2013 -- H 5353

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LC00837

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STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2013

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A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - RHODE

ISLAND BUSINESS CORPORATION ACT

     Introduced By: Representatives Trillo, Giarrusso, and Costa

     Date Introduced: February 12, 2013

     Referred To: House Corporations

It is enacted by the General Assembly as follows:

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     SECTION 1. Section 7-1.2-1310 of the General Laws in Chapter 7-1.2 entitled "Rhode

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Island Business Corporation Act" is hereby amended to read as follows:

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     7-1.2-1310. Revocation of articles of incorporation. -- (a) The articles of incorporation

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of a corporation may be revoked by the secretary of state upon the conditions prescribed in this

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section when it is established that:

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      (1) The corporation procured its articles of incorporation through fraud; or

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      (2) The corporation has continued to exceed or abuse the authority conferred upon it by

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law; or

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      (3) The corporation has failed to file its annual report within the time required by this

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chapter, or has failed to pay any fees, when they have become due and payable; or

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      (4) The corporation has failed for thirty (30) days to appoint and maintain a registered

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agent in this state as required by this chapter; or

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      (5) The corporation has failed, after change of its registered office or registered agent, to

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file in the office of the secretary of state a statement of the change as required by this chapter; or

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      (6) The corporation has failed to file in the office of the secretary of state any

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amendment to its articles of incorporation or any articles of merger within the time prescribed by

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this chapter; or

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      (7) A misrepresentation has been made of any material matter in any application, report,

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affidavit, or other document submitted by the corporation pursuant to this chapter.

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      (b) No articles of incorporation of a corporation may be revoked by the secretary of state

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unless:

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      (1) The secretary of state gives the corporation not less than sixty (60) one hundred

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twenty (120) days notice thereof by certified mail, return receipt requested and regular mail

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addressed to both the registered agent and the registered office of the corporation in this state on

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file with the secretary of state's office; provided, however, that if a prior mailing addressed to the

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registered agent or office of the corporation in this state currently on file with the secretary of

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state's office has been returned to the secretary of state as undeliverable by the United States

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Postal Service for any reason, or if the revocation notice is returned as undeliverable to the

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secretary of state's office by the United States Postal Service for any reason, the secretary of state

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gives notice as follows:

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      (i) To the corporation at its principal office of record and the office of its registered agent

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as shown in its most recent annual report, and no further notice is required; or

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      (ii) In the case of a domestic corporation which has not yet filed an annual report, then to

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any one of the incorporators listed on the articles of incorporation, and no further notice is

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required; and

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      (2) The corporation fails prior to revocation to file the annual report or pay the fees, or

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file the required statement of change of registered agent or registered office, or file the articles of

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amendment or articles of merger, or correct the misrepresentation.

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     SECTION 2. Section 7-6-56 of the General Laws in Chapter 7-6 entitled "Rhode Island

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Nonprofit Corporation Act" is hereby amended to read as follows:

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     7-6-56. Revocation of certificate of incorporation. -- (a) The certificate of

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incorporation of a corporation may be revoked by the secretary of state upon the conditions

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prescribed in this section when it is established that:

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      (1) The corporation procured its articles of incorporation through fraud;

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      (2) The corporation has continued to exceed or abuse the authority conferred upon it by

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law;

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      (3) The corporation has failed to file its annual report within the time required by this

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chapter, or has failed to pay any fees, when they have become due and payable;

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      (4) The corporation has failed for 30 days to appoint and maintain a registered agent in

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this state as required by this chapter;

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      (5) The corporation has failed, after change of its registered office or registered agent, to

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file in the office of the secretary of state a statement of the change as required by this chapter;

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      (6) The corporation has failed to file in the office of the secretary of state any

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amendment to its articles of incorporation or any articles of merger within the time prescribed by

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this chapter; or

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      (7) A misrepresentation has been made of any material matter in any application, report,

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affidavit, or other document submitted by the corporation pursuant to this chapter.

