2018 -- S 2320

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LC004336

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2018

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- THE RHODE

ISLAND LIMITED LIABILITY COMPANY ACT

     

     Introduced By: Senators Euer, Pearson, Goldin, Jabour, and Nesselbush

     Date Introduced: February 15, 2018

     Referred To: Senate Commerce

     (Secretary of State)

It is enacted by the General Assembly as follows:

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     SECTION 1. Section 7-16-8 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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     7-16-8. Filing. [Effective until July 1, 2020.].

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     (a) The secretary of state may not accept for filing any document under this chapter that

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does not conform with law.

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     (b) The secretary of state may not accept for filing any organizational document,

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qualification, registration, change of resident agent report, service of process, notice, or other

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document until all required filing and other fees have been paid to the secretary of state.

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     (c) The secretary of state may not accept for filing any article of dissolution, cancellation

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of registration, article of merger, unless the surviving entity is a domestic entity of record with the

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office of the secretary of state, or the reinstatement of a limited liability company's certificate of

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organization or registration until all required filing and other fees have been paid to the secretary

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of state and all fees and taxes have been paid, as evidenced by an appropriate certificate of good

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standing issued by the Rhode Island division of taxation.

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     (d) The secretary of state may not accept for filing a certificate of conversion to a non-

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Rhode Island entity until all required filing and other fees have been paid to the secretary of state

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and all fees and taxes have been paid, as evidenced by an appropriate certificate of good standing

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issued by the Rhode Island division of taxation.

 

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     (e) When the secretary of state accepts the articles of organization or a certificate of

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registration or any other document filed under this chapter, the secretary of state shall:

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     (1) Endorse on the document the date and time of its acceptance for filing;

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     (2) Promptly file the document; and

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     (3) Issue a certificate or other evidence that establishes:

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     (i) That the document was accepted for filing by the secretary of state; and

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     (ii) The date and time of the acceptance for filing.

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     (f) The document becomes effective upon the issuance of the certificate or other evidence

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or at any later date that is set forth within the document, not more than thirty (30) ninety (90) days

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after the filing of such document.

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     7-16-8. Filing. [Effective July 1, 2020.].

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     (a) The secretary of state may not accept for filing any document under this chapter that

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does not conform with law.

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     (b) The secretary of state may not accept for filing any organizational document,

15

qualification, registration, change of resident agent report, service of process, notice, or other

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document until all required filing and other fees have been paid to the secretary of state.

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     (c) The secretary of state may not accept for filing any article of dissolution, cancellation

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of registration, or article of merger until all required filing and other fees have been paid to the

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secretary of state and all fees and taxes have been paid.

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     (d) The secretary of state may not accept for filing the reinstatement of a limited-liability

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company's certificate of organization or registration until all required filing and other fees have

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been paid to the secretary of state and all fees and taxes have been paid, as evidenced by an

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appropriate certificate of good standing issued by the division of taxation.

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     (e) The secretary of state may not accept for filing a certificate of conversion to a non-

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Rhode Island entity until all required filing and other fees have been paid to the secretary of state

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and all fees and taxes have been paid.

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     (f) When the secretary of state accepts the articles of organization or a certificate of

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registration or any other document filed under this chapter, the secretary of state shall:

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     (1) Endorse on the document the date and time of its acceptance for filing;

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     (2) Promptly file the document; and

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     (3) Issue a certificate or other evidence that establishes:

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     (i) That the document was accepted for filing by the secretary of state; and

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     (ii) The date and time of the acceptance for filing.

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     (g) The document becomes effective upon the issuance of the certificate or other

 

LC004336 - Page 2 of 4

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evidence or at any later date that is set forth within the document, not more than thirty (30) ninety

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(90) days after the filing of such document.

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     SECTION 2. This act shall take effect on January 1, 2019.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- THE RHODE

ISLAND LIMITED LIABILITY COMPANY ACT

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     This act would provide that the alternate window for documents filed with the secretary

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of state to take effect is increased from up to thirty (30) days to up to ninety (90) days.

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     This act would take effect on January 1, 2019.

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LC004336

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