2024 -- S 2813 | |
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LC004533 | |
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STATE OF RHODE ISLAND | |
IN GENERAL ASSEMBLY | |
JANUARY SESSION, A.D. 2024 | |
____________ | |
A N A C T | |
RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE | |
ISLAND BUSINESS CORPORATION ACT | |
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Introduced By: Senators Britto, Tikoian, Lawson, DiPalma, LaMountain, Ciccone, and | |
Date Introduced: March 22, 2024 | |
Referred To: Senate Finance | |
(Dept. of Revenue) | |
It is enacted by the General Assembly as follows: | |
1 | SECTION 1. Sections 7-1.2-1310 and 7-1.2-1414 of the General Laws in Chapter 7-1.2 |
2 | entitled "Rhode Island Business Corporation Act" are hereby amended to read as follows: |
3 | 7-1.2-1310. Revocation of articles of incorporation. |
4 | (a) The articles of incorporation of a corporation may be revoked by the secretary of state |
5 | upon the conditions prescribed in this section when it is established that: |
6 | (1) The corporation procured its articles of incorporation through fraud; or |
7 | (2) The corporation has continued to exceed or abuse the authority conferred upon it by |
8 | law; or |
9 | (3) The corporation has failed to file its annual report within the time required by this |
10 | chapter, or with respect to any corporation in good corporate standing on the records of the secretary |
11 | of state on or after July 1, 2019, has failed to pay any required fees to the secretary of state when |
12 | they have become due and payable, or the secretary of state has received notice from the division |
13 | of taxation, in accordance with § 44-11-26.1, that the corporation has failed to pay corporate any |
14 | fees or taxes due to this state; or |
15 | (4) The corporation has failed for thirty (30) days to appoint and maintain a registered agent |
16 | in this state as required by this chapter; or |
17 | (5) The corporation has failed, after change of its registered office or registered agent, to |
18 | file in the office of the secretary of state a statement of the change as required by this chapter; or |
| |
1 | (6) The corporation has failed to file in the office of the secretary of state any amendment |
2 | to its articles of incorporation or any articles of merger within the time prescribed by this chapter; |
3 | or |
4 | (7) A misrepresentation has been made of any material matter in any application, report, |
5 | affidavit, or other document submitted by the corporation pursuant to this chapter. |
6 | (b) No articles of incorporation of a corporation may be revoked by the secretary of state |
7 | unless: |
8 | (1) The secretary of state gives the corporation notice thereof not less than sixty (60) days |
9 | prior to such revocation by regular mail addressed to the registered office of the corporation in this |
10 | state on file with the secretary of state’s office, which notice shall specify the basis for the |
11 | revocation; provided, however, that if a prior mailing addressed to the registered office of the |
12 | corporation in this state currently on file with the secretary of state’s office has been returned as |
13 | undeliverable by the United States Postal Service for any reason, or if the revocation notice is |
14 | returned as undeliverable by the United States Postal Service for any reason, the secretary of state |
15 | gives notice as follows: |
16 | (i) To the corporation at its principal office of record as shown in its most recent annual |
17 | report, and no further notice is required; or |
18 | (ii) In the case of a domestic corporation that has not yet filed an annual report, then to any |
19 | one of the incorporators listed on the articles of incorporation, and no further notice is required; |
20 | and |
21 | (2) The corporation fails prior to revocation to file the annual report or pay the fees, or file |
22 | the required statement of change of registered agent or registered office, or file the articles of |
23 | amendment or articles of merger, or correct the misrepresentation. |
24 | 7-1.2-1414. Revocation of certificate of authority. |
25 | (a) The certificate of authority of a foreign corporation to transact business in this state may |
26 | be revoked by the secretary of state under the conditions prescribed in this section when: |
27 | (1) The corporation fails to file its annual report within the time required by this chapter, |
28 | or with respect to any corporation in good corporate standing on the records of the secretary of state |
29 | on or after July 1, 2019, has failed to pay any required fees to the secretary of state when they have |
30 | become due and payable, or the secretary of state has received notice from the division of taxation, |
