2021 -- H 5984

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LC002128

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2021

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- RHODE

ISLAND BUSINESS CORPORATION ACT

     

     Introduced By: Representative Mary Ann Shallcross Smith

     Date Introduced: February 26, 2021

     Referred To: House Judiciary

     (Secretary of State)

It is enacted by the General Assembly as follows:

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     SECTION 1. Section 7-1.2-1501 of the General Laws in Chapter 7-1.2 entitled "Rhode

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Island Business Corporation Act" is hereby amended to read as follows:

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     7-1.2-1501. Annual reports of domestic and foreign corporations.

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     (a) Each domestic corporation, and each foreign corporation authorized to transact business

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in this state, shall file, within the time prescribed by this chapter, an annual report stating:

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     (1) The name of the corporation and the state or country under the laws of which it is

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incorporated;

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     (2) A brief statement of the character of the business in which the corporation is actually

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engaged in this state;

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     (3) The names and respective addresses of the directors and officers of the corporation;

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     (4) A statement of the aggregate number of shares which the corporation has authority to

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issue, itemized by classes, par value of shares, if any, and series, if any, within a class;

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     (5) A statement of the aggregate number of issued shares, itemized by classes, par value of

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shares, if any, and series, if any, within a class;

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     (6) Any additional information that is required by the secretary of state.

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     (b) The annual report must be made on forms prescribed and furnished by the secretary of

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state, and the information contained therein must be given as of the date of the execution of the

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report. It must be executed on behalf of the corporation by its authorized representative, or, if the

 

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corporation is in the hands of a receiver or trustee, it must be executed on behalf of the corporation

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by the receiver or trustee.

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     (c) The annual report of a domestic or foreign corporation must be delivered to the secretary

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of state between January 1 and March 1 February 1 and May 1 of each year, except that the first

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annual report of a domestic or foreign corporation must be filed between January 1 and March 1

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February 1 and May 1 of the year following the calendar year in which its articles of incorporation

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were filed with or its certificate of authority was issued by the secretary of state. Proof to the

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satisfaction of the secretary of state that prior to March 1 May 1 the report was deposited in the

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United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be

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a compliance with this requirement.

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     (d) If the secretary of state finds that the annual report conforms to the requirements of this

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chapter, the secretary of state shall file the report. If the secretary of state finds that it does not

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conform, the secretary of state shall promptly return the report to the corporation for any necessary

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corrections, in which event the penalties subsequently prescribed for failure to file the report within

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the time previously provided do not apply if the report is corrected to conform to the requirements

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of this chapter and returned to the secretary of state within thirty (30) days from the date on which

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it was mailed to the corporation by the secretary of state.

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     (e) Each corporation, domestic or foreign, that fails or refuses to file its annual report for

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any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of

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twenty-five dollars ($25.00) per year.

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     SECTION 2. Sections 7-6-90 and 7-6-91 of the General Laws in Chapter 7-6 entitled

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"Rhode Island Nonprofit Corporation Act" are hereby amended to read as follows:

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     7-6-90. Annual report of domestic and foreign corporations.

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     (a) Each domestic corporation, and each foreign corporation authorized to conduct affairs

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in this state, shall file, within the time prescribed by this chapter, an annual report setting forth the

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following information as of the date of the report:

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     (1) The name of the corporation and the state or country under the laws of which it is

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incorporated;

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     (2) The address of the registered office of the corporation in this state and the name of its

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registered agent in this state at the address;

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     (3) The address of the principal office of the corporation;

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     (4) A brief statement of the character of the affairs that the corporation is actually

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conducting, or, in the case of a foreign corporation, that the corporation is actually conducting in

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this state;

 

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     (5) The names and respective addresses of the directors and officers of the corporation.

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     (b) The annual report shall be made on forms prescribed and furnished by the secretary of

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state and the information contained in the report shall be given as of the date of the execution of

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the report. It shall be executed by the corporation by its president, a vice president, secretary, an

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assistant secretary, treasurer, or authorized representative, or, if the corporation is in the hands of a

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receiver or trustee, it shall be executed on behalf of the corporation by the receiver or trustee.

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     7-6-91. Filing of annual report of domestic and foreign corporations.

