law26414

Chapter 414

2026 -- H 8324 SUBSTITUTE A
Enacted 06/23/2026

A N A C T

RELATING TO UNIFORM COMMERCIAL CODE -- SECURED TRANSACTIONS

Introduced By: Representatives Shallcross Smith, Casey, Fogarty, Hull, Azzinaro, DeSimone, Casimiro, Solomon, Furtado, and Messier

Date Introduced: March 20, 2026

It is enacted by the General Assembly as follows:

SECTION 1. Sections 6A-9-510 and 6A-9-516 of the General Laws in Chapter 6A-9

entitled "Secured Transactions" are hereby amended to read as follows:

6A-9-510. Effectiveness of filed record.

(a) Filed record effective if authorized. A filed record is effective only to the extent that it

was filed by a person that may file it under § 6A-9-509 or by the filing office under § 6A-9-513.1.

(b) Authorization by one secured party of record. A record authorized by one secured party

of record does not affect the financing statement with respect to another secured party of record.

the six-month period prescribed by § 6A-9-515(d) is ineffective.

6A-9-516. What constitutes filing; effectiveness of filing.

(a) What constitutes filing. Except as otherwise provided in subsection (b), communication

of a record to a filing office and tender of the filing fee or acceptance of the record by the filing

office constitutes filing.

(b) Refusal to accept record; filing does not occur. Filing does not occur with respect to a

record that a filing office refuses to accept because:

(1) The record is not communicated by a method or medium of communication authorized

by the filing office;

(2) An amount equal to or greater than the applicable filing fee is not tendered;

(3) The filing office is unable to index the record because:

(i) In the case of an initial financing statement, the record does not provide a name for the

debtor;

(ii) In the case of an amendment or information statement, the record:

(A) Does not identify the initial financing statement as required by § 6A-9-512 or § 6A-9-

518, as applicable; or

(B) Identifies an initial financing statement whose effectiveness has lapsed under § 6A-9-

515;

(iii) In the case of an initial financing statement that provides the name of a debtor identified

as an individual or an amendment that provides a name of a debtor identified as an individual which

was not previously provided in the financing statement to which the record relates, the record does

not identify the debtor’s surname; or

(iv) In the case of a record filed or recorded in the filing office described in § 6A-9-

501(a)(1), the record does not provide a sufficient description of the real property to which it relates;

(4) In the case of an initial financing statement or an amendment that adds a secured party

of record, the record does not provide a name and mailing address for the secured party of record;

(5) In the case of an initial financing statement or an amendment that provides a name of a

debtor which was not previously provided in the financing statement to which the amendment

relates, the record does not:

(i) Provide a mailing address for the debtor; or

(ii) Indicate whether the name provided as the name of the debtor is the name of an

individual or an organization;

(6) In the case of an assignment reflected in an initial financing statement under § 6A-9-

514(a) or an amendment filed under § 6A-9-514(b), the record does not provide a name and mailing

address for the assignee; or

(7) In the case of a continuation statement, the record is not filed within the six-month

period prescribed by § 6A-9-515(d).; or

(8) In the case of an initial financing statement or an amendment that provides a name of a

debtor which was not previously provided in the financing statement to which the amendment

relates, was not communicated to the filing office by a trusted filer and the office reasonably

believes that the record was caused to be communicated to it with the intent to harass or defraud

the person identified as a debtor. The intent to harass or defraud is presumed to exist if any one or

more of the following circumstances exist:

(i) The filing office has reasonable cause to believe the record is materially false or

unauthorized;

(ii) The record asserts a claim against a current or former employee or officer of a federal,

state, county, or other local governmental unit that relates to the performance of the officer's or

employee's public duties, and for which the filer does not hold a properly executed security

agreement or judgment from a court of competent jurisdiction;

(iii) The record indicates that the debtor and the secured party are substantially the same or

that an individual debtor is a transmitting utility.

The filing office has no duty to form a belief as to whether a record was caused to be

communicated with the intent to harass or defraud the person identified as debtor and has no duty

to investigate or ascertain facts relevant to whether such intent was present.

(1) A record does not provide information if the filing office is unable to read or decipher

the information; and

(2) A record that does not indicate that it is an amendment or identify an initial financing

statement to which it relates, as required by § 6A-9-512, 6A-9-514, or 6A-9-518, is an initial

financing statement.

