Chapter 060

2011 -- S 0761 AS AMENDED

Enacted 06/08/11

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - RHODE ISLAND BUSINESS CORPORATION ACT

Introduced By: Senator William A. Walaska

Date Introduced: March 24, 2011

It is enacted by the General Assembly as follows:

SECTION 1. Sections 7-1.2-401 and 7-1.2-1403 of the General Laws in Chapter 7-1.2

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

7-1.2-401. Corporate name. -- (a) The corporate name:

      (1) Must contain the word "corporation," "company," "incorporated," or "limited," or an

abbreviation of one of these words.

      (2) Shall be distinguishable upon the records of the secretary of state from the name of

any entity on file with the secretary of state or a name the exclusive right to which is, at the time

filed, reserved or registered in the manner provided in this chapter, or the name of a corporation,

whether business or nonprofit, limited partnership, limited liability partnership or limited liability

company which has in effect a registration of its name as provided in this title, subject to the

following:

      (b) This provision does not apply if the applicant files with the secretary of state a

certified copy of a final decree of a court of competent jurisdiction establishing the prior right of

the applicant to the use of the name in this state.

      (c) The name may be the same as the name of a corporation or other association the

certificate of incorporation or organization of which has been revoked by the secretary of state as

permitted by law and the revocation has not been withdrawn within one year from the date of the

revocation.

      (d) A corporation with which another corporation, domestic or foreign, is merged, or

which is formed by the reorganization of one or more domestic or foreign corporations or upon a

sale, lease, or other disposition to, or exchange with, a domestic corporation of all or substantially

all the assets of another corporation, domestic or foreign, including its name, may have the same

name as that used in this state by any of the corporations if at the time the other corporation was

organized under the laws of, or is authorized to transact business in, this state.

(e) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

(f) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

7-1.2-1403. Corporate name of foreign corporation. -- The secretary of state shall not

issue a certificate of authority or amended certificate of authority to a foreign corporation unless

the corporate name of the corporation:

      (a) Contains the word "corporation," "company," "incorporated," or "limited," or

contains an abbreviation of one of these words, or the corporation, for use in this state, adds at the

end of its name one of the words or an abbreviation of the word.

      (b) Does not contain any word or phrase which indicates or implies that it is organized

for any purpose other than one or more of the purposes contained in its articles or certificate of

incorporation or that it is authorized or empowered to conduct the business of any types

prohibited by section 7-1.2-301.

      (c) Is distinguishable upon the records of the secretary of state from the name of any

entity on file with the secretary of state or a name the exclusive right to which is, at the time,

filed, reserved or registered in the manner provided in this title, subject to the following:

      (1) This provision does not apply if the foreign corporation applying for a certificate of

authority files with the secretary of state any one of the following:

      (i) A fictitious business name statement pursuant to section 7-1.2-402; or

      (ii) A certified copy of a final decree of a court of competent jurisdiction establishing the

prior right of the foreign corporation to the use of the name in this state; and

      (2) The name may be the same as the name of a corporation or other association, the

articles of incorporation or organization of which has been revoked by the secretary of state and

the revocation has not been withdrawn within one year from the date of the revocation.

(3) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

(4) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

SECTION 2. Sections 7-6-11 and 7-6-72 of the General Laws in Chapter 7-6 entitled

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

7-6-11. Corporate name. -- (a) The corporate name:

      (1) Shall not contain any word or phrase which indicates or implies that it is organized

for any purpose other than one or more of the purposes contained in its articles of incorporation.

      (2) Shall be distinguishable upon the records of the secretary of state from:

      (i) The name of any corporation, whether for profit or not for profit, limited partnership

or domestic or foreign limited liability company organized under the laws of, or registered or

qualified or authorized to do business or conduct affairs in this state; or

      (ii) Any name which is filed, reserved or registered under this title, or as permitted by the

laws of this state, subject to the following:

      (A) This provision shall not apply if the applicant files with the secretary of state a

certified copy of a final decree of a court of competent jurisdiction establishing the prior right of

the applicant to the use of the name in this state; and

      (iii) The name may be the same as the name of a corporation, nonbusiness corporation or

other association the certificate of incorporation or organization of which has been revoked by the

secretary of state as permitted by law, and the revocation has not been withdrawn within one year

from that date.

      (3) Shall be translated into letters of the English alphabet, if it is not in English.

