The Rhode Island Limited-liability Company Act
If enacted, HB 5664 would alter the current legal landscape governing LLCs in Rhode Island. By enabling members to buy out dissolving members, the bill seeks to stabilize LLCs and reduce disruptions that can negatively affect business operations. The amendment would shift some power dynamics within LLCs, giving majority or interested members the ability to control the outcome of potential dissolutions, which could be especially beneficial in tightly-held companies where interpersonal relationships affect business stability.
House Bill 5664 proposes amendments to the Rhode Island Limited-Liability Company Act, specifically allowing members of a limited-liability company (LLC) to avoid dissolution by purchasing the membership interest of a member seeking dissolution. This provision is designed to provide a mechanism for existing members to retain control of the LLC, thereby preventing the potential unintended consequences that may arise from a dissolution process. The bill introduces a formal process where a member can file an election to buy out the interests of those wishing to dissolve the company, providing an alternative to court disputes over the LLC's future.
Notably, discussions surrounding this bill may invoke various points of contention among legislators. Proponents argue that it protects the interests of remaining members and promotes business continuity, while opponents might raise concerns about fairness, especially if the buyout is not set at an agreeable fair market value. There could also be concerns about this provision favoring more financially secure members who could more easily afford to buy out their counterparts, thus potentially impacting diversity and equity within LLCs.
Additionally, the bill requires the court to intervene in instances where parties cannot agree on the fair market value of the membership interest, which is a significant addition to enhance judicial oversight in business transactions. Members would also be entitled to interest on the purchase price of their membership interest from the time they file the election to buy, ensuring they are compensated fairly throughout the process.