(d) Refusal to accept record; record effective as filed record. A record that is communicated

to the filing office with tender of the filing fee, but which the filing office refuses to accept for a

reason other than one set forth in subsection (b), is effective as a filed record except as against a

purchaser of the collateral which gives value in reasonable reliance upon the absence of the record

from the files.

(e) A record that the filing office initially refuses to accept under subsection (b)(8) of this

section, but that it later accepts after it receives additional information is effective as if the office

had not initially refused to accept it, except as against a purchaser of the collateral that gives value

in reasonable reliance upon the absence of the record from the files.

SECTION 2. Section 6-1-1.1 of the General Laws in Chapter 6-1 entitled "Filing of Trade

Name" is hereby amended to read as follows:

6-1-1.1. Definitions.

For purposes of this chapter, the following definitions apply:

(1) “Business” means an occupation, profession, or employment engaged in for the purpose

of seeking a profit.

(2) “Department” means the department of state.

(3) “Distinguishable upon the record” means the standard used by the department of state

in its name availability guidelines for domestic entities.

(4) “Electronic transmission” means any form of communication, not directly involving

the physical transmission of paper, that creates a record that may be retained, retrieved, and

reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a

recipient through an automated process.

(5) “Filing” means delivered to the secretary of state in either paper format or electronic

transmission through a medium provided and authorized by the secretary of state.

(6) “Municipality” means and includes any city or town within the state.

(7) “Person” means any individual, partnership, limited liability company, or corporation

conducting or having an interest in a business in the state.

(8) “Signature” or “signed” or “executed” means an original signature, facsimile, or an

electronically transmitted signature submitted through a medium provided and authorized by the

secretary of state.

(9) "Solicitation" means a communication or advertisement from a nongovernment third-

party entity that is directed to a business that purports to:

(i) Notify the business of an operating requirement including, but not limited to, filing

documents with or retrieving documents from the secretary of state; or

(ii) Offer a service that relates to filing documents with, producing documents for, or

reporting information to the secretary of state.

(9)(10) “Trade name” means a word(s) or names(s), or any combination of a word(s) or

name(s), used by a person to identify the person’s business that:

(i) Is not, or does not include, the true and real name of all persons conducting the business;

(ii) Includes words that suggest additional parties of interest such as “company,” “and

sons,” or “and associates.”

(10)(11) “True and real name” means:

(i) The last name of an individual coupled with the first name, middle names, initials, or

any combination thereof; or

(ii) The designation or identifying name by which an individual is best known and called

in the business community where that individual transacts business, if this designation or

identifying name is used as that individual’s legal signature.

SECTION 3. Chapter 6-1 of the General Laws entitled "Filing of Trade Name" is hereby

amended by adding thereto the following section:

6-1-10. Prohibition on deceptive solicitations sent to businesses.

(a) An electronic or mailed solicitation as defined in this chapter shall:

(1) Include the following statement: "THIS IS AN ADVERTISEMENT. THIS OFFER IS

NOT BEING MADE BY, OR ON BEHALF OF, ANY GOVERNMENT AGENCY. YOU ARE

NOT REQUIRED TO MAKE ANY PAYMENT OR TAKE ANY OTHER ACTION IN

RESPONSE TO THIS OFFER."

(i) The statement must be placed at the top of a physical document or the beginning of an

electronic communication and must be in at least twenty-four (24) point font;

(ii) All other text in the document must be smaller than the statement required by this

section.

(2) Provide information indicating where an individual can directly file a document with

the secretary of state or other state agency or retrieve a copy or certified copy of a certificate or

public record;

(3) Disclose the name and physical address of the nongovernment third-party entity

sending the solicitation. The physical address must not be a post office box or mail forwarding

service; and

(4) For a mailed solicitation, prominently display in capital letters on the envelope or outer

wrapper the words "THIS IS NOT A GOVERNMENT DOCUMENT."

(b) The overall design and language of a solicitation as defined in this chapter shall not:

(1) Create the impression that the solicitation is an official government notice or document;

(2) Incorporate the Rhode Island state seal or other logo or branding of the state or any

state agency; or

(3) Indicate or imply a legal duty to act on the solicitation or a penalty for failure to act on

the solicitation.

practice under chapter 13.1 of title 6.

