2012 -- S 2350

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LC01176

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STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2012

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A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS

     Introduced By: Senators Lanzi, Miller, DiPalma, Tassoni, and Sosnowski

     Date Introduced: February 09, 2012

     Referred To: Senate Corporations

It is enacted by the General Assembly as follows:

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

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

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

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

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

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

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

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      (1) The name of the limited partnership;

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

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

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

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

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effective upon the filing of the certificate; and

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

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

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

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

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

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

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

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

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

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

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

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

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Corporation Tax" is hereby amended to read as follows:

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

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

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

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

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

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

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

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appearing in any return.

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

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

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

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

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

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of the federal government if a reciprocal arrangement exists.

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

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

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

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

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

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

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

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     SECTION 3. This act shall take effect upon passage.

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LC01176

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS

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

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

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

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

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dissolving or winding up its business.

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     This act would take effect upon passage.

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LC01176

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