Protected and Registered Series LLC Formation Requirements in Rhode Island
At a glance
| Governing act and covered entity | R.I. Gen. Laws ch. 7-16, Rhode Island Limited Liability Company Act; ordinary domestic LLC (§§ 7-16-1, -5). |
|---|---|
| Domestic series route | No domestic protected, registered, or designated series route in current Title 7 or Chapter 7-16 indexes; § 7-16-5 forms one LLC. |
| Parent LLC authorization and notice | Ordinary articles name the LLC and may include other lawful provisions; no statutory parent-series notice (§ 7-16-6(a)(1), (5)). |
| Who creates a series and when | N/A to domestic series; persons deliver ordinary LLC articles, and the LLC forms when the secretary accepts them and issues a certificate (§ 7-16-5). |
| Series-level public filing | N/A to domestic series; § 7-16-8(g) sets the ordinary document effective-time rule, not a series filing. |
| Series name | N/A to domestic series; ordinary articles state the LLC name (§ 7-16-6(a)(1)). |
| Records and associated assets | N/A to domestic series; LLC property is held, owned, and conveyed in the LLC name (§ 7-16-68). |
| Statutory asset segregation | Section 7-16-23 protects members/managers solely by status; § 7-16-68 directs LLC property to the LLC name. |
| Changes and termination | No series termination record; ordinary articles may be amended, and dissolution articles follow LLC winding up (§§ 7-16-12(b), -47). |
| Outside scope and effect limits | Domestic LLC formation finding only; foreign recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
Ordinary LLC formation under Chapter 7-16
R.I. Gen. Laws § 7-16-1 names the Rhode Island Limited Liability Company Act. Under § 7-16-5(a)-(b), one or more persons deliver executed articles of organization, and the LLC forms when the secretary of state accepts the articles and issues a certificate. Section 7-16-6(a)(1) requires the LLC name in those articles; § 7-16-8(g) supplies the ordinary filing effective-time rule.
The current Title 7 chapter index identifies Chapter 7-16 as the LLC act and lists no separate series LLC chapter. The Chapter 7-16 section index contains no domestic series creation, designation, registration, or interseries asset-limitation procedure. Section 7-16-68 instead states that LLC property is held, owned, and conveyed in the LLC name.
What trips people up
Section 7-16-6(a)(5) permits other lawful provisions in ordinary LLC articles, including matters that may go in an operating agreement. That permission does not itself create a statutory series filing or asset-association test. Section 7-16-23 protects members and managers from LLC obligations solely by their status; it does not separate assets of purported series within the LLC.
Common questions
Can members add series language to the articles? Section 7-16-6(a)(5) allows other provisions consistent with law, but current Chapter 7-16 supplies no domestic protected-series designation or interseries liability rule.
Can the LLC amend its articles later? Yes. Section 7-16-12(b) permits lawful amendments to ordinary LLC articles. It does not establish a separate series amendment process.
What filing follows dissolution? Under § 7-16-47, articles of dissolution generally follow the LLC's winding up within the stated period and exception. That is an ordinary LLC record, not a series termination filing.
Statutes and sources
- R.I. Gen. Laws § 7-16-1: “This chapter shall be known and may be cited as the “Rhode Island Limited Liability Company Act”.” https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-1.htm (accessed 2026-09-27).
- R.I. Gen. Laws § 7-16-5(a): “One or more persons may form a limited liability company by delivering or causing to be delivered executed articles of organization for filing with the secretary of state.” https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-5.htm (accessed 2026-09-27).
- R.I. Gen. Laws § 7-16-5(b): “When the secretary of state accepts the articles of organization for filing and issues the certificate of organization, the limited liability company is formed under the name and subject to the conditions and provisions stated in its articles of organization.” https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-5.htm (accessed 2026-09-27).
- R.I. Gen. Laws § 7-16-6(a)(1): “The name of the limited liability company;” https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-6.htm (accessed 2026-09-27).
- R.I. Gen. Laws § 7-16-6(a)(5): “Any other provision, not inconsistent with law, that the members elect to set out in the articles, including, but not limited to, any limitation of the purposes or duration for which the limited liability company is formed, and any other provision that may be included in an operating agreement;” https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-6.htm (accessed 2026-09-27).
- R.I. Gen. Laws § 7-16-8(g): “The document becomes effective upon the issuance of the certificate or other evidence or at any later date that is set forth within the document, not more than ninety (90) days after the filing of such document.” https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-8.htm (accessed 2026-09-27).
- R.I. Gen. Laws § 7-16-12(b): “The articles of organization may be amended at any time and in any respect that is desired, as long as the articles of organization, as amended, contain only those provisions as are lawful under this chapter.” https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-12.htm (accessed 2026-09-27).
- R.I. Gen. Laws § 7-16-23: “A member or manager of a limited liability company is not liable for the obligations of the limited liability company solely by reason of being a member or manager.” https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-23.htm (accessed 2026-09-27).
- R.I. Gen. Laws § 7-16-47: “Not later than thirty (30) days following the dissolution and winding up of the limited liability company for any cause other than that set forth in § 7-16-39(1), articles of dissolution shall be filed in the office of the secretary of state and set forth:” https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-47.htm (accessed 2026-09-27).
- R.I. Gen. Laws § 7-16-68: “Real and personal property owned, purchased, or leased by a limited liability company shall be held, owned, and conveyed in the limited liability company name.” https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-68.htm (accessed 2026-09-27).
Source links
Every statute quoted above, linked, with the date we checked it.
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