A N A C T
RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Introduced By: Senators Roney
It is enacted by the General Assembly as follows:
SECTION 1. Sections 7-1.1-87, 7-1.1-88, 7-1.1-114, 7-1.1-115 and 7-1.1-121 of the General Laws in Chapter 7-1.1 entitled "Business Corporations" are hereby amended to read as follows:
7-1.1-87. Revocation of certificate of incorporation -- (a) The certificate of incorporation of a corporation may be revoked by the secretary of state upon the conditions prescribed in this section when it is established that:
(1) The corporation procured its articles of incorporation through fraud; or
(2) The corporation has continued to exceed or abuse the authority conferred upon it by law; or
(3) The corporation has failed to file its annual report within the time required by this chapter, or has failed to pay any fees, when they have become due and payable; or
(4) The corporation has failed for thirty (30) days to appoint and maintain a registered agent in this state as required by this chapter; or
(5) The corporation has failed, after change of its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter; or
(6) The corporation has failed to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or
(7) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.
(b) No certificate of incorporation of a corporation shall be revoked by the secretary of state unless:
(1) He or she has given the corporation not less than sixty (60) days notice of the revocation by mail addressed to its registered office in this state; and
The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered office of the corporation in this state on file with the secretary of state's office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state's office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of state's office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) to the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) in the case of a domestic corporation which has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be required; and
(2) The corporation fails prior to revocation to file the annual report or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation.
7-1.1-88. Issuance of certificates of revocation -- (a) Upon revoking any certificate of incorporation, the secretary of state shall:
(1) Issue a certificate of revocation in duplicate;
(2) File one certificate in his or her office; and
(3) Mail to the corporation at its registered office in this state a notice of the revocation accompanied by one of the certificates.
Send to the corporation by regular mail, a certificate of revocation, addressed to the registered office of the corporation in this state on file with the secretary of state's office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state's office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state's office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) to the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) in the case of a domestic corporation which has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be required.
(b) Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this state ceases.
7-1.1-114. Revocation of certificate of authority -- (a) The certificate of authority of a foreign corporation to transact business in this state may be revoked by the secretary of state under the conditions prescribed in this section when:
(1) The corporation fails to file its annual report within the time required by this chapter, or fails to pay any fees, when they become due and payable; or
(2) The corporation fails to appoint and maintain a registered agent in this state as required by this chapter; or
(3) The corporation fails, after changing its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter; or
(4) The corporation fails to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or
(5) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.
(b) No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless:
(1) He or she has given the corporation not less than sixty (60) days notice of the revocation by mail addressed to its registered office in this state; and
The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered office of the corporation in this state on file with the secretary of state's office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state's office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of state's office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) to the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) in the case of a foreign corporation which has not yet filed an annual report, then to the corporation at its principle office shown in its application for certificate of authority, and no further notice shall be required; and
(2) The corporation fails prior to revocation to file the annual report, or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation.
7-1.1-115. Issuance of certificate of revocation -- (a) Upon revoking any certificate of authority, the secretary of state shall:
(1) Issue a certificate of revocation in duplicate.
(2) File one of the certificates in his or her office.
(3) Mail to the corporation at its registered office in this state a notice of the revocation accompanied by one of the certificates.
Send to the corporation by regular mail, a certificate of revocation, addressed to the registered office of the corporation in this state on file with the secretary of state's office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state's office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state's office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) to the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) in the case of a foreign corporation that has not yet filed an annual report then to the corporation at its principal office shown in its application for certificate of authority, and no further notice shall be required.
(b) Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this state ceases.
7-1.1-121. Fees for filing documents and issuing certificates -- The secretary of state shall charge and collect for filing:
(1) Articles of incorporation and issuing a certificate of incorporation, seventy dollars ($70.00).
(2) Articles of amendment and issuing a certificate of amendment, fifty dollars ($50.00).
(3) Restated articles of incorporation, seventy dollars ($70.00).
(4) Articles of merger or consolidation and issuing a certificate of merger or consolidation, one hundred dollars ($100).
(5) An application to reserve a corporate name, fifty dollars ($50.00).
(6) A notice of transfer of a reserved corporate name, fifty dollars ($50.00).
(7) (i) Filing a A statement of change of address of registered office or change of registered agent, or both, twenty dollars ($20.00). registered agent and registered office or filing a statement of change of registered agent, twenty dollars ($20.00).
