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Bill > H5566


RI H5566

RI H5566
Permits a member or members of a limited-liability company to avoid dissolution by buying the membership interest owned by the other member or members seeking dissolution.


summary

Introduced
02/26/2025
In Committee
02/26/2025
Crossed Over
Passed
Dead
06/20/2025

Introduced Session

2025 Regular Session

Bill Summary

This act would permit a member or members of a limited-liability company to avoid dissolution by buying the membership interest owned by the other member or members seeking dissolution. This act would take effect upon passage.

AI Summary

This bill amends the Rhode Island Limited-Liability Company (LLC) Act to provide a mechanism for preventing the dissolution of an LLC when one or more members petition for dissolution. Under the new provisions, other members of the LLC can avoid dissolution by electing to purchase the membership interest of the member(s) seeking to dissolve the company. The buyout process requires the purchasing members to pay the fair market value of the membership interest, which will be determined by the court if the parties cannot agree on a price. The bill outlines a detailed procedure where members can file an election to purchase the interest, provide notice to other members, and allow for a pro rata purchase if multiple members want to buy the interest. The court can set the terms of the purchase, including installment payments, and the petitioning member is entitled to interest on the purchase price from the date of the election. This provision gives LLC members an alternative to complete dissolution, potentially preserving the business and providing a fair exit strategy for members who wish to leave the company.

Committee Categories

Business and Industry

Sponsors (5)

Last Action

Committee recommended measure be held for further study (on 03/04/2025)

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