2024 -- H 8055

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LC005639

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2024

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE

ISLAND BUSINESS CORPORATION ACT

     Introduced By: Representatives Voas, Giraldo, Stewart, Solomon, Casimiro, and
Kazarian

     Date Introduced: March 13, 2024

     Referred To: House Corporations

     (Secretary of State)

It is enacted by the General Assembly as follows:

     SECTION 1. Chapter 7-1.2 of the General Laws entitled "Rhode Island Business

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

     7-1.2-1805. Confirmation of state fees and taxes.

     (a) Notwithstanding any other provisions of the general laws, when any section of this

chapter refers to state fees and/or taxes paid as required by § 44-11-2, the division of taxation is

authorized to respond and share tax information with the secretary of state's office in response to a

request from that office regarding an entity's tax status as compliant or noncompliant.

     (b) If the secretary of state's office receives notice from the division of taxation that the

corporation has failed to pay any fees or taxes due to this state, the secretary of state shall issue

notice and begin revocation proceedings in accordance with the provisions of §§ 7-1.2-1310 or 7-

1.2-1414.

     (c) The notice of revocation may state as the basis for revocation that the taxpayer failed

to pay state fees and/or taxes as required by § 44-11-2 to the division of taxation. However, the

secretary of state's office must otherwise protect all state and federal tax information in its custody

as required by § 44-11-26.1 and refrain from disclosing any other specific tax information.

     (d) For filings remitted and recorded in accordance with any section of this chapter that

refer to state fees and/or taxes paid as required by § 44-11-2, the secretary of state's office may

request from the division of taxation a tax status check as outlined in subsection (a) of this section.

If the secretary of state's office receives notice from the division of taxation that the corporation

has failed to pay any fees or taxes due to this state, the secretary of state shall begin revocation

proceedings in accordance with subsections (b) and (c) of this section.

     SECTION 2. Section 7-12.1-915 of the General Laws in Chapter 7-12.1 entitled "Uniform

Partnership Act" is hereby amended to read as follows:

     7-12.1-915. Confirmation of state fees and taxes.

     (a) Notwithstanding any other provisions of the Rhode Island general laws, when any

section of this chapter refers to state fees and/or taxes paid as required by § 7-12.1-914, the division

of taxation is authorized to respond and share tax information with the secretary of state’s office in

response to a request from that office regarding an entity’s tax status as compliant or noncompliant.

     (b) If the secretary of state’s office receives notice from the division of taxation that the

limited liability partnership has failed to pay any fees or taxes due this state, the secretary of state

shall issue notice and begin revocation proceedings in accordance with the provisions of § 7-12.1-

903.

     (c) The notice of revocation may state as the basis for revocation that the taxpayer failed

to pay state fees and/or taxes to the division of taxation. However, the secretary of state’s office

must otherwise protect all state and federal tax information in its custody as required by § 7-12.1-

916 and refrain from disclosing any other specific tax information.

     (d) The secretary of state's office may request from the division of taxation a tax status

check as outlined in subsection (a) of this section. If the secretary of state's office receives notice

from the division of taxation that the limited liability partnership has failed to pay any fees or taxes

due to this state as required by § 7-12.1-914, the secretary of state shall begin revocation

proceedings in accordance with subsections (b) and (c) of this section.

     SECTION 3. Section 7-13.1-214 of the General Laws in Chapter 7-13.1 entitled "Uniform

Limited Partnership Act" is hereby amended to read as follows:

     7-13.1-214. Confirmation of state fees and taxes.

     (a) Notwithstanding any other provisions of state law to the contrary the general laws, when

any section of this chapter refers to state fees and/or taxes paid as required by § 7-13.1-213, the

division of taxation is authorized to respond and share tax information with the secretary of state’s

office in response to a request from that office regarding an entity’s tax status as compliant or

noncompliant.

     (b) If the secretary of state’s office receives notice from the division of taxation that the

limited liability company partnership has failed to pay any fees or taxes due this state, the secretary

of state shall issue notice and begin revocation proceedings in accordance with the provisions of §

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7-13.1-811.

     (c) The notice of revocation may state as the basis for revocation that the taxpayer failed

to pay state fees and/or taxes to the division of taxation. However, the secretary of state’s office

must otherwise protect all state and federal tax information in its custody as required by § 7-13.1-

215 and refrain from disclosing any other specific tax information.

     (d) The secretary of state's office may request from the division of taxation a tax status

check as outlined in subsection (a) of this section. If the secretary of state's office receives notice

from the division of taxation that the limited partnership has failed to pay any fees or taxes due to

this state as required by § 7-13.1-213, the secretary of state shall issue notice and begin revocation

proceedings in accordance with subsections (b) and (c) of this section.