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      (b) No certificate of incorporation of a corporation shall be revoked by the secretary of

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state unless:

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      (1) The secretary of state shall have given the corporation not less than sixty (60) one

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hundred twenty days notice thereof by certified mail, return receipt requested and regular mail

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addressed to both the registered agent and the registered office of the corporation in this state on

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file with the secretary of state's office; provided, however, that if a prior mailing addressed to the

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registered agent or office of the corporation in this state currently on file with the secretary of

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state's office has been returned to the secretary of state as undeliverable by the United States

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Postal Service for any reason, or if the revocation notice is returned as undeliverable to the

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secretary of state's office by the United States Postal Service for any reason, the secretary of state

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shall give notice as follows:

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      (i) To the corporation at its principal office of record and the office of its registered agent

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as shown in its most recent annual report, and no further notice shall be required; or

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      (ii) In the case of a domestic corporation which has not yet filed an annual report, then to

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any one of the incorporators listed on the articles of incorporation, and no further notice shall be

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required; and

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      (2) The corporation fails prior to revocation to file the annual report or pay the fees, or

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file the required statement of change of registered agent or registered office, or file the articles of

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amendment or articles of merger, or correct the misrepresentation.

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     SECTION 3. Section 7-16-41 of the General Laws in Chapter 7-16 entitled "The Rhode

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

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     7-16-41. Revocation of certificate of organization or certificate of registration. -- (a)

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The certificate of organization or certificate of registration of a limited liability company may be

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revoked by the secretary of state on the conditions prescribed in this section when it is established

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that:

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      (1) The limited liability company procured its articles of organization through fraud;

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      (2) The limited liability company has continued to exceed or abuse the authority

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conferred upon it by law;

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      (3) The limited liability company has failed to file its annual report within the time

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required by this chapter, or has failed to pay any fees or taxes due this state, when they have

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become due and payable;

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      (4) The limited liability company has failed for thirty (30) days to appoint and maintain a

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resident agent in this state as required by this chapter;

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      (5) The limited liability company has failed, after change of its resident agent, to file in

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the office of the secretary of state a statement of the change as required by this chapter;

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      (6) The limited liability company has failed to file in the office of the secretary of state

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any amendment to its articles of organization or certificate of registration or any articles of

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dissolution, cancellation of registration, merger or consolidation as prescribed by this chapter; or

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      (7) A misrepresentation has been made of any material matter in any application, report,

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affidavit, or other document submitted by the limited liability company pursuant to this chapter.

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      (b) No certificate of organization or certificate of registration of a limited liability

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company shall be revoked by the secretary of state unless:

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      (1) The secretary of state shall have given the limited liability company not less than

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sixty (60) one hundred twenty (120) days notice thereof by certified mail, return receipt requested

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and regular mail addressed to the resident agent in this state on file with the secretary of state's

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office; provided, however, that if a prior mailing addressed to the address of the resident agent of

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the limited liability company in this state currently on file with the secretary of state's office has

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been returned to the secretary of state as undeliverable by the United States Postal Service for any

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reason, or if the revocation notice is returned as undeliverable to the secretary of state's office by

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the United States Postal Service for any reason, the secretary of state shall give notice as follows:

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      (i) To the limited liability company, domestic or foreign, at its principal office of record

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and the office of its registered agent as shown in its most recent annual report, and no further

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notice shall be required; or

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      (ii) In the case of a limited liability company which has not yet filed an annual report,

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then to the domestic limited liability company at the principal office in the articles of organization

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or to the authorized person listed on the articles of organization, or to the foreign limited liability

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company at the office required to be maintained by the limited liability company in its state of

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organization, and no further notice shall be required; and

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      (2) The limited liability company fails prior to revocation to file the annual report, pay

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the fees or taxes, file the required statement of change of resident agent, file the articles of

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amendment or amendment to its registration or articles of dissolution, cancellation of registration,

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merger or consolidation, or correct the misrepresentation.

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     SECTION 4. This act shall take effect upon passage.

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LC00837

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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

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     This act would increase the notification period for revocations before the secretary of

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state may revoke an entity, and would also require that any revocation notice be sent by certified

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mail, return receipt requested and regular mail to both the registered agent and registered office of

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the entity.

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     This act would take effect upon passage.

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LC00837

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