| Chapter 150 |
| 2024 -- S 3056 Enacted 06/17/2024 |
| A N A C T |
| RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE ISLAND BUSINESS CORPORATION ACT |
Introduced By: Senator Dawn M. Euer |
| Date Introduced: May 07, 2024 |
| 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 refers 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 § |
| 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 |
| 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 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 § 44-11-2. 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 7. This act shall take effect on January 1, 2025. |
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| LC005671 |
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