31 | in accordance with § 44-11-26.1, that the corporation has failed to pay corporate any fees or taxes |
32 | due to this state; or |
33 | (2) The corporation fails to appoint and maintain a registered agent in this state as required |
34 | by this chapter; or |
| LC004533 - Page 2 of 12 |
1 | (3) The corporation fails, after changing its registered office or registered agent, to file in |
2 | the office of the secretary of state a statement of the change as required by this chapter; or |
3 | (4) The corporation fails to file in the office of the secretary of state any amendment to its |
4 | articles of incorporation or any articles of merger within the time prescribed by this chapter; or |
5 | (5) A misrepresentation has been made of any material matter in any application, report, |
6 | affidavit, or other document submitted by the corporation pursuant to this chapter. |
7 | (b) No certificate of authority of a foreign corporation may be revoked by the secretary of |
8 | state unless the secretary of state has given the corporation notice thereof not less than sixty (60) |
9 | days prior to such revocation, by regular mail addressed to the registered agent of the corporation |
10 | in this state on file with the secretary of state’s office, which notice shall specify the basis for the |
11 | revocation; provided, however, that if a prior mailing addressed to the registered office of the |
12 | corporation in this state currently on file with the secretary of state’s office has been returned as |
13 | undeliverable by the United States Postal Service for any reason, or if the revocation notice is |
14 | returned as undeliverable by the United States Postal Service for any reason, the secretary of state |
15 | shall give notice as follows: |
16 | (1) To the corporation at its principal office of record as shown in its most recent annual |
17 | report, and no further notice is required; or |
18 | (2) In the case of a foreign corporation that has not yet filed an annual report, then to the |
19 | corporation at its principal office shown in its application for certificate of authority, and no further |
20 | notice is required. |
21 | SECTION 2. Section 7-16-67.1 of the General Laws in Chapter 7-16 entitled "The Rhode |
22 | Island Limited Liability Company Act" is hereby amended to read as follows: |
23 | 7-16-67.1. Revocation of articles or authority to transact business for nonpayment of |
24 | fee. |
25 | (a) The tax administrator may, after July 15 of each year, make up compile a list of all |
26 | limited liability companies that have failed to pay the fee defined in § 7-16-67 any state fees and/or |
27 | taxes for one year after the fee state fees and/or taxes became due and payable, and the failure is |
28 | not the subject of a pending appeal. The tax administrator shall certify to the correctness of the list. |
29 | Upon receipt of the certified list, the secretary of state may initiate revocation proceedings as |
30 | defined in § 7-16-41. |
31 | (b) With respect to any information provided by the division of taxation to the secretary of |
32 | state state's office pursuant to this chapter, the secretary of state, together with the employees or |
33 | agents thereof, shall be subject to all state and federal tax confidentiality laws applying to the |
34 | division of taxation and the officers, agents, and employees thereof, and which restrict the |
| LC004533 - Page 3 of 12 |
1 | acquisition, use, storage, dissemination, or publication of confidential taxpayer data. |
2 | (c) Notwithstanding the foregoing, the notice of revocation may state as the basis for |
3 | revocation that the taxpayer has failed to pay state fees and/or taxes to the division of taxation. |
4 | However, the secretary of state's office shall otherwise protect all state and federal tax information |
5 | in its custody as required by subsection (b) of this section and refrain from disclosing any other |
6 | specific tax information. |
7 | SECTION 3. Sections 44-11-7.1, 44-11-26.1 and 44-11-29 of the General Laws in Chapter |
8 | 44-11 entitled "Business Corporation Tax" are hereby amended to read as follows: |
9 | 44-11-7.1. Limitations on assessment. |
10 | (a) General. Except as provided in this section, the amount of the Rhode Island corporate |
11 | income tax shall be assessed within three (3) years after the return was filed, whether or not the |
12 | return was filed on or after the prescribed date. For this purpose, a tax return filed before the due |
13 | date shall be considered as filed on the due date. |
14 | (b) Exceptions. |
15 | (1) The tax may be assessed at any time if: |
16 | (i) No return is filed. |
17 | (ii) A false or fraudulent return is filed with intent to avoid tax. |
