Locke selects this document family’s maintained state configuration after the state answer is saved. County, address, and later interview answers narrow any clauses that use those facts.
Governing Law and Venue (Rhode Island)
The laws of the State of Rhode Island govern this document, without regard to conflict-of-law rules, except where nonwaivable federal or local law applies. Electronic signatures and records are recognized under the Uniform Electronic Transactions Act framework as adopted in Rhode Island where applicable. Subject to nonwaivable law, the parties consent to venue in a county in Rhode Island with a substantial connection to the parties or the subject of this document for disputes arising out of this document.
LLC Formation-State Module — Rhode Island
The Company is formed or being formed under the limited liability company law of Rhode Island. This operating agreement does not create the Company; the formation filing accepted by the Rhode Island filing office controls whether and when the Company exists. The terms member, manager, member-managed, and manager-managed are used subject to Rhode Island law. A filed public record may need to identify the management structure or authority separately. The Company must maintain its registered agent, registered office, periodic reports, taxes, licenses, and other required records independently of this agreement. No provision waives a nonwaivable statutory duty, mandatory member right, required filing, liability for personal misconduct, improper-distribution liability, fraud liability, or another rule that Rhode Island law does not permit the members to eliminate.
LLC Adoption and Records — Rhode Island
The members should sign the operating agreement and initial consent in their stated capacities and retain complete copies with the Company's Rhode Island formation record. Entity members sign through an identified authorized representative; a manager signs a manager acceptance separately from a member signature. Electronic signatures, written consents, and electronic Company records may be used to the extent recognized in Rhode Island, but a bank, tax agency, filing office, or other third party may require its own form or authentication. Update the member schedule, contribution schedule, manager record, and ownership ledger together after an authorized change.
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