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     (a) The annual report of a domestic or foreign corporation shall be delivered to the secretary

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of state during the month of June between February 1 and May 1 of each year, except that the first

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annual report of a domestic or foreign corporation shall be filed during the month of June between

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February 1 and May 1 of the year following the calendar year in which its certificate of

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incorporation or its certificate of authority was issued by the secretary of state.

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     (b) Proof to the satisfaction of the secretary of state that prior to the first day of July May

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the report was deposited in the United States mail in a sealed envelope, properly addressed, with

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postage prepaid, is deemed a compliance with this requirement.

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     (c) If the secretary of state finds that the report conforms to the requirements of this chapter,

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the secretary of state shall file the report.

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     (d) If the secretary of state finds that it does not conform, the secretary of state shall

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promptly return the report to the corporation for any necessary corrections, in which case the

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penalties subsequently prescribed for failure to file the report within the time above provided do

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not apply if the report is corrected to conform to the requirements of this chapter and returned to

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the secretary of state within thirty (30) days from the date on which it was mailed to the corporation

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by the secretary of state.

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     SECTION 3. Sections 7-16-12 and 7-16-66 of the General Laws in Chapter 7-16 entitled

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"The Rhode Island Limited-Liability Company Act" are hereby amended to read as follows:

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     7-16-12. Amendment and restatement of articles of organization.

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     (a) The articles of organization shall be amended when:

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     (1) There is a change in the name of the limited-liability company; or

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     (2) A company that did not previously have managers designates managers, or a company

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that previously did have managers is to be managed by its members; or

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     (3) There is a change in the manager of record.

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     (b) The articles of organization may be amended at any time and in any respect that is

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desired, as long as the articles of organization, as amended, contain only those provisions as are

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lawful under this chapter.

 

LC002128 - Page 3 of 6

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     (c) The articles of organization may be restated at any time. Any restatement may include

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additional amendments.

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     7-16-66. Annual report of domestic and foreign limited-liability companies.

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     (a) Each domestic limited-liability company and each foreign limited-liability company

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authorized to transact business in this state, shall file, between the first day of September February

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and the first day of November May in each year following the calendar year in which its original

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articles of organization or application for registration were filed with the secretary of state, an

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annual report setting forth:

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     (1) The name and address of the principal office of the limited-liability company;

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     (2) The state or other jurisdiction under the laws of which it is formed;

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     (3) The name and address of its resident agent;

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     (4) The current mailing address of the limited-liability company and the name or title of a

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person to whom communications may be directed;

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     (5) A brief statement of the character of the business in which the limited-liability company

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is actually engaged in this state; and

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     (6) Any additional information required by the secretary of state. ; and

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     (7) If the limited-liability company has managers, the name and address of each of its

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managers.

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     (b) The information in the annual report shall be given as of the date of the execution of

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the report. It shall be executed by an authorized person of the domestic limited-liability company

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and by a person with authority to do so under the laws of the state or other jurisdiction of

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organization of a foreign limited-liability company. Proof to the satisfaction of the secretary of state

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that prior to November 1st May 1 the report was deposited in the United States mail in a sealed

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envelope, properly addressed, with postage prepaid, is deemed to be timely filed.

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     (c) If the secretary of state finds that the annual report conforms to the requirements of this

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chapter, the secretary of state shall file the report. If the secretary of state finds that it does not

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conform, the secretary of state shall promptly return the report to the limited-liability company for

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any necessary corrections, in which event the penalties subsequently prescribed for failure to file

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the report within the time previously provided do not apply if the report is corrected to conform to

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the requirements of this chapter and returned to the secretary of state within thirty (30) days from

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the date on which it was mailed to the limited-liability company by the secretary of state.

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     (d) Each limited-liability company, domestic or foreign, that fails or refuses to file its

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annual report for any year within thirty (30) days after the time prescribed by this chapter is subject

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to a penalty of twenty-five dollars ($25.00) per year.

 

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     SECTION 4. This act shall take effect upon passage.

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LC002128

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- RHODE

ISLAND BUSINESS CORPORATION ACT

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     This act would require that annual reports of domestic and foreign business corporations,

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nonprofit corporations, and limited liability companies be filed with the secretary of state between

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February 1 and May 1 of each year.

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     This act would take effect upon passage.

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LC002128

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