18 | (2) Where, before the expiration of the time prescribed in this section for the assessment of |
19 | tax, or before the time as extended, both the tax administrator and the taxpayer have consented, in |
20 | writing, to its assessment after that time, the tax may be assessed at any time prior to the expiration |
21 | of the agreed upon period. |
22 | (3) If a taxpayer’s deficiency is attributable to an excessive net operating loss carryback |
23 | allowance, it may be assessed at any time that a deficiency for the taxable year of the loss may be |
24 | assessed. |
25 | (4) An erroneous refund shall be considered to create an underpayment of tax on the date |
26 | made. An assessment of a deficiency arising out of an erroneous refund may be made at any time |
27 | within three (3) years thereafter, or at any time if it appears that any part of the refund was induced |
28 | by fraud or misrepresentation of a material fact. |
29 | (c) Notwithstanding the provisions of this section, the tax may be assessed at any time |
30 | within six (6) years after the return was filed if a taxpayer omits from its Rhode Island income an |
31 | amount properly includable therein that is in excess of twenty-five percent (25%) of the amount of |
32 | Rhode Island income stated in the return. For this purpose there shall not be taken into account any |
33 | amount that is omitted in the return if the amount is disclosed in the return, or in a statement attached |
34 | to the return, in a manner adequate to apprise the tax administrator of the nature and amount of the |
| LC004533 - Page 4 of 12 |
1 | item. |
2 | (d) The running of the period of limitations on assessment or collection of the tax or other |
3 | amount, or of a transferee’s liability, shall, after the mailing of a notice of deficiency, be suspended |
4 | for any period during which the tax administrator is prohibited from making the assessment or from |
5 | collecting by levy, and for sixty (60) days thereafter. |
6 | (e) No period of limitations specified in any other law shall apply to the assessment or |
7 | collection of Rhode Island corporate income tax. Under no circumstances shall the tax |
8 | administrator issue any notice of deficiency determination for Rhode Island business corporation |
9 | tax due and payable more than ten (10) years after the date upon which the return was filed or due |
10 | to be filed, nor shall the tax administrator commence any collection action for any business |
11 | corporation tax due and payable unless the collection action is commenced within ten (10) years |
12 | after a notice of deficiency determination became a final collectible assessment; provided however, |
13 | that the tax administrator may renew a statutory lien that was initially filed within the ten-year (10) |
14 | period for collection actions. Both of the aforementioned ten-year (10) periods are tolled for any |
15 | period of time the taxpayer is in federal bankruptcy or state receivership proceedings. “Collection |
16 | action” refers to any activity undertaken by the division of taxation to collect on any state tax |
17 | liabilities that are final, due, and payable under Rhode Island law. “Collection action” may include, |
18 | but is not limited to, any civil action involving a liability owed under chapter 11 of title 44. |
19 | (f) The ten-year (10) limitation shall not apply to the renewal or continuation of the state’s |
20 | attempt to collect a liability that became final, due, and payable within the ten-year (10) limitation |
21 | periods set forth in this section. |
22 | 44-11-26.1. Revocation of articles or authority to transact business for nonpayment |
23 | of tax. |
24 | (a) The tax administrator may, after July 15 of each year, make up compile a list of all |
25 | corporations that have failed to pay the corporate tax defined in § 44-11-2 any state fees and/or |
26 | taxes for one year after the tax state fees and/or taxes became due and payable, and the failure is |
27 | not the subject of a pending appeal. The tax administrator shall certify to the correctness of the list. |
28 | Upon receipt of the certified list, the secretary of state may initiate revocation proceedings as |
29 | defined in §§ 7-1.2-1310 and 7-1.2-1414. |
30 | (b) With respect to any information provided by the division of taxation to the secretary of |
31 | state state's office pursuant to this chapter, the secretary of state, together with the employees or |
32 | agents thereof, shall be subject to all state and federal tax confidentiality laws applying to the |
33 | division of taxation and the officers, agents, and employees thereof, and which restrict the |
34 | acquisition, use, storage, dissemination, or publication of confidential taxpayer data. |
| LC004533 - Page 5 of 12 |
