Chapter
097
2007 -- H 6246
Enacted 06/27/07
A N A C T
RELATING
TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - THE RHODE ISLAND LIMITED
LIABILITY COMPANY ACT
Introduced
By: Representatives Jackson, Schadone, Vaudreuil, Gablinske, and Silva
Date
Introduced: April 04, 2007
It is enacted by the General Assembly as
follows:
SECTION 1.
Sections 7-16-6, 7-16-12, 7-16-41, 7-16-42, 7-16-65 and 7-16-66 of the
General Laws in Chapter 7-16 entitled "The
Rhode Island Limited Liability Company Act" are
hereby amended to read as follows:
7-16-6.
Articles of organization. -- (a) The articles of organization shall set
forth:
(1) The name of
the limited liability company;
(2) The name and
address of its resident agent in this state;
(3) A statement
whether, under the articles of organization and any written operating
agreement made or intended to be made, the
limited liability company is intended to be:
(i) Treated as a
partnership,
(ii) As a corporation,
or
(iii) Disregarded
as an entity separate from its member for purposes of federal income
taxation;
(4) The address
of the principal office of the limited liability company if it is determined
at the time of organization;
(5) Any other
provision, not inconsistent with law, which the members elect to set out in
the articles, including, but not limited to, any
limitation of the purposes or duration for which the
limited liability company is formed, and any
other provision which may be included in an
operating agreement;
(6) A statement
of whether the limited liability company is to be managed by its
members or by one or more managers, and if the
limited liability company has managers at the
time of its formation, the name and address of
each manager.
(7) The name
and address of the person authorized to sign and who does sign the articles
of organization.
(b) It is not
necessary to set out in the articles of organization any of the powers
enumerated in this chapter.
7-16-12.
Amendment and restatement of articles of organization. -- (a) The
articles of
organization shall be amended when there is:
(1) A There
is a change in the name of the limited liability company; or
(2) A change
in the managers of the limited liability company set forth in the articles of
organization, a A company that
did not previously have managers designates managers, or a
company that previously did have managers is to
be managed by its members.
(b) The articles
of organization may be amended at any time and in any respect that is
desired, as long as the articles of
organization, as amended, contain only those provisions as are
lawful under this chapter.
(c) The articles of
organization may be restated at any time. Any restatement may
include additional amendments.
7-16-41.
Revocation of certificate of organization. -- (a) The certificate of
organization
of a limited liability company may be revoked by
the secretary of state on the conditions
prescribed in this section when it is
established that:
(1) The limited
liability company procured its articles of organization through fraud;
(2) The limited
liability company has continued to exceed or abuse the authority
conferred upon it by law;
(3) The limited
liability company has failed to file its annual report within the time
required by this chapter, or has failed to pay
any fees or taxes due this state, when they have
become due and payable;
(4) The limited
liability company has failed for thirty (30) days to appoint and maintain a
resident agent in this state as required by this
chapter;
(5) The limited
liability company has failed, after change of its resident agent, to file in
the office of the secretary of state a statement
of the change as required by this chapter;
(6) The limited
liability company has failed to file in the office of the secretary of state
any amendment to its articles of organization or
any articles of dissolution, merger or
consolidation as prescribed by this chapter; or
(7) A
misrepresentation has been made of any material matter in any application,
report,
affidavit, or other document submitted by the
limited liability company pursuant to this chapter.
(b) No
certificate of organization of a limited liability company shall be revoked by
the
secretary of state unless:
(1) The secretary
of state shall have given the limited liability company not less than
sixty (60) days notice thereof by regular mail
addressed to the resident agent in this state on file
with the secretary of state's office; provided,
however, that if a prior mailing addressed to the
address of the resident agent of the limited
liability company in this state currently on file with
the secretary of state's office has been
returned to the secretary of state as undeliverable by the
United States Postal Service for any reason, or
if the revocation notice is returned as
undeliverable to the secretary of state's office
by the United States Postal Service for any reason,
the secretary of state shall give notice as
follows:
(i) To the
limited liability company, domestic or foreign, at its principal office of
record
as shown in its most recent annual report, and
no further notice shall be required; or
(ii) In the case
of a limited liability company which has not yet filed an annual report,
then to the domestic limited liability company
at the principal office in the articles of organization
or to the authorized person listed on the
articles of organization, or to the foreign limited liability
company at the office required to be maintained
by the limited liability company in its state of
organization, and no further notice shall be
required; and
(2) The limited
liability company fails prior to revocation to file the annual report, pay
the fees or taxes, file the required statement
of change of resident agent, file the articles of
amendment or articles of dissolution, merger or
consolidation, or correct the misrepresentation.
7-16-42.