(ii) Filing a A statement of change of address of registered office only, without fee. where the statement effects a change of address of registered office of five hundred (500) or more corporations, ten thousand dollars ($10,000).
(8) A statement of the establishment of a series of shares, ten dollars ($10.00).
(9) A statement of cancellation of shares, ten dollars ($10.00).
(10) A statement of reduction of stated capital, ten dollars ($10.00).
(11) A statement of intent to dissolve, without fee.
(12) A statement of revocation of voluntary dissolution proceedings, ten dollars ($10.00).
(13) Articles of dissolution, fifty dollars ($50.00).
(14) An application of a foreign corporation for a certificate of authority to transact business in this state and issuing a certificate of authority, one hundred fifty dollars ($150).
(15) An application of a foreign corporation for an amended certificate of authority to transact business in this state and issuing an amended certificate of authority, seventy-five dollars ($75.00).
(16) A copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to transact business in this state, fifty dollars ($50.00).
(17) A copy of articles of merger of a foreign corporation holding a certificate of authority to transact business in this state, one hundred fifty dollars ($150).
(18) An application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, fifty dollars ($50.00).
(19) An annual report, fifty dollars ($50.00).
(20) Any other statement or report, except an annual report, of a domestic or foreign corporation, ten dollars ($10.00).
SECTION 2. Sections 7-6-56, 7-6-57, 7-6-85, 7-6-86 and 7-6-92 of the General Laws in Chapter 7-6 entitled "Rhode Island Nonprofit Corporation Act" are hereby amended to read as follows:
7-6-56. Revocation of certificate of incorporation -- (a) The certificate of incorporation of a corporation may be revoked by the secretary of state upon the conditions prescribed in this section when it is established that:
(1) The corporation procured its articles of incorporation through fraud;
(2) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(3) The corporation has failed to file its annual report within the time required by this chapter, or has failed to pay any fees, when they have become due and payable;
(4) The corporation has failed for 30 days to appoint and maintain a registered agent in this state as required by this chapter;
(5) The corporation has failed, after change of its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;
(6) The corporation has failed to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or
(7) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.
(b) No certificate of incorporation of a corporation shall be revoked by the secretary of state unless:
(1) The secretary of state has given the corporation not less than 60-days' notice of the revocation by mail addressed to its registered office in this state; and
The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered office of the corporation in this state on file with the secretary of state's office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state's office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of state's office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) to the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) in the case of a domestic corporation which has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be required; and
(2) The corporation fails prior to revocation to file the annual report or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation.
7-6-57. Issuance of certificate of revocation -- (a) Upon revoking any certificate of incorporation, the secretary of state shall:
(1) Issue a certificate of revocation in duplicate;
(2) File one of the certificates in the secretary of state's office;
(3) Mail to the corporation at its registered office in this state a notice of the revocation accompanied by one of the certificates.
Send to the corporation by regular mail, a certificate of revocation, addressed to the registered office of the corporation in this state on file with the secretary of state's office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state's office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the certificate of revocation is returned as undeliverable to the secretary of state's office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) to the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) in the case of a domestic corporation which has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be required.
(b) Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this state ceases.
7-6-85. Revocation of certificate of authority -- (a) The certificate of authority of a foreign corporation to conduct affairs in this state may be revoked by the secretary of state upon the conditions prescribed in this section when:
(1) The corporation has failed to file its annual report within the time required by this chapter or has failed to pay any fees or penalties prescribed by this chapter when they have become due and payable;
(2) The corporation has failed for 30 days to appoint and maintain a registered agent in this state as required by this chapter;
(3) The corporation has failed, after change of its registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;
(4) The corporation has failed to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter;
(5) The certificate of authority of the corporation was procured through fraud practiced upon the state;
(6) The corporation has continued to exceed or abuse the authority conferred upon it by this chapter; or
(7) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.
(b) No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless:
(1) He or she has given the corporation not less than 60-days' notice of the revocation by mail addressed to its registered office in this state; and
The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered office of the corporation in this state on file with the secretary of state's office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state's office has been returned to the secretary of state as on file with the secretary of state's office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of state's office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) to the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) in the case of a foreign corporation which has not yet filed an annual report, then to the corporation at its principle office shown in its application for certificate of authority, and no further notice shall be required; and
(2) The corporation fails prior to revocation to file the annual report, pay the fees or penalties, file the required statement of change of registered agent, file the articles of amendment or articles of merger, or correct the misrepresentation.