1 | (c) Notwithstanding the foregoing, the notice of revocation may state as the basis for |
2 | revocation that the taxpayer has failed to pay state fees and/or taxes to the division of taxation. |
3 | However, the secretary of state's office shall otherwise protect all state and federal tax information |
4 | in its custody as required by subsection (b) of this section and refrain from disclosing any other |
5 | specific tax information. |
6 | 44-11-29. Notice to tax administrator of sale of assets — Tax due. |
7 | (a) The sale or transfer of the major part in value of the assets of a domestic corporation, |
8 | domestic limited liability company, domestic limited partnership, or any other domestic business |
9 | entity, or of the major part in value of the assets situated in this state of a foreign corporation, |
10 | foreign limited liability company, foreign limited partnership, or any other foreign business entity, |
11 | other than in the ordinary course of trade and in the regular and usual prosecution of business by |
12 | said corporation, limited liability company, limited partnership, or any other business entity |
13 | whether domestic or foreign, and the sale or transfer of the major part in value of the assets of a |
14 | domestic corporation, domestic limited liability company, domestic limited partnership, or any |
15 | other domestic corporation business entity, or of the major part in value of the assets situated in |
16 | this state of a foreign corporation, foreign limited liability company, foreign limited partnership, or |
17 | any other foreign business entity that is engaged in the business of buying, selling, leasing, renting, |
18 | managing, or dealing in real estate, shall be fraudulent and void as against the state unless the |
19 | corporation, limited liability company, limited partnership, or any other business entity, whether |
20 | domestic or foreign, at least five (5) business days before the sale or transfer, notifies the tax |
21 | administrator of the proposed sale or transfer and of the price, terms, and conditions of the sale or |
22 | transfer and of the character and location of the assets by requesting a letter of good standing from |
23 | the tax division that shall be received by the tax division at least five (5) business days before the |
24 | sale or transfer. Whenever a corporation, limited liability company, limited partnership, or any |
25 | other business entity, whether domestic or foreign, makes such a sale or transfer, any and all tax |
26 | returns required to be filed under this title must be filed and any and all taxes imposed under this |
27 | title shall become due and payable at the time when the tax administrator is so notified of the sale |
28 | or transfer, or, if he or she is not so notified, at the time when he or she should have been notified |
29 | of the sale or transfer. |
30 | (b) This section shall not apply to sales by receivers, assignees under a voluntary |
31 | assignment for the benefit of creditors, trustees in bankruptcy, debtors in possession in bankruptcy, |
32 | or public officers acting under judicial process. |
33 | SECTION 4. Section 44-19-13 of the General Laws in Chapter 44-19 entitled "Sales and |
34 | Use Taxes — Enforcement and Collection" is hereby amended to read as follows: |
| LC004533 - Page 6 of 12 |
1 | 44-19-13. Notice of determination. |
2 | (a) The tax administrator shall give to the retailer or to the person storing, using, or |
3 | consuming the tangible personal property a written notice of his or her determination. Except in the |
4 | case of fraud, intent to evade the provisions of this article, failure to make a return, or claim for |
5 | additional amount pursuant to §§ 44-19-16 — 44-19-19, every notice of a deficiency determination |
6 | shall be mailed within three (3) years after the fifteenth (15th) day of the calendar month following |
7 | the month for which the amount is proposed to be determined or within three (3) years after the |
8 | return is filed, whichever period expires later, unless a longer period is agreed upon by the tax |
9 | administrator and the taxpayer. |
10 | (b) Notwithstanding the provisions of subsection (a) of this section, under no circumstances |
11 | shall the tax administrator issue a notice of a deficiency determination for any sales or use tax |
12 | determined to be due and payable more than ten (10) years after the return is filed or was due to be |
13 | filed, nor shall the tax administrator commence any collection action for any tax that is due and |
14 | payable unless the collection action is commenced within ten (10) years after a notice of a |
15 | deficiency determination becomes a final collectible assessment; provided, however, that the tax |
16 | administrator may renew a statutory lien that was initially filed within the ten-year (10) period for |
