Rhode Island 2026 Regular Session

Rhode Island House Bill H7339

Introduced
1/28/26  

Caption

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.

Impact

The passing of HB 7339 would have significant implications for LLCs in Rhode Island. It would help ensure that disagreements among members regarding business direction do not automatically lead to a dissolution of the LLC, allowing for more flexible management structures. This could encourage investment and stability within such businesses, as members could feel more secure in their investments if they know they have options to buy out dissenting members rather than facing dissolution. The change would make it easier for LLCs to resolve conflicts internally rather than resorting to the courts for judicial dissolution.

Summary

House Bill 7339 seeks to amend the Rhode Island Limited Liability Company Act by allowing members of a limited liability company (LLC) to avoid dissolution through the buyout of a membership interest owned by any member seeking dissolution. This amendment addresses situations where a member petitions for dissolution, providing an alternative route for maintaining the LLC without leading to a complete winding up of its business operations. The bill specifically allows the other members to purchase the interest at its fair market value, thus potentially preserving the continuity of the company.

Contention

While the bill presents an opportunity for intra-company resolution and could reduce costly legal battles, there are notable points of contention. Opponents may argue that the provision requiring members to buy out others seeking dissolution could be unfairly burdensome or create discord between members who may disagree on the valuation of membership interests. Additionally, the process for determining fair market value and the conditions under which a buyout must occur may become contentious. Therefore, while the bill aims to prevent dissolution, it might also introduce new sources of conflict among members regarding buyouts.

Companion Bills

No companion bills found.

Previously Filed As

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.

RI S0711

Restructures the Rhode Island Housing and Conservation Trust Fund, increases its membership to 15 members, 11 of whom are to be from the general public and reallocates the percentage of the funds for housing, conservation and other goals.

RI H5310

Restructures the Rhode Island Housing and Conservation Trust Fund, increases its membership to 15 members, 11 of whom are to be from the general public and reallocates the percentage of the funds for housing, conservation and other goals.

RI S0408

Increases the membership of the energy facility siting board from 3 to 5 members and would revise the process of energy facility siting to mandate inclusion/participation of the host community of the facility as well as of the public and cities and towns.

RI H6322

HOUSE RESOLUTION AMENDING THE MEMBERSHIP AND EXTENDING THE REPORTING AND EXPIRATION DATES OF THE SPECIAL LEGISLATIVE COMMISSION TO STUDY HOUSING AFFORDABILITY (Increases the membership from eighteen (18) to twenty-one (21), and extend the reporting and expiration dates of the Commission to Study Housing Affordability from June 7, 2025, to June 5, 2027, and would expire on June 26, 2027.)

RI H6285

HOUSE RESOLUTION AMENDING THE MEMBERSHIP AND EXTENDING THE REPORTING AND EXPIRATION DATES OF THE SPECIAL LEGISLATIVE COMMISSION TO STUDY HOUSING AFFORDABILITY (Increases the membership from eighteen (18) to twenty (20), and extend the reporting and expiration dates of the Commission to Study Housing Affordability from June 7, 2025, to June 5, 2027, and would expire on June 26, 2027.)

RI H5664

Increases the membership of the state crime laboratory commission from five (5) to nine (9). The overseer and co-executive secretaries of the commission have been changed to the deans of URI's colleges of pharmacy and engineering.

RI H5344

HOUSE RESOLUTION EXTENDING THE REPORTING AND EXPIRATION DATES AND AMENDING THE MEMBERSHIP OF THE LEGISLATIVE STUDY COMMISSION ON CLIMATE CHANGE IMPACT AND SOLUTIONS (Increases the membership of the commission from 17 to 18, and extends the reporting and expiration dates of the special house commission on climate change from May 14, 2025, to May 14, 2026, and expires on June 18, 2026.)

RI S0414

Permits paid members on the state labor relations board to continue to receive their retirement benefits.

RI H6009

Authorizes a retroactive tax credit for tax yr 2026/thereafter/allowing investment tax credits to be passed through to the personal income tax returns of eligible Sub-S corporation shareholders/limited liability company members who meet certain conditions

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