Chapter 067
2012 -- S 2354
Enacted 05/14/12
A N A C T
RELATING TO
CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- THE RHODE ISLAND LIMITED
LIABILITY COMPANY ACT
Introduced By: Senators Picard, and Miller
Date Introduced: February 09, 2012
It is enacted by the
General Assembly as follows:
SECTION 1. Sections 7-16-8, 7-16-41, 7-16-42, 7-16-43 and
7-16-50 of the General
Laws in Chapter 7-16
entitled "The Rhode Island Limited Liability Company Act" are hereby
amended to read as follows:
7-16-8.
Filing. -- (a) The
secretary of state may not accept for filing any document under
this chapter which does not conform with law.
(b) The secretary of
state may not accept for filing any organizational document,
qualification, registration, change of resident agent report,
service of process, notice or other
document until all required filing and other fees have been
paid to the secretary of state.
(c) The secretary of
state may not accept for filing any article of dissolution, cancellation
of registration, article of merger, unless the surviving
entity is a domestic entity of record with the
office of the secretary of state, or the reinstatement of a
limited liability company's certificate of
organization or registration until all required filing and other
fees have been paid to the secretary
of state and all fees and franchise taxes have been
paid.
(d) The secretary of
state may not accept for filing a certificate of conversion to a non-
and all fees and franchise taxes have been paid.
(e) When the secretary
of state accepts the articles of organization or a certificate of
registration or any other document filed under this chapter,
the secretary of state shall:
(1) Endorse on the
document the date and time of its acceptance for filing;
(2) Promptly file the
document; and
(3) Issue a certificate
or other evidence which establishes:
(i)
That the document was accepted for filing by the secretary of state; and
(ii) The date and time
of the acceptance for filing.
(f) The document
becomes effective upon the issuance of the certificate or other
evidence or at any later date that is set forth within the
document, not more than thirty (30) days
after the filing of such document.
7-16-41. Revocation
of certificate of organization Revocation of certificate of
organization or certificate of registration. -- (a) The certificate of
organization or certificate of
registration 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
certificate of registration or any articles of
dissolution, cancellation of registration, 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 or certificate of registration 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 amendment to its registration or articles
of dissolution, cancellation of registration,
merger or consolidation, or correct the misrepresentation.
7-16-42.
Issuance of certificates of revocation. -- (a) Upon revoking any such certificate
of organization or certificate of registration 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
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.
7-16-43.
Withdrawal of certificate of revocation. -- (a) Within ten (10) years after
issuing a certificate of revocation as provided in section
7-16-42, the secretary of state may
withdraw the certificate of revocation and retroactively
reinstate the limited liability company in
good standing as if its certificate of organization or
certificate of registration had not been
revoked except as subsequently provided:
(1) On the filing by
the limited liability company of the documents it had previously
failed to file as set forth in subdivisions (3) -- (6) of
section 7-16-41(a);
(2) On the payment by
the limited liability company of a penalty in the amount of fifty
dollars ($50.00) and an additional fifty dollars ($50.00)
for each year or part of year that has
elapsed since the issuance of the certificate of revocation less
the fifty dollars ($50.00) paid under
the immediately preceding clause; and
(3) Upon the filing by
the limited liability company of a certificate of good standing
from the
(b) If, as permitted by
the provisions of this chapter or chapters 1.2, 6, or 12, or 13 of this
title, another limited liability company, business or
nonprofit corporation, registered limited
liability partnership or a limited partnership, or in each case
domestic or foreign, authorized and
qualified to transact business in this state, bears or has
filed a fictitious business name statement
as to or reserved or registered a name which is the same
as, the name of the limited liability
company with respect to which the certificate of revocation
is proposed to be withdrawn, then the
secretary of state shall condition the withdrawal of the
certificate of revocation on the reinstated
limited liability company's amending its articles of
organization or certificate of registration so as
to designate a name which is not the same as its former
name.
7-16-50.
Issuance of registration of foreign limited liability company.
-- If the
secretary of state accepts the application for filing under
section 7-16-8, the secretary of state
shall issue a certificate of registration to the foreign
limited liability company. Upon the issuance
of a certificate of registration by the secretary of
state, the company is authorized to transact
business in this state, subject, however, to the right of this
state to suspend or revoke the authority
as provided in this chapter.
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:
7-16-52.1. Foreign application for transfer of authority. – (a)
A duly authorized
foreign limited liability company in the state of
foreign entity subject to the provisions of title 7 and the
resulting entity is required to file for
authority to transact business in this state may apply for a
transfer of authority in the office of the
secretary of state by filing:
(1) An application of
transfer of authority that has been executed and filed in accordance
with section 7-16-8;
(2) An application
for authority to transact business in the state of
resulting entity type; and
(3) A certificate of
legal existence or good standing issued by the proper officer of the
state or country under the laws of which the resulting
entity has been formed.
(b) The application
for transfer of authority shall state:
(1) The name of the
limited liability company;
(2) The type of other
entity into which it has been converted; and
(3) The jurisdiction
whose laws govern its internal affairs.
(c) Upon the
effective time and date of the application for transfer of authority, the
authority of the limited liability company authorized to
transact business under this chapter shall
be transferred without interruption to the other entity
which shall thereafter hold such authority
subject to the provisions of the
entity.
SECTION 3. This act shall take effect upon passage.
=======
LC01168
=======