17 | collection actions. Both of the aforementioned ten-year (10) periods are tolled for any period of |
18 | time the taxpayer is in federal bankruptcy or state receivership proceedings. “Collection action” |
19 | refers to any activity undertaken by the division of taxation to collect on any state tax liabilities that |
20 | are final, due, and payable under Rhode Island law. “Collection action” may include, but is not |
21 | limited to, any civil action involving a liability owed under chapters 18, 18.1, 18.2, and 19 of title |
22 | 44. This section excludes any sales and use tax liabilities that are deemed trust funds as defined in |
23 | § 44-19-35, as well as any meals and beverage tax liabilities that are collected pursuant to § 44-18- |
24 | 18.1, and any hotel tax liabilities that are collected pursuant to § 44-18-36.1. |
25 | (c) The ten-year (10) limitation shall not apply to the renewal or continuation of the state’s |
26 | attempt to collect a liability that became final, due, and payable within the ten-year (10) limitation |
27 | periods set forth in this section. |
28 | SECTION 5. Section 44-23-9 of the General Laws in Chapter 44-23 entitled "Estate and |
29 | Transfer Taxes — Enforcement and Collection" is hereby amended to read as follows: |
30 | 44-23-9. Assessment and notice of estate tax — Collection powers — Lien. |
31 | (a) The tax imposed by § 44-22-1.1 shall be assessed upon the full and fair cash value of |
32 | the net estate determined by the tax administrator as provided in this chapter. Notice of the amount |
33 | of the tax shall be mailed to the executor, administrator, or trustee, but failure to receive the notice |
34 | does not excuse the nonpayment of or invalidate the tax. The tax administrator shall receive and |
| LC004533 - Page 7 of 12 |
1 | collect the assessed taxes in the same manner and with the same powers as are prescribed for and |
2 | given to the collectors of taxes by chapters 7 — 9 of this title. The tax shall be due and payable as |
3 | provided in § 44-23-16, shall be paid to the tax administrator, and shall be and remain a lien upon |
4 | the estate until it is paid. All executors, administrators, and trustees are personally liable for the tax |
5 | until it is paid. |
6 | (b) Notwithstanding the provisions of subsection (a) of this section, under no circumstances |
7 | shall the tax administrator issue any notice of deficiency determination for the amount of the estate |
8 | tax due more than ten (10) years after the return was filed or should have been filed, nor shall the |
9 | tax administrator commence any collection action for any estate tax due and payable unless the |
10 | collection action is commenced within ten (10) years after the date a notice of deficiency |
11 | determination became a final collectible assessment. “Collection action” refers to any activity |
12 | undertaken by the division of taxation to collect on any state tax liabilities that are final, due, and |
13 | payable under Rhode Island law. “Collection action” may include, but is not limited to, any civil |
14 | action involving a liability owed under chapters 22 and 23 of title 44. |
15 | (c) The ten-year (10) limitation shall not apply to the renewal or continuation of the state’s |
16 | attempt to collect a liability that became final, due, and payable within the ten-year (10) limitation |
17 | periods set forth in this section. |
18 | SECTION 6. Section 44-30-83 of the General Laws in Chapter 44-30 entitled "Personal |
19 | Income Tax" is hereby amended to read as follows: |
20 | 44-30-83. Limitations on assessment. |
21 | (a) General. Except as otherwise provided in this section the amount of the Rhode Island |
22 | personal income tax shall be assessed within three (3) years after the return was filed, whether or |
23 | not the return was filed on or after the prescribed date. For this purpose a tax return filed before the |
24 | due date shall be considered as filed on the due date; and a return of withholding tax for any period |
25 | ending with or within a calendar year filed before April 15 of the succeeding calendar year shall be |
26 | considered filed on April 15 of the succeeding calendar year. |
27 | (b) Exceptions. |
28 | (1) Assessment at any time. The tax may be assessed at any time if: |
29 | (i) No return is filed; |
30 | (ii) A false or fraudulent return is filed with intent to evade tax; or |
31 | (iii) The taxpayer fails to file a report, pursuant to § 44-30-59, of a change, correction, or |
32 | amended return, increasing his or her federal taxable income as reported on his or her federal |
33 | income tax return or to report a change or correction that is treated in the same manner as if it were |