Issuance of certificates of revocation. -- (a) Upon revoking any such
certificate
of organization of the limited liability
company, the secretary of state shall:
(1) Issue a
certificate of revocation in duplicate;
(2) File one of
the certificate in the secretary of state's office;
(3) Send to the
limited liability company by regular mail a certificate of revocation,
addressed to the resident agent of the limited
liability company in this state on file with the
secretary of state's office; provided, however,
that if a prior mailing addressed to the address of
the resident agent of the limited liability
company in this state currently on file with the secretary
of state's office has been returned to the
secretary of state as undeliverable by the United States
Postal Service for any reason, or if the
revocation certificate is returned as undeliverable to the
secretary of state's office by the United States
Postal Service for any reason, the secretary of state
shall give notice as follows:
(i) To the
limited liability company, domestic or foreign, at its principal office of
record
as shown in its most recent annual report, and
no further notice shall be required; or
(ii) In the case
of a limited liability company which has not yet filed an annual report,
then to the domestic limited liability company
at the principal office in the articles of organization
or to the authorized person listed on the
articles of organization, or to the foreign limited liability
company at the office required to be maintained
by the limited liability company in its state of
organization, and no further notice shall be
required.
(b) Upon the
issuance of the certificate of revocation, the authority of the limited
liability
company to transact business in this state
ceases.
7-16-65.
Filing, service, and copying fees. -- The secretary of state shall
charge and
collect:
(1) For filing
the original articles of organization, a fee of $150.00;
(2) For amending,
restating or amending and restating the articles of organization, a fee
of $50.00, provided that a fee of ten dollars
($10.00) is payable if the amendment is solely to
indicate a change in managers pursuant to
section 7-16-12(a)(2);
(3) For filing
articles of merger or consolidation and issuing a certificate, a fee of
$100.00;
(4) For filing
articles of dissolution, a fee of $50.00;
(5) For issuing a
certificate of good standing/letter of status, a fee of twenty dollars
($20.00);
(6) For issuing a
certificate of fact, a fee of thirty dollars ($30.00);
(7) For
furnishing a certified copy of any document, instrument or paper relating to a
domestic or foreign limited liability company, a
fee of fifteen cents ($.15) per page and ten
dollars ($10.00) for the certificate and
affirming the seal to it;
(8) For accepting
an application for reservation of a name, or for filing a notice of the
transfer or cancellation of any name
reservation, a fee of $50.00;
(9) For filing a
fictitious business name statement or abandonment of use of a fictitious
business name, a fee of $50.00;
(10) For filing a
statement of change of resident agent and address of registered agent, a
fee of $20.00;
(11) For filing a
statement of change of address only for a resident agent, no fee;
(12) For any
service of notice, demand or process on the registered agent of a foreign or
domestic limited liability company, a fee of $15.00,
which amount may be recovered as taxable
costs by the party to be sued, action or
proceeding causing the service to be made if the party
prevails in the suit;
(13) For filing
an annual report, a fee of $50.00;
(14) For filing a
certificate of correction, a fee of $50.00;
(15) For filing
an application for registration as a foreign limited liability company, a fee
of $150.00;
(16) For filing a
certificate of amendment to the registration of a foreign limited liability
company, a fee of $50.00, provided that a fee
of ten dollars ($10.00) shall be payable if the
amendment is solely to indicate a change in
managers pursuant to section 7-16-52; and
(17) For filing a
certificate of cancellation of a foreign limited liability company, a fee of
$75.00.
7-16-66.
Annual report of domestic and foreign limited liability companies. --
(a)
Each domestic limited liability company and each
foreign limited liability company authorized to
transact business in this state, shall file,
between the first day of September and the first day of
November in each year following the calendar
year in which its original articles of organization
or application for registration were filed with
the secretary of state, an annual report setting forth:
(1) The name and
address of the principal office of the limited liability company;
(2) The state or
other jurisdiction under the laws of which it is formed;
(3) The name and
address of its resident agent;
(4) The current
mailing address of the limited liability company and the name or title of
a person to whom communications may be directed;
(5) A brief
statement of the character of the business in which the limited liability
company is actually engaged in this state;
(6) Any
additional information required by the secretary of state; and
(7) If the
limited liability company has managers, the name and address of each of its
managers.
(b) The information
in the annual report shall be given as of the date of the execution of
the report. It shall be executed by an
authorized person of the domestic limited liability company
and by a person with authority to do so under the
laws of the state or other jurisdiction of
organization of a foreign limited liability
company. Proof to the satisfaction of the secretary of
state that prior to November 1st the report was
deposited in the United States mail in a sealed
envelope, properly addressed, with postage
prepaid, is deemed to be timely filed.
(c) If the
secretary of state finds that the annual report conforms to the requirements of
this chapter, the secretary of state shall file
the report. If the secretary of state finds that it does
not conform, the secretary of state shall
promptly return the report to the limited liability
company for any necessary corrections, in which
event the penalties subsequently prescribed for
failure to file the report within the time previously
provided do not apply if the report is corrected
to conform to the requirements of this chapter
and returned to the secretary of state within thirty
(30) days from the date on which it was mailed
to the limited liability company by the secretary
of state.
(d) Each
limited liability company, domestic or foreign, that fails or refuses to file
its
annual report for any year within thirty (30)
days after the time prescribed by this chapter is
subject to a penalty of twenty-five dollars
($25.00) per year.
SECTION 2. This
act shall take effect upon passage.
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LC02830
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