     SECTION 4. Section 7-16-67.1 of the General Laws in Chapter 7-16 entitled "The Rhode

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

     7-16-67.1. Revocation of articles or authority to transact business for nonpayment of

fee.

     (a) The tax administrator may, after July 15 of each year, make up compile a list of all

limited liability companies that have failed to pay the fee defined in § 7-16-67 for one year after

the fee became due and payable, and the failure is not the subject of a pending appeal. The tax

administrator shall certify to the correctness of the list. Upon receipt of the certified list, the

secretary of state may initiate revocation proceedings as defined in § 7-16-41.

     (b) With respect to any information provided by the division of taxation to the secretary of

state state's office pursuant to this chapter, the secretary of state, together with the employees or

agents thereof, shall be subject to all state and federal tax confidentiality laws applying to the

division of taxation and the officers, agents, and employees thereof, and which restrict the

acquisition, use, storage, dissemination, or publication of confidential taxpayer data.

     (c) Notwithstanding the provisions of subsection (a) or (b) of this section, the notice of

revocation may state as the basis for revocation that the taxpayer has failed to pay state fees and/or

taxes to the division of taxation as required by § 7-16-67. However, the secretary of state's office

must otherwise protect all state and federal tax information in its custody as required by subsection

(b) of this section and refrain from disclosing any other specific tax information.

     SECTION 5. Chapter 7-16 of the General Laws entitled "The Rhode Island Limited

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

     7-16-77. Confirmation of state fees and taxes.

     (a) Notwithstanding any other provisions of the general laws, when any section of this

chapter refers to state fees and/or taxes paid as required by § 7-16-67, the division of taxation is

LC005639 - Page 3 of 6

authorized to respond and share tax information with the secretary of state's office in response to a

request from that office regarding an entity's tax status as compliant or noncompliant.

     (b) If the secretary of state's office receives notice from the division of taxation that the

limited liability company has failed to pay any fees or taxes due to this state, the secretary of state

shall issue notice and begin revocation proceedings in accordance with the provisions of § 7-16-

41.

     (c) The notice of revocation may state as the basis for revocation that the taxpayer failed

to pay state fees and/or taxes to the division of taxation as required by § 7-16-67. However, the

secretary of state's office must otherwise protect all state and federal tax information in its custody

as required by § 7-16-67.1 and refrain from disclosing any other specific tax information.

     (d) For filings remitted and recorded in accordance with any section of this chapter that

refers to state fees and/or taxes paid as required by § 7-16-67, the secretary of state's office may

request from the division of taxation a tax status check as outlined in subsection (a) of this section.

If the secretary of state's office receives notice from the division of taxation that the limited liability

company has failed to pay any fees or taxes due to this state, the secretary of state shall begin

revocation proceedings in accordance with subsections (b) and (c) of this section.

     SECTION 6. Section 44-11-26.1 of the General Laws in Chapter 44-11 entitled "Business

Corporation Tax" is hereby amended to read as follows:

     44-11-26.1. Revocation of articles or authority to transact business for nonpayment

of tax.

     (a) The tax administrator may, after July 15 of each year, make up compile a list of all

corporations that have failed to pay the corporate tax defined in § 44-11-2 for one year after the tax

became due and payable, and the failure is not the subject of a pending appeal. The tax administrator

shall certify to the correctness of the list. Upon receipt of the certified list, the secretary of state

may shall issue notice and initiate revocation proceedings as defined in §§ 7-1.2-1310 and 7-1.2-

1414.

     (b) With respect to any information provided by the division of taxation to the secretary of

state state's office pursuant to this chapter, the secretary of state, together with the employees or

agents thereof, shall be subject to all state and federal tax confidentiality laws applying to the

division of taxation and the officers, agents, and employees thereof, and which restrict the

acquisition, use, storage, dissemination, or publication of confidential taxpayer data.

     (c) Notwithstanding the provisions of subsections (a) or (b) of this section, the notice of

revocation may state as the basis for revocation that the taxpayer has failed to pay state fees and/or

taxes to the division of taxation as required by § 44-11-2. However, the secretary of state's office

LC005639 - Page 4 of 6

must otherwise protect all state and federal tax information in its custody as required by subsection

(b) of this section and refrain from disclosing any other specific tax information.

     SECTION 7. This act shall take effect on January 1, 2025.

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LC005639

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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

***

     This act would allow the sharing of certain information between the division of taxation

and the secretary of state's office regarding an entity's tax status as compliant or non-compliant.

     This act would take effect on January 1, 2025.

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LC005639

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