34 | a deficiency for federal income tax purposes. |
| LC004533 - Page 8 of 12 |
1 | (2) Extension by agreement. Where, before the expiration of the time prescribed in this |
2 | section for the assessment of tax, or before the time as extended pursuant to this section, both the |
3 | tax administrator and the taxpayer have consented in writing to its assessment after that time, the |
4 | tax may be assessed at any time prior to the expiration of the period agreed upon. |
5 | (3) Report of changed or corrected federal income. If the taxpayer shall, pursuant to § 44- |
6 | 30-59, file an amended return, or report a change or correction increasing his or her federal taxable |
7 | income or report a change or correction that is treated in the same manner as if it were a deficiency |
8 | for federal income tax purposes, an assessment may be made at any time prior to two (2) years after |
9 | the report or amended return was filed. This assessment of Rhode Island personal income tax shall |
10 | not exceed the amount of the increase attributable to the federal change, correction, or items |
11 | amended on the taxpayer’s amended federal income tax return. The provisions of this paragraph |
12 | shall not affect the time within which or the amount for which an assessment may otherwise be |
13 | made. |
14 | (4) Deficiency attributable to net operating loss carryback. If a taxpayer’s deficiency is |
15 | attributable to an excessive net operating loss carryback allowance, it may be assessed at any time |
16 | that a deficiency for the taxable year of the loss may be assessed. |
17 | (5) Recovery of erroneous refund. An erroneous refund shall be considered to create an |
18 | underpayment of tax on the date made. An assessment of a deficiency arising out of an erroneous |
19 | refund may be made at any time within three (3) years thereafter, or at any time if it appears that |
20 | any part of the refund was induced by fraud or misrepresentation of a material fact. |
21 | (6) Armed forces relief. For purposes of this tax, the date appearing in 26 U.S.C. § 692(a) |
22 | shall be January 1, 1971. |
23 | (c) Omission of income on return. Notwithstanding the foregoing provisions of this section, |
24 | the tax may be assessed at any time within six (6) years after the return was filed if an individual |
25 | omits from his or her Rhode Island income an amount properly includible therein which is in excess |
26 | of twenty-five percent (25%) of the amount of Rhode Island income stated in the return. For this |
27 | purpose there shall not be taken into account any amount that is omitted in the return if the amount |
28 | is disclosed in the return, or in a statement attached to the return, in a manner adequate to apprise |
29 | the tax administrator of the nature and amount of the item. |
30 | (d) Suspension of limitation. The running of the period of limitations on assessment or |
31 | collection of tax or other amount (or of a transferee’s liability) shall, after the mailing of a notice |
32 | of deficiency, be suspended for the period during which the tax administrator is prohibited under § |
33 | 44-30-81(c) from making the assessment or from collecting by levy, and for sixty (60) days |
34 | thereafter. |
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1 | (e) Limitations exclusive. No period of limitations specified in any other law shall apply to |
2 | the assessment or collection of Rhode Island personal income tax. Under no circumstances shall |
3 | the tax administrator issue any notice of a deficiency determination for Rhode Island personal |
4 | income tax due or payable more than ten (10) years after the date upon which the return was filed |
5 | or due to be filed, nor shall the tax administrator commence any collection action for any personal |
6 | income tax due and payable unless the collection action is commenced within ten (10) years after |
7 | a notice of deficiency determination became a final collectible assessment; provided however, that |
8 | the tax administrator can renew a statutory lien that was initially filed within the ten-year (10) |
9 | period for collection actions. Both of the aforementioned ten-year (10) periods are tolled for any |
10 | period of time the taxpayer is in federal bankruptcy or state receivership proceedings. “Collection |
11 | action” refers to any activity undertaken by the division of taxation to collect on any state tax |
12 | liabilities that are final, due, and payable under Rhode Island law. “Collection action” may include, |
13 | but is not limited to, any civil action involving a liability owed under chapter 30 of title 44. This |
14 | section excludes any liabilities that are deemed trust funds as defined in § 44-30-76, as amended. |
15 | (f) The ten-year (10) limitation shall not apply to the renewal or continuation of the state’s |
