2012 -- H 7149

=======

LC00458

=======

STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2012

____________

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS

     Introduced By: Representatives Corvese, Petrarca, Schadone, Azzinaro, and Malik

     Date Introduced: January 18, 2012

     Referred To: House Corporations

It is enacted by the General Assembly as follows:

1-1

     SECTION 1. Sections 7-13-10 and 7-13-53 of the General Laws in Chapter 7-13 entitled

1-2

"Limited Partnerships" are hereby amended to read as follows:

1-3

     7-13-10. Cancellation of certificate. -- A certificate of limited partnership is cancelled

1-4

upon the dissolution and the commencement of winding up of the partnership or at any other time

1-5

there are no limited partners, or upon the conversion of a limited partnership to a limited liability

1-6

company. A When all fees and taxes have been paid to the tax administrator, a certificate of

1-7

cancellation shall be filed in the office of the secretary of state and state:

1-8

      (1) The name of the limited partnership;

1-9

      (2) The date of filing of its certificate of limited partnership or certificate of conversion

1-10

from a limited partnership to a limited liability company, as the case may be;

1-11

      (3) The reason for filing the certificate of cancellation;

1-12

      (4) The effective date (which shall be a date certain) of cancellation if it is not to be

1-13

effective upon the filing of the certificate; and

1-14

      (5) Any other information the general partners filing the certificate determine.

1-15

     7-13-53. Cancellation of registration. -- A When all fees and taxes have been paid to

1-16

the tax administrator, a foreign limited partnership may cancel its registration by filing with the

1-17

secretary of state a certificate of cancellation signed and sworn to by a general partner. In filing a

1-18

certificate of cancellation the foreign limited partnership revokes the authority of its registered

1-19

agent to accept service of process and consents that service of process in any action, suit or

1-20

proceeding based upon any cause of action arising in this state during the time the foreign limited

2-1

partnership was authorized to transact business in this state may subsequently be made on the

2-2

foreign limited partnership by service on the secretary of state. The certificate of cancellation

2-3

must include the post office address to which the secretary of state may mail a copy of any

2-4

process against the foreign limited partnership that is served on the secretary of state.

2-5

     SECTION 2. Section 44-11-21 of the General Laws in Chapter 44-11 entitled "Business

2-6

Corporation Tax" is hereby amended to read as follows:

2-7

     44-11-21. Information confidential -- Types of disclosure authorized- Penalties for

2-8

unauthorized disclosure. -- (a) It is unlawful for any state official or employee to divulge or to

2-9

make known to any person in any manner not provided by law the amount or source of income,

2-10

profits, losses, expenditures, or any particular set forth or disclosed in any return, or to permit any

2-11

return or copy or any book containing any abstract or particulars to be seen or examined by any

2-12

person except as provided by law. It is unlawful for any person to print or publish in any manner

2-13

not provided by law any return or any part or source of income, profits, losses, or expenditures

2-14

appearing in any return.

2-15

      (b) Any offense against this provision is punishable by a fine not exceeding one

2-16

thousand dollars ($1,000) or by imprisonment not exceeding one year, or both, at the discretion of

2-17

the court. If the offender is an officer or employee of the state of Rhode Island, he or she may be

2-18

dismissed from office or discharged from employment; provided, that the tax administrator may

2-19

authorize examination of the return by the tax officials regularly in the employ of another state or

2-20

of the federal government if a reciprocal arrangement exists.

2-21

     (c) In addition, the tax administrator may disclose to the secretary of state the name, state

2-22

of incorporation, address and other contact information for any corporation that files a tax return

2-23

with this state; provided, however, that such disclosure shall not include any financial particulars

2-24

of the corporation. The secretary of state and all employees thereof shall be subject to the

2-25

confidentiality provisions of subsection (a) and the penalty provisions of subsection (b) hereof

2-26

and shall be prohibited from printing, publishing, divulging and/or disseminating any information

2-27

received from the tax administrator in any manner not otherwise authorized by law.

2-28

     SECTION 3. This act shall take effect upon passage.

=======

LC00458

=======

EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS

***

3-1

     This act would allow the tax administrator, subject to confidentiality restrictions, to

3-2

disclose certain information to the secretary of state regarding any entity that files a tax return

3-3

with the state. This act would also provide that a domestic or foreign limited partnership must pay

3-4

all outstanding taxes and fees to the tax administrator prior to cancelling its registration or

3-5

dissolving or winding up its business.

3-6

     This act would take effect upon passage.

=======

LC00458

=======