(4) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

(5) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

      (b) (1) Any nonprofit corporation organized under the laws of, or registered or qualified

to do business in this state may transact its affairs in this state under a fictitious name if it files a

fictitious business name statement in accordance with this subsection.

      (2) A fictitious business name statement shall be filed with the secretary of state

accompanied by a fee of twenty dollars ($20.00), and shall be executed by an authorized person

of the nonprofit corporation or by a person with authority to do so under the laws of the state or

other jurisdiction of the organization of the nonprofit corporation and shall describe:

      (i) The fictitious business name to be used; and

      (ii) The name of the nonprofit corporation, the state or other jurisdiction in which the

nonprofit corporation is organized and date of the nonprofit corporation's organization.

      (3) The fictitious business name statement expires upon the filing of a statement of

abandonment of use of a fictitious business name registered in accordance with this subsection or

upon the dissolution of the domestic corporation or the cancellation of registration of the foreign

corporation.

      (4) The statement of abandonment of use of a fictitious business name under this

subsection shall be filed with the secretary of state, shall be executed in the same manner as

provided in subsection (b)(2), and shall describe:

      (i) The fictitious business name being abandoned;

      (ii) The date on which the original fictitious business name statement being abandoned

was filed; and

      (iii) The information described in subdivision (2)(ii) of subsection (b).

      (5) No domestic or foreign nonprofit corporation conducting its affairs under a fictitious

business name contrary to the provisions of this section, or its assignee, may maintain any action

upon or because of any contract made, or transaction had, in the fictitious business name in any

court of the state or until a fictitious business name statement has been filed in accordance with

this section.

      (6) No nonprofit corporation may conduct its affairs under a fictitious business name

pursuant to this section which is not distinguishable upon the records of the secretary of state

from the name of any corporation, limited partnership or domestic or foreign limited liability

company organized under the laws of, or registered or qualified to do business in this state or any

name which is filed, reserved or registered under this title or as permitted by the laws of this state,

subject to the following:

      (i) This provision does not apply if the applicant files with the secretary of state:

      (ii) A certified copy of a final decree of a court of competent jurisdiction establishing the

prior right of the applicant to the use of the name in this state; and

      (iii) The name may be the same as the name of a corporation, nonbusiness corporation or

other association the certificate of incorporation or organization of which has been revoked by the

secretary of state as permitted by law, and the revocation has not been withdrawn within one year

from that date.

(iv) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

(v) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

7-6-72. Corporate name of foreign corporation. -- No certificate of authority shall be

issued to a foreign corporation unless the corporate name of the corporation:

      (1) Does not contain any word or phrase which indicates or implies that it is organized

for any purpose other than one or more of the purposes contained in its articles of incorporation.

      (2) Is distinguishable upon the records of the secretary of state from the name of any

corporation, whether for profit or not for profit, domestic or foreign limited partnership or

domestic or foreign limited liability company organized under the laws of, or registered or

qualified or authorized to transact business or conduct affairs in this state, or any name, or which

is filed, reserved or registered under this title.

      (3) Is translated into letters of the English alphabet, if it is not in English.

(4) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

(5) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

SECTION 3. Section 7-12-57 of the General Laws in Chapter 7-12 entitled

"Partnerships" is hereby amended to read as follows:

7-12-57. Name of registered limited liability partnerships. -- (a) The name of a

registered limited liability partnership contains the words "registered limited liability partnership"

or the abbreviation "L.L.P" or "LLP" as the last words or letters of its name.

      (b) The name shall be distinguishable upon the records of the secretary of state from the

name of any domestic for-profit or nonprofit corporation, or any domestic limited partnership or

any domestic limited liability company or any registered limited liability partnership existing

under the laws of the state or the name of any foreign for-profit or nonprofit corporation, or

foreign limited partnership or foreign limited liability company or foreign registered limited

liability partnership authorized to transact business in this state, or a name the exclusive right to

which is, at the time filed, reserved or registered in the manner provided under this title, subject to

the following:

      (1) This provision does not apply if the applicant files with the secretary of state a

certified copy of a final decree of a court of competent jurisdiction establishing the prior right of

the applicant to the use of the name in this state; and

      (2) The name may be the same as the name of a corporation or limited liability company

or registered limited liability partnership, the certificate of incorporation, authority, organization

or registration of which has been revoked by the secretary of state as permitted by law and the

revocation has not been withdrawn within one year from the date of the revocation.

