2021 -- S 0789

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2021

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- RHODE

ISLAND BUSINESS CORPORATION ACT

     Introduced By: Senators Archambault, and Pearson

     Date Introduced: April 08, 2021

     Referred To: Senate Commerce

     (Secretary of State)

It is enacted by the General Assembly as follows:

     SECTION 1. Section 7-1.2-1501 of the General Laws in Chapter 7-1.2 entitled "Rhode

Island Business Corporation Act" is hereby amended to read as follows:

     7-1.2-1501. Annual reports of domestic and foreign corporations.

     (a) Each domestic corporation, and each foreign corporation authorized to transact business

in this state, shall file, within the time prescribed by this chapter, an annual report stating:

     (1) The name of the corporation and the state or country under the laws of which it is

incorporated;

     (2) A brief statement of the character of the business in which the corporation is actually

engaged in this state;

     (3) The names and respective addresses of the directors and officers of the corporation;

     (4) A statement of the aggregate number of shares which the corporation has authority to

issue, itemized by classes, par value of shares, if any, and series, if any, within a class;

     (5) A statement of the aggregate number of issued shares, itemized by classes, par value of

shares, if any, and series, if any, within a class;

     (6) Any additional information that is required by the secretary of state.

     (b) The annual report must be made on forms prescribed and furnished by the secretary of

state, and the information contained therein must be given as of the date of the execution of the

report. It must be executed on behalf of the corporation by its authorized representative, or, if the

corporation is in the hands of a receiver or trustee, it must be executed on behalf of the corporation

by the receiver or trustee.

     (c) The annual report of a domestic or foreign corporation must be delivered to the secretary

of state between January 1 and March 1 February 1 and May 1 of each year, except that the first

annual report of a domestic or foreign corporation must be filed between January 1 and March 1

February 1 and May 1 of the year following the calendar year in which its articles of incorporation

were filed with or its certificate of authority was issued by the secretary of state. Proof to the

satisfaction of the secretary of state that prior to March 1 May 1 the report was deposited in the

United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be

a compliance with this requirement.

     (d) 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 corporation 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 corporation by the secretary of state.

     (e) Each corporation, 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. Sections 7-6-90 and 7-6-91 of the General Laws in Chapter 7-6 entitled

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

     7-6-90. Annual report of domestic and foreign corporations.

     (a) Each domestic corporation, and each foreign corporation authorized to conduct affairs

in this state, shall file, within the time prescribed by this chapter, an annual report setting forth the

following information as of the date of the report:

     (1) The name of the corporation and the state or country under the laws of which it is

incorporated;

     (2) The address of the registered office of the corporation in this state and the name of its

registered agent in this state at the address;

     (3) The address of the principal office of the corporation;

     (4) A brief statement of the character of the affairs that the corporation is actually

conducting, or, in the case of a foreign corporation, that the corporation is actually conducting in

this state;

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     (5) The names and respective addresses of the directors and officers of the corporation.

     (b) The annual report shall be made on forms prescribed and furnished by the secretary of

state and the information contained in the report shall be given as of the date of the execution of

the report. It shall be executed by the corporation by its president, a vice president, secretary, an

assistant secretary, treasurer, or authorized representative, or, if the corporation is in the hands of a

receiver or trustee, it shall be executed on behalf of the corporation by the receiver or trustee.

     7-6-91. Filing of annual report of domestic and foreign corporations.

     (a) The annual report of a domestic or foreign corporation shall be delivered to the secretary

of state during the month of June between February 1 and May 1 of each year, except that the first

annual report of a domestic or foreign corporation shall be filed during the month of June between

February 1 and May 1 of the year following the calendar year in which its certificate of

incorporation or its certificate of authority was issued by the secretary of state.

     (b) Proof to the satisfaction of the secretary of state that prior to the first day of July May

the report was deposited in the United States mail in a sealed envelope, properly addressed, with

postage prepaid, is deemed a compliance with this requirement.

     (c) If the secretary of state finds that the report conforms to the requirements of this chapter,

the secretary of state shall file the report.

     (d) If the secretary of state finds that it does not conform, the secretary of state shall

promptly return the report to the corporation for any necessary corrections, in which case the

penalties subsequently prescribed for failure to file the report within the time above 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 corporation

by the secretary of state.

     SECTION 3. Sections 7-16-12 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:

     7-16-12. Amendment and restatement of articles of organization.

     (a) The articles of organization shall be amended when:

     (1) There is a change in the name of the limited-liability company; or

     (2) 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; or

     (3) There is a change in the manager of record.

     (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.

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     (c) The articles of organization may be restated at any time. Any restatement may include

additional amendments.

     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 February

and the first day of November May 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; and

     (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 May 1 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.

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     SECTION 4. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- RHODE

ISLAND BUSINESS CORPORATION ACT

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     This act would require that annual reports of domestic and foreign business corporations,

nonprofit corporations, and limited liability companies be filed with the secretary of state between

February 1 and May 1 of each year.

     This act would take effect upon passage.

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