Chapter 109

2007 -- S 0831

Enacted 06/27/07

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- LIMITED PARTNERSHIPS

Introduced By: Senator William A. Walaska

Date Introduced: March 07, 2007

 It is enacted by the General Assembly as follows:

     SECTION 1. Sections 7-13-53 and 7-13-54.1 of the General Laws in Chapter 7-13

entitled "Limited Partnerships" are hereby amended to read as follows:

7-13-53. Cancellation of registration. -- A foreign limited partnership may cancel its

registration by filing with the secretary of state a certificate of cancellation signed and sworn to

by a general partner. A cancellation does not terminate the authority of the secretary of state to

accept service of process on the foreign limited partnership as to claims for relief or causes of

action arising out of the transactions of business in this state. In filing a certificate of cancellation

the foreign limited partnership revokes the authority of its registered agent to accept service of

process and consents that service of process in any action, suit or proceeding based upon any

cause of action arising in this state during the time the foreign limited partnership was authorized

to transact business in this state may subsequently be made on the foreign limited partnership by

service on the secretary of state. The certificate of cancellation must include the post office

address to which the secretary of state may mail a copy of any process against the foreign limited

partnership that is served on the secretary of state.

7-13-54.1. Fees for filing documents and issuing certificates. -- The secretary of state

shall charge and collect for:

      (1) Filing a certificate of limited partnership, one hundred dollars ($100).

      (2) Filing a certificate of amendment to a certificate of limited partnership, fifty dollars

($50.00).

      (3) Filing a certificate of cancellation of a certificate of limited partnership, ten dollars

($10.00).

      (4) Filing an application to reserve a limited partnership name, fifty dollars ($50.00) and

for renewal, seventy-five dollars ($75.00).

      (5) Filing a notice of transfer of a reserved limited partnership name, fifty dollars

($50.00).

      (6) Filing a statement of change of address of specified office or change of specified

agent, twenty dollars ($20.00).

      (7) Filing a statement of change of address only for a specified agent, without fee.

      (8) Filing an application of a foreign limited partnership to register as a foreign limited

partnership, one hundred dollars ($100).

      (9) Filing a certificate of correction of a registration as a foreign limited partnership, ten

dollars ($10.00).

      (10) Filing a certificate of cancellation of registration as a foreign limited partnership,

twenty-five dollars ($25.00).

      (11) Filing any other document, statement or report of a domestic or foreign limited

partnership, fifty dollars ($50.00).

      (12) Filing a certificate of amendment of a foreign limited partnership, fifty dollars

($50.00).

      (13) For issuing a certificate of good standing/letter of status, twenty dollars ($20.00).

      (14) For issuing a certificate of fact, thirty dollars ($30.00).

      (15) For furnishing a certified copy of any document, instrument or paper relating to a

domestic or foreign limited partnership, a fee of fifteen cents ($.15) per page and ten dollars

($10.00) for the certificate and affirming the seal to it.

(16) Service of process on the secretary of state as registered agent of a limited

partnership, fifteen dollars ($15.00) which amount may be recovered as a taxable cost by the

party to the suit or action making the service if the party prevails in the suit or action.

     SECTION 2. Chapter 7-16 of the General Laws entitled "The Rhode Island Limited

Liability Company Act" is hereby amended by adding thereto the following section:

7-16-50.1. Service of process on foreign limited liability company. – (a) The resident

agent appointed by a foreign limited liability company authorized to transact business in this state

is an agent of the limited liability company upon whom any process, notice, or demand required

or permitted by law to be served upon the corporation may be served.

(b) Whenever a foreign liability company authorized to transact business in this state fails

to appoint or maintain a resident agent in this state, or whenever any resident agent cannot with

reasonable diligence be found at the registered office, or whenever the certificate of authority of a

foreign limited liability company is suspended or revoked, the secretary of state is an agent of the

foreign limited liability company upon whom any process, notice, or demand may be served.

Service on the secretary of state of any process, notice, or demand must be made by delivering to

and leaving with him or her, or with any clerk having charge of the corporation department of his

or her office, duplicate copies of the process, notice, or demand. In the event any process, notice,

or demand is served on the secretary of state, the secretary of state shall immediately forward one

of the copies by registered mail, addressed to the foreign limited liability company at its principal

office if known to him or her, in the state or country under the laws of which it was organized.

Any service had in this manner on the secretary of state is returnable in not less than thirty (30)

days.

(c) Every foreign limited liability company as a condition precedent to carrying on

business in this state must, and by so carrying on business in this state does, consent that any

process, including the process of garnishment, may be served upon the secretary of state in the

manner provided by this section, except that notice of the service must be given by the plaintiff or

his or her attorney in the manner as the court in which the action is commenced or pending orders

as affording the corporation reasonable opportunity to defend the action or to learn of the

garnishment. Notwithstanding the preceding requirements, however, once service has been made

on the secretary of state as provided, the court has the authority in the event of failure to comply

with the requirement of notice to the foreign limited liability company to order notice that is

sufficient to apprise it of the pendency of the action against it, and additionally, may extend the

time for answering by the foreign limited liability company.

(d) The secretary of state shall keep a record of all processes, notices, and demands

served upon him or her under this section, and record in the record the time of the service and his

or her action on it. The secretary of state shall not be required to retain such information for a

period longer than five (5) years from receipt of the service of process.

(e) Nothing contained in these provisions limits or affects the right to serve any process,

notice or demand, required or permitted by law to be served upon a foreign limited liability

company in any manner now or subsequently permitted by law.

     SECTION 3. Sections 7-16-53 and 7-16-65 of the General Laws in Chapter 7-16 entitled

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

7-16-53. Cancellation of registration of foreign limited liability company. -- A foreign

limited liability company may cancel its registration by filing with the secretary of state a

certificate of cancellation signed by a person with authority to do so under the laws of the state or

other jurisdiction of its organization, or, if the foreign limited liability company is under the

supervision of a receiver or trustee, by the receiver or trustee on behalf of the foreign limited

liability company. A cancellation does not terminate the authority of the secretary of state to

accept service of process on the foreign limited liability company with respect to claims for relief

or causes of action arising out of the transaction of business in this state. In filing a certificate of

cancellation, the foreign limited liability company revokes the authority of its resident agent to

accept service of process and consents that service of process in any action, suit, or proceeding

based upon any cause of action arising in this state during the time the foreign limited liability

company was authorized to transact business in this state may subsequently be made on the

foreign limited liability company by service on the secretary of state. The certificate of

cancellation must include the post office address to which the secretary of state may mail a copy

of any process against the foreign limited liability company that is served on the secretary of

state.

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.

(18) At the time of any service of process upon the secretary of state as a resident agent

of a limited liability company, fifteen dollars ($15.00), which amount may be recovered as a

taxable costs by the party to the suit or action making the service if the party prevails in the suit or

action.

     SECTION 4. This act shall take effect upon passage.

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LC02406

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