(d) Any business may bring action under § 6-13.1-5.2 for a violation of this section as an

unlawful act or practice under chapter 13.1 of title 6.

(e) A solicitation as defined in this chapter shall not include:

(1) A request for bona fide services that is initiated by a consumer;

(2) Advertising or marketing sent by a regulated institution as defined in § 19-1-1; or

(3) Advertising or marketing to a person with whom the solicitor has a bona fide,

preexisting business relationship.

SECTION 4. Chapter 6A-9 of the General Laws entitled "Secured Transactions" is hereby

amended by adding thereto the following section:

6A-9-513.1. Termination of wrongfully filed financing statement -- Reinstatement.

(a) Trusted Filer. “Trusted filer” means a regulated institution as defined in § 19-1-1 or a

representative of a regulated institution. If a regulated institution is attempting to file a financing

statement and is organized under the law of a governmental unit other than this state, the filing

office may request the regulated institution or its representative to provide verification of regulation

or license in the jurisdiction under whose law the institution is organized.

(b) Affidavit of wrongful filing. A person identified as debtor in a filed financing statement

may deliver to the filing office a sworn notarized affidavit that identifies the financing statement

by file number, indicates the affiant’s mailing address, and states that the affiant believes that the

filed record identifying the affiant as debtor was not authorized to be filed and was caused to be

communicated to the office with the intent to harass or defraud the affiant. The office may reject

an affidavit that is incomplete or that it believes was delivered to it with the intent to harass or

defraud the secured party. The secretary of state shall adopt a form of affidavit for use under this

section.

affidavit is delivered to the filing office under subsection (b) of this section, the office shall

promptly file a termination statement with respect to the financing statement identified in the

affidavit. The termination statement must identify by its file number the initial financing statement

to which it relates and must indicate that it was filed pursuant to this section. A termination

statement filed under this subsection is not effective until sixty (60) days after it is filed.

(d) No fee charged or refunded. The filing office shall not charge a fee for the filing of an

affidavit under subsection (b) of this section or a termination statement under subsection (c) of this

section. The office shall not return any fee paid for filing the financing statement identified in the

affidavit, whether or not the financing statement is reinstated under subsection (g) of this section.

(e) Notice of termination statement. On the same day that a filing office files a termination

statement under subsection (c) of this section, it shall send to the secured party of record for the

financing statement to which the termination statement relates a notice stating that the termination

statement has been filed and will become effective sixty (60) days after filing. The notice shall be

sent by certified mail, return receipt requested, to the address provided for the secured party of

record in the financing statement with a copy sent by electronic mail to the electronic mail address

provided by the secured party of record, if any.

(f) Administrative review; action for reinstatement. A secured party that believes in good

faith that the filed record identified in an affidavit delivered to the filing office under subsection (b)

of this section was authorized to be filed and was not caused to be communicated to the office with

the intent to harass or defraud the affiant may:

(1) Before the termination statement takes effect, request that the office conduct an

expedited review of the filed record and any documentation provided by the secured party. The

office may as a result of this review remove from the record the termination statement filed by it

under subsection (c) of this section before it takes effect and conduct an administrative review

under subsection (k) of this section.

(2) At any time, file an action against the office seeking reinstatement of the financing

statement to which the filed record relates. The action must be filed before the expiration of six

months after the date on which the termination stated filed under subsection (c) of this section

becomes effective. If the affiant is not named as a defendant in the action, the secured party shall

send a copy of the complaint to the affiant at the address indicated in the affidavit. The exclusive

venue for the action shall be in the Rhode Island superior court for the county where the filing

office in which the financing statement was filed is located. The action shall be considered by the

court on an expedited basis.

(g) Office to file notice of action for reinstatement. Within ten (10) days after being served

with process in an action under subsection (f) of this section, the filing office shall file a notice

indicating that the action has been commenced. The notice must indicate the file number of the

initial financing statement to which it relates.

(h) Action for reinstatement successful. If, in an action under subsection (f) of this section,

the court determines that the financing statement was authorized to be filed and was not caused to

be communicated to the office with the intent to harass or defraud the affiant, it shall order that the

financing statement be reinstated. If an order of reinstatement is issued by the court, the office shall

promptly file a record that identifies by its file number the initial financing statement to which the

record relates and indicates that the financing statement has been reinstated.

