rhode Island General Laws
Chapter 7-16 - The Rhode Island Limited-Liability Company Act
Section 7-16-13. - Certificates of correction.

§ 7-16-13. Certificates of correction.
(a) If any document filed with the secretary of state under this chapter contains any typographical error, error of transcription or other technical error or has been defectively executed, the document may be corrected by filing a certificate of correction.
(b) A certificate of correction shall set forth:
(1) The title of the document being corrected;
(2) The name of each party to the document being corrected;
(3) The date that the document being corrected was filed; and
(4) The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective.
(c) A certificate of correction may not make any other change or amendment that would not have complied in all respects with the requirements of this chapter at the time the document being corrected was filed.
(d) A certificate of correction shall be executed in the same manner in which the document being corrected was required to be executed.
(e) A certificate of correction may not:
(1) Change the effective date of the document being corrected; or
(2) Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right or liability has not detrimentally relied on the original document.
History of Section.P.L. 1992, ch. 280, § 1.

Structure Rhode Island General Laws

Rhode Island General Laws

Title 7 - Corporations, Associations and Partnerships

Chapter 7-16 - The Rhode Island Limited-Liability Company Act

Section 7-16-1. - Short title.

Section 7-16-2. - Definitions.

Section 7-16-3. - Purpose and duration.

Section 7-16-3.1. - Professional services.

Section 7-16-3.2. - Liability in rendering professional services.

Section 7-16-3.3. - Insurance or financial responsibility of limited-liability company.

Section 7-16-4. - Powers.

Section 7-16-5. - Formation.

Section 7-16-5.1. - Conversion of certain entities to a limited-liability company.

Section 7-16-5.2. - Approval of conversion of a limited-liability company.

Section 7-16-5.3, 7-16-5.4. - [Repealed.]

Section 7-16-6. - Articles of organization.

Section 7-16-7. - Execution of articles.

Section 7-16-8. - Filing.

Section 7-16-9. - Name — Fictitious business names.

Section 7-16-10. - Reservation of name — Transfer of reserved name.

Section 7-16-11. - Resident agent.

Section 7-16-12. - Amendment and restatement of articles of organization.

Section 7-16-13. - Certificates of correction.

Section 7-16-14. - Management by members.

Section 7-16-15. - Managers.

Section 7-16-16. - Election and removal of managers.

Section 7-16-17. - Duties of managers.

Section 7-16-18. - Limitation of liability of managers.

Section 7-16-19. - Action by managers.

Section 7-16-20. - Agency power of managers.

Section 7-16-21. - Voting rights of members.

Section 7-16-22. - Records and information.

Section 7-16-23. - Liability of members and managers.

Section 7-16-24. - Contributions to capital.

Section 7-16-25. - Liability for contribution.

Section 7-16-26. - Sharing of profits and losses.

Section 7-16-27. - Sharing of distributions.

Section 7-16-28. - Interim distributions.

Section 7-16-29. - Distributions upon withdrawal.

Section 7-16-30. - Distribution in kind.

Section 7-16-31. - Restrictions on making distributions.

Section 7-16-32. - Liability upon wrongful distribution.

Section 7-16-33. - Right to distribution.

Section 7-16-34. - Nature of membership interest.

Section 7-16-35. - Assignment of membership interest.

Section 7-16-36. - Right of assignee to become a member.

Section 7-16-37. - Rights of judgment creditor.

Section 7-16-38. - Powers of estate of a member.

Section 7-16-39. - Dissolution.

Section 7-16-40. - Judicial dissolution.

Section 7-16-41. - Revocation of certificate of organization or certificate of registration.

Section 7-16-42. - Issuance of certificates of revocation.

Section 7-16-43. - Withdrawal of certificate of revocation.

Section 7-16-44. - Appeal from revocation of certificate of organization.

Section 7-16-45. - Winding up.

Section 7-16-46. - Distribution of assets.

Section 7-16-47. - Articles of dissolution.

Section 7-16-48. - Law governing foreign limited-liability companies.

Section 7-16-49. - Registration of foreign limited-liability company.

Section 7-16-50. - Issuance of registration of foreign limited-liability company.

Section 7-16-50.1. - Service of process on foreign limited-liability company.

Section 7-16-51. - Name registration by foreign limited-liability company.

Section 7-16-52. - Amendments to registration of foreign limited-liability company.

Section 7-16-52.1. - Foreign application for transfer of authority.

Section 7-16-53. - Cancellation of registration of foreign limited-liability company.

Section 7-16-54. - Transaction of business by foreign limited-liability company without registration.

Section 7-16-55. - Action to restrain foreign limited-liability company.

Section 7-16-56. - Right of member to bring derivative action.

Section 7-16-57. - Pleading in derivative action.

Section 7-16-58. - Expenses in derivative action.

Section 7-16-59. - Merger or consolidation.

Section 7-16-60. - Plan of merger or consolidation.

Section 7-16-61. - Approval of merger or consolidation.

Section 7-16-62. - Articles of merger or consolidation.

Section 7-16-63. - Effects of merger or consolidation.

Section 7-16-64. - Merger or consolidation with foreign entity.

Section 7-16-65. - Filing, service, and copying fees.

Section 7-16-66. - Annual report of domestic and foreign limited-liability companies.

Section 7-16-67. - Filing of returns with the tax administrator — Annual charge.

Section 7-16-67.1. - Revocation of articles or authority to transact business for nonpayment of fee.

Section 7-16-68. - Limited-liability company property.

Section 7-16-69. - Certificates and certified copies to be received in evidence.

Section 7-16-70. - Parties to actions.

Section 7-16-71. - Unauthorized assumption of powers.

Section 7-16-72. - Severability.

Section 7-16-73. - Construction with other laws.

Section 7-16-74. - Forms to be furnished by secretary of state.

Section 7-16-75. - Reservation of power.

Section 7-16-76. - Low-profit limited-liability company.