(3) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

(4) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

SECTION 4. Section 7-13-2 and 7-13-51 of the General Laws in Chapter 7-13 entitled

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

7-13-2. Name. -- (a) The name of each limited partnership as presented in its certificate

of limited partnership:

      (1) Shall contain the words "limited partnership," or the letters and punctuation "L.P.";

      (2) May not contain the name of a limited partner unless

      (i) It is also the name of a general partner or the corporate name of a corporate general

partner, or

      (ii) The business of the limited partnership had been carried on under that name before

the admission of that limited partner;

      (3) Shall be distinguishable upon the records of the secretary of state from the name of

any corporation, nonbusiness corporation or other association, domestic or foreign limited

liability company, limited partnership organized under the laws of, or registered or qualified to do

business in this state or any name which is filed, reserved or registered under this title or as

permitted by the laws of this state, subject to the following:

      (i) This provision does not apply if the applicant files with the secretary of state a

certified copy of a final decree of a court of competent jurisdiction establishing the prior right of

the applicant to the use of the the name in this state; and

      (ii) The name may be the same as the name of a corporation, nonbusiness corporation or

other association the certificate of incorporation or organization of which has been revoked by the

secretary of state as permitted by law, and the revocation has not been withdrawn within one year

from the date of the revocation.

(iii) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

(iv) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

      (b) (1) Any domestic or foreign limited partnership formed under the laws of, or

registered to do business in this state may transact business in this state under a fictitious name

provided that it files a fictitious business name statement in accordance with this subsection prior

to the time it commences to conduct business under the fictitious name.

      (2) A fictitious business name statement shall be filed with the secretary of state, and

shall be executed, in the case of a domestic limited partnership, by an authorized person and, in

the case of a foreign limited partnership, by a person with authority to do so under the laws of the

state or other jurisdiction of its formation, and shall state:

      (i) The fictitious business name to be used; and

      (ii) The name of the applicant limited partnership or foreign limited partnership, and the

state and date of its formation.

      (3) The fictitious business name statement expires upon the filing of a statement of

abandonment of use of a fictitious business name registered in accordance with this subsection or

upon the dissolution of the domestic limited partnership or the cancellation of registration of the

foreign limited partnership.

      (4) The statement of abandonment of use of a fictitious business name under this

subsection shall be filed with the secretary of state, shall be executed in the same manner

provided in subdivision (2) and shall state:

      (i) The fictitious business name being abandoned;

      (ii) The date on which the original fictitious business name statement being abandoned

was filed; and

      (iii) The information presented in subdivision (2)(ii) of subsection (b).

      (5) No domestic or foreign limited partnership transacting business under a fictitious

business name contrary to the provisions of this section, or its assignee, may maintain any action

upon or on account of any contract made, or transaction had, in the fictitious business name in

any court of the state until a fictitious business name statement has been filed in accordance with

this section.

      (6) No domestic or foreign limited partnership may be permitted to transact business

under a fictitious business name pursuant to this section which is the same as the name of any

corporation, nonbusiness corporation or other association, domestic or foreign limited partnership

or domestic or foreign limited liability company organized under the laws of, or registered or

qualified to do business in this state or any name which is filed, reserved or registered under this

title or as permitted by the laws of this state, subject to the following:

      (i) This provision does not apply if the applicant files with the secretary of state a

certified copy of a final decree of a court of competent jurisdiction establishing the prior right of

the applicant to the use of the name in this state; and

      (ii) The name may be the same as the name of a corporation, nonbusiness corporation or

other association the certificate of incorporation or organization of which has been revoked by the

secretary of state as permitted by law and the revocation has not been withdrawn within one year

from the date or revocation.

(iii) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

(iv) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

7-13-51. Name of foreign limited partnership. -- A foreign limited partnership may

register with the secretary of state under any name, whether or not it is the name under which it is

registered in its state of organization, that includes either

      (1) without abbreviation the words "limited partnership" or

      (2) the letters and punctuation "L.P.", and that could be registered by a domestic limited

partnership. , and

(3) Shall be distinguishable upon the records of the secretary of state from the name of

any corporation, nonbusiness corporation or other association, domestic or foreign limited

liability company, limited partnership organized under the laws of, or registered or qualified to do

business in this state or any name which is filed, reserved or registered under this title or as

permitted by the laws of this state, subject to the following:

(i) This provision does not apply if the applicant files with the secretary of state a

certified copy of a final decree of a court of competent jurisdiction establishing the prior right of

the applicant to the use of the name in this state; and

(ii) The name may be the same as the name of a corporation, nonbusiness corporation or

other association the certificate of incorporation or organization of which has been revoked by the

secretary of state as permitted by law, and the revocation has not been withdrawn within one year

from the date of the revocation.

