§ 7-16-39. Dissolution.
A limited-liability company is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(1) At any time specified in the articles of organization;
(2) An event specified in the articles of organization or a written operating agreement to cause dissolution;
(3) By action of members taken pursuant to § 7-16-21(b)(1);
(4) On the written consent of a majority of the capital values of the remaining members after the death, withdrawal, expulsion, bankruptcy, or dissolution of a member, or the occurrence of any other event that terminates the continued membership of a member in the limited-liability company, unless otherwise provided in the articles of organization or a written operating agreement;
(5) Unless otherwise provided in the articles of incorporation or a written operating agreement, on the death, withdrawal, expulsion, bankruptcy or dissolution of the last remaining member or any other event that terminates the continued membership of the last remaining member, unless within ninety (90) days the successor(s) in interest of the last remaining member and any assignees of the member’s interest and of any other member’s interest agree in writing to admit at least one (1) member to continue the business of the limited-liability company; or
(6) Entry of a decree of judicial dissolution under § 7-16-40.
History of Section.P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.
Structure 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 7-16-5.1. - 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 - [Repealed.]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 7-16-9. - 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 7-16-16. - 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 7-16-55. - 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.