LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Rhode Island

At a glance

Requirements one by one

Current voting power follows capital value

Under R.I. Gen. Laws § 7-16-2(6), (11), (16), (19)-(25), capital value is the contributed fair-market value measured when contributed, reduced by distributions. § 7-16-21(a)-(f) gives unassigned interests votes in proportion to that capital value and uses a majority of all unassigned capital value for its six listed major-action categories.

The articles or operating agreement may set other voting rights. Under § 7-16-15(a)-(c), the governing documents may also create member groups or classes and adjust management rights. Managers use a different contrast under § 7-16-19: each manager has one vote and a manager majority acts unless the Act or governing documents provide otherwise.

Written action has unanimous and nonunanimous routes

Section 7-16-21(c) permits any member or manager action without a meeting when all entitled members or all managers consent in writing.

For a member action other than dissolution, substantially-all-assets transfer, or merger, subsection (d) permits less-than-unanimous written action when the consenting members hold at least the votes needed at a meeting with all entitled members present. The LLC must then give prompt notice to every member who would have been entitled to vote. The Act states no notice deadline or delivery method.

The written-action provisions state no electronic-consent method, delivery recipient, counterpart rule, collection period, future time or event, or pre- effectiveness revocation rule. Chapter 7-16 also states no general member- meeting caller, notice, waiver, quorum, adjournment, record date, or remote- presence standard.

The current Act supplies no general proxy route

The current Chapter 7-16 scheme contains no general member-proxy right or appointment form, electronic method, duration, delivery, revocation, irrevocability, death/incapacity effect, or consent scope. The articles, operating agreement, and other applicable law must be checked before another person votes for a member. Written consent under § 7-16-21 is a separate route, not an implied proxy appointment.

Written proceedings belong in company records

§ 7-16-22(a)-(b) requires records that show capital values and voting rights, the governing documents, written member or manager proceedings, and the listed tax and financial materials. Members may inspect required records on reasonable request during ordinary business hours.

§ 7-16-35(a)-(c) separates economics from governance. An assignee gets distributions but no management or member powers; a full assignment ends the assignor's membership and member powers, subject to the documents and the separate security-interest rule.

A replacement act begins January 1, 2028

Enacted 2026 R.I. Public Laws chapter 247, sections 2 and 4 repeals current Chapter 7-16 in full and makes its replacement effective January 1, 2028. This page states current law through December 31, 2027. Every dimension needs a fresh review for action on or after the replacement date.

What trips people up

• Majority follows unassigned capital value. It is not member headcount or merely the votes cast.
• Three actions cannot use the less-than-unanimous route. Dissolution, substantially-all-assets disposition, and merger require the unanimous written route if action is taken without a meeting.
• Prompt notice follows eligible nonunanimous action. The statute gives no fixed number of days or delivery method.
• Current law has an enacted end date. Do not use this chapter for action on or after January 1, 2028 without re-verification.

Common questions

Does assigning part of an interest transfer the member's vote?

No. The assignee receives the assigned distributions but no member powers. A full assignment, however, ends the assignor's membership and member powers under the statutory default.

May managers act without a meeting?

Yes, if all managers consent in writing. The less-than-unanimous written route in subsection (d) is written for member votes, not manager decisions.

Does Rhode Island provide a statutory LLC proxy form?

The current Chapter 7-16 provisions do not. Check the governing documents and other applicable law before relying on a proxy.

Statutes and sources

• R.I. Gen. Laws §§ 7-16-2 and 7-16-15 — capital-value, entity, agreement, member/manager, signature, and management-right definitions and options. Official § 7-16-2 and official § 7-16-15 (accessed August 30, 2026).
• R.I. Gen. Laws § 7-16-21 — capital-value voting, major-action threshold, unanimous and nonunanimous written action, prompt notice, and action effect. Official § 7-16-21 (accessed August 30, 2026).
• R.I. Gen. Laws § 7-16-22 — company records and member inspection. Official § 7-16-22 (accessed August 30, 2026).
• R.I. Gen. Laws § 7-16-35 — assignment effects on economics and member powers. Official § 7-16-35 (accessed August 30, 2026).
• 2026 R.I. Public Laws chapter 247 — full repeal/replacement and January 1, 2028 effective date. Official enacted act (accessed August 30, 2026).