Product Description

Recent updates:

• Update: August 2021

  Dear Subscriber:

  Thank you for augmenting your library with the 2021 edition of A Practical Guide to Organizing a Business in Rhode Island. This latest edition brings updated resources within your immediate reach—for fast, accurate, and practical answers to your questions.

  Highlights from the many issues addressed in this edition include

  • the repeal of Rhode Island's annual franchise tax;

  • an extensive discussion of social-business hybrid entities—low-profit liability companies (L3Cs) and benefit corporations (B-corps)—which blend elements of profit-driven and mission-driven organizations:
    • aspects of L3Cs addressed include minimum asset distribution requirements; elements of "program-related investments" (PRIs) necessary for tax-exempt status; and provisions that must be included in the articles of organization;
    • aspects of B-corps addressed include the definition of a "general public benefit"; shareholder approval rights; distinct duties of boards of directors; and annual reporting requirements;

  • procedures for revoking articles of incorporation;

  • numerous revisions to sample operating agreements provided for limited liability companies (LLCs) and forms required for limited partnerships;

  • elimination in 2020 of the requirement that a certificate of good standing be obtained for mergers and dissolutions of most types of Rhode Island business entities (the requirement remains in place for limited partnerships);

  • fees owed to the Rhode Island secretary of state and the Rhode Island Division of Taxation;

  • developments in the ethics of business law practice, including numerous R.I. Supreme Court Ethics Advisory Panel opinions addressing conflict-of-interest issues; and

  • updated noncompetition laws in Rhode Island and Massachusetts.

  We trust you will find this latest version of A Practical Guide to Organizing a Business in Rhode Island an invaluable resource for your busy practice.

  Very truly yours,

  John M. Lawlor, MCLE Publications Attorney

Table of Contents

Chapter 1 expand

Overview of Types of Business Entities

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Margaret D. Farrell, Esq., Hinckley Allen LLP

Chapter 2 expand

General Considerations in Selecting Type of Business Entity

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Douglas G. Gray, Esq.,

Chapter 3 expand

Tax Issues in Selecting Type of Business Entity

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Kathryn Galbraith Day, Esq., Klein Hornig LLP
G. Scott Nebergall, Esq.,

Chapter 4 expand

Incorporating a Business

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James E. (Ted) Long, Esq., Holland & Knight LLP

Exhibit 4A

- Form of Incorporator’s Consent Buy Form

Exhibit 4B

- Form of Articles of Incorporation Buy Form

Exhibit 4C

- Form of Exhibit to the Articles of Incorporation Buy Form

Exhibit 4D

- Form of Bylaws Buy Form

Exhibit 4E

- Form of Consent of the Shareholders Buy Form

Exhibit 4F

- Form of Unanimous Consent of the Board Buy Form

Chapter 5 expand

Forming a Limited Liability Company

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Allison L. Fleet, Esq., Partridge Snow & Hahn LLP
James H. Hahn, Esq., Partridge Snow & Hahn LLP
Theodore B. Howell, Esq., Howell Legal Inc.

Exhibit 5A

- Articles of Organization Form Buy Form

Exhibit 5B

- Sample Operating Agreement: Multiple Member, Manager-Managed Buy Form

Exhibit 5C

- Sample Operating Agreement: Multiple Member, Member-Managed Buy Form

Exhibit 5D

- Sample Operating Agreement: Single Member Buy Form

Exhibit 5E

- Default Provisions Applicable to LLCs Organized Under the Act Buy Form

Exhibit 5F

- Mandatory Provisions Contained in the Act Buy Form

Chapter 6 expand

Organizing Other Business Entities

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Jeffrey B. Cianciolo, Esq., McLaughlinQuinn LLC
Marcus I. Howell, Esq., McLaughlinQuinn LLC

Exhibit 6A

- Application for Registered Limited Liability Partnership Buy Form

Exhibit 6B

- Renewal for Registered Limited Liability Partnership Buy Form

Exhibit 6C

- Notice of Foreign Registered Limited Liability Partnership Buy Form

Exhibit 6D

- Certificate of Limited Partnership Buy Form

Exhibit 6E

- Certificate of Amendment to Certificate of Limited Partnership Buy Form

Exhibit 6F

- Certificate of Cancellation of Certificate of Limited Partnership Buy Form

Exhibit 6G

- Application for Certificate of Registration by a Foreign Limited Partnership Buy Form

Exhibit 6H

- Certificate of Conversion Buy Form

Exhibit 6I

- Certificate of Conversion to Non–Rhode Island Entity Buy Form

Exhibit 6J

- Articles of Incorporation for a Professional Service Corporation Buy Form

Chapter 7 expand

Issuing Equity in the Business

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Matthew M. Phillips, IGT
Michael F. Sweeney, Esq., Duffy & Sweeney LTD

Chapter 8 expand

Agreements Among Stakeholders

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Paul M. Mahoney, Jr., Esq., Locke Lord LLP
Richard G. Small, Esq., Locke Lord LLP

Chapter 9 expand

Protecting Intellectual Property

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Jerry Cohen, Esq., Burns & Levinson LLP

Chapter 10 expand

Maintaining and Operating the Business Entity

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Richard G. Small, Esq., Locke Lord LLP

Chapter 11 expand

Ethics Considerations in Representing the Business Entity

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Susan Leach DeBlasio, Esq., Adler, Pollock & Sheehan, PC

Exhibit 11A

- Sample Letter Waiving Conflict for Concurrent Representation of Multiple Clients Buy Form

Exhibit 11B

- Sample Letter Declining Representation Due to a Conflict of Interest Buy Form

Exhibit 11C

- Sample Letter Withdrawing Representation Due to a Conflict of Interest Buy Form

Exhibit 11D

- Rhode Island General Laws § 19-9-7 Buy Form

Exhibit 11E

- Sample Authorization for Opinion of Borrower’s Counsel Buy Form

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