2015 -- H 6039 SUBSTITUTE A

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2015

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS

     Introduced By: Representative Teresa A. Tanzi

     Date Introduced: April 03, 2015

     Referred To: House Corporations

     (Secretary of State)

It is enacted by the General Assembly as follows:

     SECTION 1. Section 7-5.3-13 of the General Laws in Chapter 7-5.3 entitled "Benefit

Corporations" is hereby amended to read as follows:

     7-5.3-13. Availability of annual benefit report. -- (a) A benefit corporation shall send

its annual benefit report to each shareholder on the earlier of:

      (1) One within one hundred twenty (120) days following the end of the fiscal year of the

benefit corporation; or except, that the first report shall be recorded the year following the

calendar year in which its articles of incorporation or its certificate of authority was issued by the

secretary of state.

      (2) The same time that the benefit corporation delivers any other annual report to its

shareholders.

      (b) A benefit corporation shall post all of its benefit reports on the public portion of its

Internet website, if any, but the compensation paid to directors and financial or proprietary

information included in the benefit reports may be omitted from the benefit reports as posted.

      (c) If a benefit corporation does not have an Internet website, the benefit corporation

shall provide a copy of its most recent benefit report, without charge, to any person that requests a

copy, but the compensation paid to directors and financial or proprietary information included in

the benefit report may be omitted from the copy of the benefit report provided.

      (d) Concurrently with the delivery of the benefit report to shareholders under subsection

(c), the benefit corporation shall deliver an annual report as specified in § 7-1.2-1501 together

with a copy of the benefit report specified in § 7-5.3-12 to the secretary of state for filing,. but the

The compensation paid to directors and financial or proprietary information included in the

benefit report may be omitted from the benefit report as delivered to the secretary of state. The

secretary of state shall charge a fee of ten dollars ($10.00) sixty dollars ($60.00) for filing a

benefit report the combined reports. Benefit corporations will not be subject to the annual report

filing period outlined in § 7-1.2-1501(c).

     (e) If the secretary of state finds that the annual report conforms to the requirements of

this section, the secretary of state shall file the report. If the secretary of state finds that it does not

conform, the secretary of state shall promptly return the report to the corporation for any

necessary corrections, in which event the penalties subsequently prescribed for failure to file the

report within the time previously provided do not apply if the report is corrected to conform to the

requirements of this section and returned to the secretary of state within thirty (30) days from the

date on which it was mailed to the corporation by the secretary of state.

     (f) Each corporation, domestic or foreign, that fails or refuses to file its annually report

for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty

of twenty-five dollars ($25.00) per year.

     SECTION 2. This act shall take effect upon passage.

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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 require that a benefit corporation send its annual report to shareholders

within one hundred twenty (120) days after the fiscal year ends; and would require that the first

such report be recorded the year following the calendar year in which its articles of incorporation

or certificate of authority was issued. The act also directs the secretary of state’s office to return

annual reports to the corporation for correction, if necessary.

     This act would take effect upon passage.

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