Terms Used In Rhode Island General Laws > Chapter 7-12.1 > Article 11 > Part 1 - General Provisions

• Acquired entity: means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. See Rhode Island General Laws 7-12.1-1101
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Appraisal: A determination of property value.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Bequest: Property gifted by will.
• Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
• Buyer: means a person who buys or contracts to buy goods. See Rhode Island General Laws 6A-2-103
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Contract: A legal written agreement that becomes binding when signed.
• Conversion: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
• Converting entity: means the domestic entity that approves a plan of conversion pursuant to Rhode Island General Laws 7-12.1-1101
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Decedent: A deceased person.
• Department: means the department of environmental management of the state of Rhode Island. See Rhode Island General Laws 2-5-1
• Devise: To gift property by will.
• Director: means the director of environmental management of the state of Rhode Island. See Rhode Island General Laws 2-5-1
• Distributional interest: means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity. See Rhode Island General Laws 7-12.1-1101
• Domestication: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
• Foreign limited liability partnership: means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Rhode Island General Laws 7-12.1-102
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Governance interest: means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:

  (i)  Receive or demand access to information concerning, or the books and records of, the entity;

  (ii)  Vote for or consent to the election of the governors of the entity; or

  (iii)  Receive notice of or vote on or consent to an issue involving the internal affairs of the entity. See Rhode Island General Laws 7-12.1-1101

• Governor: means :

  (i)  A director of a business corporation;

  (ii)  A director or trustee of a nonprofit corporation;

  (iii)  A general partner of a general partnership;

  (iv)  A general partner of a limited partnership;

  (v)  A manager of a manager-managed limited liability company;

  (vi)  A member of a member-managed limited liability company;

  (vii)  A director of a general cooperative association;

  (viii)  A director of a limited cooperative association;

  (ix)  A manager of an unincorporated nonprofit association;

  (x)  A trustee of a statutory trust, business trust, or common-law business trust; or

  (xi)  Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. See Rhode Island General Laws 7-12.1-1101

• Interest: means :

  (i)  A share in a business corporation;

  (ii)  A membership in a nonprofit corporation;

  (iii)  A partnership interest in a general partnership;

  (iv)  A partnership interest in a limited partnership;

  (v)  A membership interest in a limited liability company;

  (vi)  A share in a general cooperative association;

  (vii)  A member's interest in a limited cooperative association;

  (viii)  A membership in an unincorporated nonprofit association;

  (ix)  A beneficial interest in a statutory trust, business trust, or common-law business trust; or

  (x)  A governance interest or distributional interest in any other type of unincorporated entity. See Rhode Island General Laws 7-12.1-1101

• Interest exchange: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
• Interest holder: means :

  (i)  A shareholder of a business corporation;

  (ii)  A member of a nonprofit corporation;

  (iii)  A general partner of a general partnership;

  (iv)  A general partner of a limited partnership;

  (v)  A limited partner of a limited partnership;

  (vi)  A member of a limited liability company;

  (vii)  A shareholder of a general cooperative association;

  (viii)  A member of a limited cooperative association;

  (ix)  A member of an unincorporated nonprofit association;

  (x)  A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or

  (xi)  Any other direct holder of an interest. See Rhode Island General Laws 7-12.1-1101

• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Rhode Island General Laws 7-12.1-102
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Merger: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
• Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Rhode Island General Laws 7-12.1-1101
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Rhode Island General Laws 7-12.1-1101
• Organic rules: means the public organic record and private organic rules of an entity. See Rhode Island General Laws 7-12.1-1101
• Partner: means a person that:

  (i)  Has become a partner in a partnership under Rhode Island General Laws 7-12.1-102

• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Partnership agreement: means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a partnership concerning the matters described in Rhode Island General Laws 7-12.1-102
• Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Rhode Island General Laws 7-12.1-102
• Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-12.1-1101
• Plan of conversion: means a plan under Rhode Island General Laws 7-12.1-1101
• Plan of domestication: means a plan under Rhode Island General Laws 7-12.1-1101
• Plan of interest exchange: means a plan under Rhode Island General Laws 7-12.1-1101
• Plan of merger: means a plan under Rhode Island General Laws 7-12.1-1101
• Private organic rules: means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. See Rhode Island General Laws 7-12.1-1101
• Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Rhode Island General Laws 7-12.1-102
• Public organic record: means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. See Rhode Island General Laws 7-12.1-1101
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Secretary of agriculture: means the secretary of agriculture of the United States. See Rhode Island General Laws 2-5-1
• Seller: means a person who sells or contracts to sell goods. See Rhode Island General Laws 6A-2-103
• Soil conservation and domestic allotment act: means the federal soil conservation and domestic allotment act, Rhode Island General Laws 2-5-1
• State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Rhode Island General Laws 7-12.1-102
• Surviving entity: means the entity that continues in existence after or is created by a merger. See Rhode Island General Laws 7-12.1-1101
• Trustee: A person or institution holding and administering property in trust.
• United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8