7-6-86. Issuance of certificate of revocation -- (a) Upon revoking any certificate of authority, the secretary of state shall:
(1) Issue a certificate of revocation in duplicate.
(2) File one of the certificates in the secretary of state's office.
(3) Mail to the corporation at its registered office in this state a notice of the revocation accompanied by one of the certificates.
Send to the corporation by regular mail, a certificate of revocation, addressed to the registered office of the corporation in this state on file with the secretary of state's office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state's office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state's office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) to the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) in the case of a foreign corporation that has not yet filed an annual report then to the corporation at its principal office shown in its application for certificate of authority, and no further notice shall be required.
(b) Upon the issuance of the certificate of revocation, the authority of the corporation to conduct affairs in this state ceases.
7-6-92. Fees for filing documents and issuing certificates -- The secretary of state shall charge and collect for:
(1) Filing articles of incorporation and issuing a certificate of incorporation, thirty-five dollars ($35.00).
(2) Filing articles of amendment and issuing a certificate of amendment, ten dollars ($10.00).
(3) Filing restated articles of incorporation and issuing restated certificate of incorporation, ten dollars ($10.00).
(4) Filing articles of merger or consolidation and issuing a certificate of merger or consolidation, twenty-five dollars ($25.00).
(5) Filing a statement of change of address of registered office or change of registered agent, or both, ten dollars ($10.00).
(a) Filing a statement of change of registered agent and registered office or filing a statement of change of registered agent, ten dollars ($10.00).
(b) Filing a statement of change of registered office only, without fee.
(6) Filing articles of dissolution, ten dollars ($10.00).
(7) Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority, fifty dollars ($50.00).
(8) Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority, twenty-five dollars ($25.00).
(9) Filing a copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to conduct affairs in this state, twenty-five dollars ($25.00).
(10) Filing a copy of articles of merger of a foreign corporation holding a certificate of authority to conduct affairs in this state, twenty-five dollars ($25.00).
(11) Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, ten dollars ($10.00).
(12) Filing any other statement or report, including an annual report, of a domestic or foreign corporation, twenty dollars ($20.00).
SECTION 3. Section 7-13-54.1 of the General Laws in Chapter 7-13 entitled "Limited Partnerships" is hereby amended to read as follows:
7-13-54.1. Fees for filing documents and issuing certificates -- The secretary of state shall charge and collect for:
(1) Filing a certificate of limited partnership, one hundred dollars ($100).
(2) Filing a certificate of amendment to a certificate of limited partnership, fifty dollars ($50.00).
(3) Filing a certificate of cancellation of a certificate of limited partnership, ten dollars ($10.00).
(4) Filing an application to reserve a limited partnership name, fifty dollars ($50.00) and for renewal, seventy-five dollars ($75.00).
(5) Filing a notice of transfer of a reserved limited partnership name, fifty dollars ($50.00).
(6) Filing a statement of change of address of specified office or change of specified agent, twenty dollars ($20.00).
(a) Filing a statement of change of address of specified office or change of specified agent, twenty dollars ($20.00).
(b) Filing a statement of change of address only for a specified agent, without fee.
(7) Filing an application of a foreign limited partnership to register as a foreign limited partnership, one hundred dollars ($100).
(8) Filing a certificate of correction of a registration as a foreign limited partnership, ten dollars ($10.00).
(9) Filing a certificate of cancellation of registration as a foreign limited partnership, twenty-five dollars ($25.00).
(10) Filing any other document, statement or report of a domestic or foreign limited partnership, fifty dollars ($50.00).
(11) Filing a certificate of amendment of a foreign limited partnership, fifty dollars ($50.00).