(i) Effect of reinstatement. Upon the filing of a record reinstating a financing statement

under subsection (h) of this section the effectiveness of the financing statement is reinstated and

the financing statement shall be considered never to have been terminated under this section. A

continuation statement filed as provided in § 6A-9-515(d) after the effective date of a termination

statement filed under subsection (c) or (k) of this section becomes effective if the financing

statement is reinstated.

(j) Liability for wrongful filing. If, in an action under subsection (f) of this section, the

court determines that the filed record identified in an affidavit delivered to the filing office under

subsection (b) of this section was caused to be communicated to the filing office with the intent to

harass or defraud the affiant, the secretary of state’s office and the affiant may recover from the

secured party that filed the action the costs and expenses, including reasonable attorneys’ fees, that

the secretary of state’s office and the affiant incurred in the action. This recovery is in addition to

any recovery to which the affiant is entitled under § 6A-9-625.

(k) Procedure for record filed by trusted filer. If an affidavit delivered to a filing office

under subsection (b) of this section relates to a filed record communicated to the office by a trusted

filer, the office shall promptly send to the secured party of record a notice stating that the affidavit

has been delivered to it and that it is conducting an administrative review to determine whether the

record was caused to be communicated with the intent to harass or defraud the affiant. The notice

shall be sent by certified mail, return receipt requested, to the address provided for the secured party

in the financing statement with a copy sent by electronic mail to the electronic mail address

provided by the secured party of record, if any, and a copy shall be sent in the same manner to the

affiant. The administrative review shall be conducted on an expedited basis and the office may

require the affiant and the secured party of record to provide any additional information that the

office deems appropriate. If the office concludes that the record was caused to be communicated

with the intent to harass or defraud the affiant, it shall promptly file a termination statement under

subsection (b) of this section that will be effective immediately and send to the secured party of

record the notice required by subsection (e) of this section. The secured party may thereafter file

an action for reinstatement under subsection (f) of this section and the provisions of subsections (g)

through (j) of this section are applicable.

SECTION 5. Title 7 of the General Laws entitled "CORPORATIONS, ASSOCIATIONS,

AND PARTNERSHIPS" is hereby amended by adding thereto the following chapter:

CHAPTER 17

DECEPTIVE SOLICITATIONS SENT TO BUSINESSES

7-17-1. Prohibition on deceptive solicitations sent to businesses.

(a) For purposes of this chapter, "solicitation" shall be construed to mean a communication

or advertisement from a nongovernment third-party entity that is directed to a business that purports

to:

(1) Notify the business of an operating requirement including, but not limited to, filing

documents with or retrieving documents from the secretary of state; or

(2) Offer a service that relates to filing documents with, producing documents for, or

reporting information to the secretary of state.

(b) For purposes of this chapter, all entity formations authorized under title 7 shall be

considered a business that receives solicitations from a nongovernment third-party entity.

(1) "THIS IS AN ADVERTISEMENT. THIS OFFER IS NOT BEING MADE BY, OR

ON BEHALF OF, ANY GOVERNMENT AGENCY. YOU ARE NOT REQUIRED TO MAKE

ANY PAYMENT OR TAKE ANY OTHER ACTION IN RESPONSE TO THIS OFFER."

(i) The statement must be placed at the top of a physical document or the beginning of an

electronic communication and must be in at least twenty-four (24) point font;

(ii) All other text in the document must be smaller than the statement required by this

section.

(2) Provide information indicating where an individual can directly file a document with

the secretary of state or other state agency or retrieve a copy or certified copy of a certificate or

public record;

(3) Disclose the name and physical address of the nongovernment third-party entity

sending the solicitation. The physical address must not be a post office box or mail forwarding

service; and

(4) For a mailed solicitation, prominently display in capital letters on the envelope or outer

wrapper the words "THIS IS NOT A GOVERNMENT DOCUMENT."

(1) Create the impression that the solicitation is an official government notice or document;

(2) Incorporate the Rhode Island state seal or other logo or branding of the state or any

state agency; or

(3) Indicate or imply a legal duty to act on the solicitation or a penalty for failure to act on

the solicitation.