(iii) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

(iv) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

SECTION 5. Section 7-16-9 of the General Laws in Chapter 7-16 entitled "The Rhode

Island Limited Liability Company Act" is hereby amended to read as follows:

7-16-9. Name -- Fictitious business names. -- (a) The name of each limited liability

company as set forth in its articles of organization:

      (1) Shall end with either the words "limited liability company" or the upper or lower case

letters "l.l.c." with or without punctuation;

      (2) Shall be distinguishable upon the records of the secretary of state from:

      (i) The name of any corporation, nonbusiness corporation or other association, limited

partnership or domestic or foreign limited liability company organized under the laws of, or

registered or qualified to do business in, this state; or

      (ii) Any name which is filed, reserved or registered under this title, subject to the

following:

      (A) This provision shall not apply if the applicant files with the secretary of state a

certified copy of a final decree of a court of competent jurisdiction establishing the prior right of

the applicant to the use of the name in this state; and

      (B) The name may be the same as the name of a corporation, nonbusiness corporation or

other association, the certificate of incorporation or organization of which has been revoked by

the secretary of state as permitted by law, and the revocation has not been withdrawn within one

year from the date of the revocation.

(C) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

(D) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

     (b) (1) Any domestic or foreign limited liability company organized under the laws of, or

registered or qualified to do business in, this state may transact business in this state under a

fictitious name provided that it files a fictitious business name statement in accordance with this

subsection.

      (2) A fictitious business name statement shall be filed with the secretary of state and

shall be executed by an authorized person of the domestic limited liability company or by a

person with authority to do so under the laws of the state or other jurisdiction of its organization

of the foreign limited liability company and shall set forth:

      (i) The fictitious business name to be used; and

      (ii) The name of the applicant limited liability company, the state or other jurisdiction in

which the limited liability company is organized and date of the limited liability company's

organization.

      (3) The fictitious business name statement expires upon the filing of a statement of

abandonment of use of a fictitious business name registered in accordance with this subsection or

upon the dissolution of the applicant domestic limited liability company or the cancellation of

registration of the applicant foreign limited liability company.

      (4) The statement of abandonment of use of a fictitious business name under this

subsection shall be filed with the secretary of state, shall be executed in the same manner and

provided in subdivision (2) above and shall set forth:

      (i) The fictitious business name being abandoned;

      (ii) The date on which the original fictitious business name statement being abandoned

was filed; and

      (iii) The information set forth in subdivision (2)(ii) of subsection (a).

      (5) No domestic or foreign limited liability company transacting business under a

fictitious business name contrary to the provisions of this section, or its assignee, may maintain

any action upon or on account of any contract made, or transaction had, in the fictitious business

name in any court of the state until a fictitious business name statement has been filed in

accordance with this section.

      (6) No limited liability company may be permitted to transact business under a fictitious

business name pursuant to this section which is the same as the name of any corporation, limited

partnership or domestic or foreign limited liability company organized under the laws of, or

registered or qualified to do business in, this state or any name which is filed, reserved or

registered under this title, subject to the following:

      (i) This provision does not apply if the applicant files with the secretary of state a

certified copy of a final decree of a court of competent jurisdiction establishing the prior right of

the applicant to the use of the name in this state; and

      (ii) The name may be the same as the name of a corporation, nonbusiness corporation or

other association, the certificate of incorporation or organization of which has been revoked by

the secretary of state as permitted by law and the revocation has not been withdrawn within one

year from the date of revocation.

(iii) Words and/or abbreviations that are required by statute to identify the particular type

of business entity shall be disregarded when determining if a name is distinguishable upon the

records of the secretary of state.

(iv) The secretary of state shall promulgate rules and regulations defining the term

"distinguishable upon the record" for the administration of this chapter.

      (7) A filing fee of fifty dollars ($50.00) shall be collected by the secretary of state for

each statement filed.

SECTION 6. This act shall take effect upon passage.

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LC01484

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