16 | attempt to collect a liability that became final, due, and payable within the ten-year (10) limitation |
17 | periods set forth in this section. |
18 | SECTION 7. Chapter 7-1.2 of the General Laws entitled "Rhode Island Business |
19 | Corporation Act" is hereby amended by adding thereto the following section: |
20 | 7-1.2-1805. Confirmation of state fees and taxes. |
21 | (a) Notwithstanding any other provisions of the general laws, when any section of this |
22 | chapter refers to state fees and/or taxes paid, the division of taxation is authorized to respond and |
23 | share tax information with the secretary of state's office in response to a request from that office |
24 | regarding an entity's tax status as compliant or noncompliant. |
25 | (b) If the secretary of state's office receives notice from the division of taxation that the |
26 | corporation has failed to pay any fees or taxes due to this state, the secretary of state shall initiate |
27 | revocation proceedings in accordance with the provisions of §§ 7-1.2-1310 or 7-1.2-1414. |
28 | (c) The notice of revocation may state as the basis for revocation that the taxpayer failed |
29 | to pay state fees and/or taxes to the division of taxation. However, the secretary of state's office |
30 | shall otherwise protect all state and federal tax information in its custody as required by § 44-11- |
31 | 26.1 and refrain from disclosing any other specific tax information. |
32 | (d) For filings remitted and recorded in accordance with any section of this chapter between |
33 | July 1, 2020 and the effective date of this section that refer to state fees and/or taxes paid, the |
34 | secretary of state's office may request from the division of taxation a determination as to whether |
| LC004533 - Page 10 of 12 |
1 | all state taxes and fees were paid as outlined in subsection (a) of this section. If the secretary of |
2 | state's office receives notice from the division of taxation that the corporation has failed to pay any |
3 | fees or taxes due to this state, the secretary of state shall begin revocation proceedings in accordance |
4 | with subsections (b) and (c) of this section. |
5 | SECTION 8. Chapter 7-16 of the General Laws entitled "The Rhode Island Limited |
6 | Liability Company Act" is hereby amended by adding thereto the following section: |
7 | 7-16-77. Confirmation of state fees and taxes. |
8 | (a) Notwithstanding any other provisions of the general laws, when any section of this |
9 | chapter refers to state fees and/or taxes paid, the division of taxation is authorized to respond and |
10 | share tax information with the secretary of state's office in response to a request from that office |
11 | regarding an entity's tax status as compliant or noncompliant. |
12 | (b) If the secretary of state's office receives notice from the division of taxation that the |
13 | limited-liability company has failed to pay any fees or taxes due to this state, the secretary of state |
14 | shall begin revocation proceedings in accordance with the provisions of § 7-16-41. |
15 | (c) The notice of revocation may state as the basis for revocation that the taxpayer failed |
16 | to pay state fees and/or taxes to the division of taxation. However, the secretary of state's office |
17 | shall otherwise protect all state and federal tax information in its custody as required by § 7-16- |
18 | 67.1 and refrain from disclosing any other specific tax information. |
19 | (d) For filings remitted and recorded in accordance with any section of this chapter between |
20 | July 1, 2020 and the effective date of this section that refer to state fees and/or taxes paid, the |
21 | secretary of state's office may request from the division of taxation a determination as to whether |
22 | all state taxes and fees were paid as outlined in subsection (a) of this section. If the secretary of |
23 | state's office receives notice from the division of taxation that the limited-liability company has |
24 | failed to pay any fees or taxes due to this state, the secretary of state shall begin revocation |
25 | proceedings in accordance with subsections (b) and (c) of this section. |
26 | SECTION 9. This act shall take effect upon passage. |
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| LC004533 - Page 11 of 12 |
EXPLANATION | |
BY THE LEGISLATIVE COUNCIL | |
OF | |
A N A C T | |
RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE | |
ISLAND BUSINESS CORPORATION ACT | |
*** | |
1 | This act would make numerous technical amendments to the statutes on taxes and |
2 | corporations, associations and partnerships. |
3 | This act would take effect upon passage. |
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| LC004533 - Page 12 of 12 |