7-17-2. Investigations and enforcement

The attorney general may enforce a violation of § 7-17-1 as an unlawful act or practice

under chapter 13.1 of title 6.

7-17-3. Private actions.

Any business may bring action under § 6-13.1-5.2 for a violation of § 7-17-1 as an unlawful

act or practice under chapter 13.1 of title 6.

7-17-4. Exemption.

A solicitation does not include:

(1) A request for bona fide services that is initiated by a consumer;

(2) Advertising or marketing sent by a regulated institution as defined in § 19-1-1; or

(3) Advertising or marketing to a person with whom the solicitor has a bona fide,

preexisting business relationship.

SECTION 6. Title 7 of the General Laws entitled "CORPORATIONS, ASSOCIATIONS,

AND PARTNERSHIPS" is hereby amended by adding thereto the following chapter:

CHAPTER 18

UNAUTHORIZED FILING

7-18-1. Unauthorized entity formation.

(a) For purposes of this section:

(1) "Complainant" means a person, director, officer, manager, member, or other authorized

representative of an entity, as hereinafter defined, who submits an affidavit of unauthorized

formation related to that entity to the secretary of state as prescribed in subsection (e) of this section;

and

(2) "Entity" means a business corporation, a nonprofit corporation, a limited liability

partnership, a limited liability company, or a limited partnership as defined in chapters 1.2, 6, 12.1,

13.1, and 16 of title 7, respectively.

(b) A complainant may submit an affidavit of unauthorized formation to the secretary of

state if the complainant alleges that an entity made a materially false statement when procuring

either its articles of incorporation, articles of organization, or articles of formation submitted to the

secretary of state. A complainant who knowingly submits an affidavit of unauthorized formation

to the secretary of state under false pretenses may be found guilty of a crime in accordance with §

11-18-1.

made when procuring either its articles of incorporation, articles of organization, or articles of

formation submitted to the secretary of state by using the complainant's identity without the

complainant's permission or consent.

(d) Complainant shall file an affidavit of unauthorized formation on a form provided by

the secretary of state.

(e) The secretary of state may determine an entity formation as unauthorized upon receipt

of a duly complete affidavit of unauthorized formation that satisfies all requirements in this section

and in conjunction with:

(1) A review of any application, report, affidavit, or other document(s) submitted by the

complainant to the secretary of state;

(2) A review of any application, report, affidavit, or other document(s) submitted by the

entity's officer(s), board of directors, authorized representative, or registered agent to the secretary

of state;

(3) Evidence of any police report submitted by the complainant to the secretary of state

and/or of the police report number indicated on the affidavit of unauthorized formation submitted

by the complainant;

(4) Evidence that the complainant has reported the unauthorized formation to the United

States Federal Trade Commission; and

(5) Any other reasonable additional documentary evidence requested by the secretary of

state.

(f) Upon receipt of an affidavit of unauthorized formation submitted by a complainant

pursuant to this section, the secretary of state shall review the affidavit within five (5) business days

and confirm the affidavit satisfies the requirements of this section or:

(1) The secretary of state may ask the complainant to submit additional information or may

propound interrogatories that may be reasonably necessary and proper to enable the secretary of

state to ascertain whether the formation referenced in the affidavit complied with the applicable

provisions of title 7 to which the affidavit applies. The interrogatories must be answered within ten

(10) business days after their mailing, and the answers to the interrogatories must be full and

complete and made in writing and under oath. If the interrogatories are directed to an individual

they must be answered by him or her, and if directed to an entity they must be answered by an

officer, general partner, or authorized representative. Each individual or entity that fails or refuses

to answer truthfully and fully within the time period prescribed by this section, is guilty of a

misdemeanor and upon conviction of it may be fined in any amount not exceeding five hundred

dollars ($500). Interrogatories propounded by the secretary of state and the answers to the

interrogatories are not open to public inspection, nor may the secretary of state disclose any facts

or information obtained from them except insofar as the secretary's official duty requires the facts

or information to be made public or in the event the interrogatories or their answers are required

for evidence in any criminal proceedings or any other action by this state.

(2) The secretary of state may reject an affidavit of unauthorized formation if the

complainant fails to complete the affidavit and/or respond to a request for additional information

or interrogatories.

(g) The secretary of state shall notify the complainant within ten (10) business days after

receipt of an affidavit of unauthorized formation and/or requested additional information or

answers to issued interrogatories, determining to:

(1)(i)Accept the allegation(s) submitted by the complainant in the affidavit of unauthorized

formation and deem the incorporation, organization, or formation null and void, thereby removing

the incorporation, organization, or formation document(s) and complainant's name and/or address

from the corporate record; or

(ii) If an entity's articles of incorporation, organization, or formation document(s) are

declared as an unauthorized by the secretary of state and an authorized person representing the

entity disagrees with the secretary of state's determination, they can appeal to the superior court of

the county in which the registered office of the entity is located, or is proposed to be situated by

filing with the clerk of the court a petition setting forth a copy of the articles of incorporation,

organization, or formation document(s) sought to be filed and a copy of the written disapproval of

the document by the secretary of state; at which time the matter may be tried de novo by the court,

and the court shall either sustain the action of the secretary of state or direct the secretary to take

any action that the court deems proper;

(2) Reject the allegation(s) submitted by the complainant in the affidavit of unauthorized

formation, either due to the complainant not fulfilling the requirements stipulated in this section,

and/or after determining the entity's incorporation, organization, or formation was authorized and

valid;

(i) If the secretary of state declines the allegation(s) submitted by the complainant in an

affidavit of unauthorized formation as described in this section, the complainant may:

(A) Resubmit an affidavit of unauthorized formation to the secretary of state; or

(B) Appeal to the superior court of the county in which the registered office of the entity

is, or is proposed to be, situated by filing with the clerk of the court a petition setting forth a copy

of the articles of incorporation, organization, or formation document(s) sought to be filed and a

copy of the written disapproval of the document by the secretary of state; at which time the matter

may be tried de novo by the court, and the court shall either sustain the action of the secretary of

state or direct the secretary to take any action that the court deems proper.

(h) The secretary of state may refer to the attorney general or state police the allegation(s)

submitted by the complainant in the affidavit of unauthorized formation for any potential criminal

investigation.

(i) The secretary of state may promulgate rules and regulations for the application of this

section pursuant to chapter 35 of title 42 ("administrative procedures.").

7-18-2. Unauthorized entity reporting.

(a) For purposes of this section:

(1) "Complainant" means a person, director, officer, manager, member, or other authorized

representative of an entity, as hereinafter defined who submits an affidavit of unauthorized

reporting to the secretary of state as prescribed in subsection (e) of this section related to that entity;

and

(2) "Entity" means a business corporation, a nonprofit corporation, a limited liability

partnership, a limited liability company, or a limited partnership as defined in this title in chapters

1.2, 6, 12.1, 13.1, and 16 of title 7, respectively.

(b) A complainant may submit an affidavit of unauthorized reporting to the secretary of

state if the complainant alleges that a materially false statement was made on any application,

report, affidavit, or other document(s) submitted to the secretary of state. A complainant who

knowingly submits an affidavit of unauthorized reporting to the secretary of state under false

pretenses may be found guilty of a crime in accordance with § 11-18-1.

of state shall be considered unauthorized if a materially false statement was made in any

application, report, affidavit, or other document(s) submitted to the secretary of state without the

complainant's permission or consent.

(d) The secretary of state may determine an entity's filed application, report, affidavit, or

other document(s) as unauthorized upon receipt of a duly complete affidavit of unauthorized

reporting that satisfies all requirements in this section and in conjunction with:

(1) A review of any application, report, affidavit, or other document(s) submitted by the

complainant to the secretary of state;

(2) A review of any application, report, affidavit, or other document(s) submitted by the

entity's officer(s), board of directors, authorized representative, or registered agent to the secretary

of state;

(3) Evidence of any police report submitted by the complainant to the secretary of state

and/or of the police report number indicated on the affidavit of unauthorized reporting submitted

by the complainant;

(4) Evidence that the complainant has reported the unauthorized reporting to the United

States Federal Trade Commission; and

(5) Any other reasonable additional documentary evidence requested by the secretary of

state.

(e) Complainant shall file an affidavit of unauthorized reporting on a form provided by the

secretary of state.

(f) Upon receipt of an affidavit of unauthorized reporting submitted by a complainant