SECTION 4. Sections 7-16-41, 7-16-42 and 7-16-65 of the General Laws in Chapter 7-16 entitled "The Rhode Island Limited Liability Company Act" are hereby amended to read as follows:
7-16-41. Revocation of certificate of organization -- (a) The certificate of organization of a limited liability company may be revoked by the secretary of state on the conditions prescribed in this section when it is established that:
(1) The limited liability company procured its articles of organization through fraud;
(2) The limited liability company has continued to exceed or abuse the authority conferred upon it by law;
(3) The limited liability company has failed to file its annual report within the time required by this chapter, or has failed to pay any fees or taxes due this state, when they have become due and payable;
(4) The limited liability company has failed for thirty (30) days to appoint and maintain a resident agent in this state as required by this chapter;
(5) The limited liability company has failed, after change of its resident agent, to file in the office of the secretary of state a statement of the change as required by this chapter;
(6) The limited liability company has failed to file in the office of the secretary of state any amendment to its articles of organization or any articles of dissolution, merger or consolidation as prescribed by this chapter; or
(7) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the limited liability company pursuant to this chapter.
(b) No certificate of organization of a limited liability company shall be revoked by the secretary of state unless:
(1) The secretary of state has given the limited liability company not less than sixty (60) days notice of the revocation by mail addressed to the resident agent in this state; and
The secretary of state shall have given the limited liability company not less than sixty (60) days notice thereof by regular mail addressed to the resident agent in this state on file with the secretary of state's office; provided, however, that if a prior mailing addressed to the address of the resident agent of the limited liability company in this state currently on file with the secretary of state's office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of state's office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) to the limited liability company, domestic or foreign, at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) in the case of a limited liability company which has not yet filed an annual report, then to the domestic limited liability company at the principal office in the articles of organization or to the foreign limited liability company at the office required to be maintained by the limited liability company in its state of organization, and no further notice shall be required; and
(2) The limited liability company fails prior to revocation to file the annual report, pay the fees or taxes, file the required statement of change of resident agent, file the articles of amendment or articles of dissolution, merger or consolidation, or correct the misrepresentation.
7-16-42. Issuance of certificates of revocation -- (a) Upon revoking any such certificate of organization of the limited liability company, the secretary of state shall:
(1) Issue a certificate of revocation in duplicate;
(2) File one of the certificate in the secretary of state's office;
(3) Mail to the resident agent of the limited liability company a notice of the revocation accompanied by one of the certificates.
Send to the limited liability company by regular mail, a certificate of revocation, addressed to the resident agent of the limited liability company in this state on file with the secretary of state's office; provided, however, that if a prior mailing addressed to the address of the resident agent of the limited liability company in this state currently on file with the secretary of state's office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state's office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i) to the limited liability company, domestic or foreign, at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii) in the case of a limited liability company which has not yet filed an annual report, then to the domestic limited liability company at the principal office in the articles of organization or to the foreign limited liability company at the office required to be maintained by the limited liability company in its state of organization, and no further notice shall be required.
(b) Upon the issuance of the certificate of revocation, the authority of the limited liability company to transact business in this state ceases.
7-16-65. Filing, service, and copying fees -- The secretary of state shall charge and collect:
(1) For filing the original articles of organization, a fee of $150.00;
(2) For amending, restating or amending and restating the articles of organization, a fee of $50.00, provided that a fee of ten dollars ($10.00) is payable if the amendment is solely to indicate a change in managers pursuant to section 7-16-12(a)(2);
(3) For filing articles of merger or consolidation and issuing a certificate, a fee of $100.00;
(4) For filing articles of dissolution, a fee of $50.00;
(5) For issuing a certificate for any other purpose, a fee of $15.00;
(6) For furnishing a certified copy of any document, instrument or paper relating to a domestic or foreign limited liability company, a fee of $.50 per page and $5.00 for the certificate and affirming the seal to it;
(7) For accepting an application for reservation of a name, or for filing a notice of the transfer or cancellation of any name reservation, a fee of $50.00;
(8) For filing a fictitious business name statement or abandonment of use of a fictitious business name, a fee of $50.00;
(9) (a) For filing a statement of change of resident agent or and address of registered agent, or both, a fee of $20.00;
(b) For filing a statement of change of address only for a resident agent, no fee;
(10) For any service of notice, demand or process on the registered agent of a foreign or domestic limited liability company, a fee of $15.00, which amount may be recovered as taxable costs by the party to be sued, action or proceeding causing the service to be made if the party prevails in the suit;
(11) For filing an annual report, a fee of $50.00;
(12) For filing a certificate of correction, a fee of $50.00;
(13) For filing an application for registration as a foreign limited liability company, a fee of $150.00;
(14) For filing a certificate of amendment to the registration of a foreign limited liability company, a fee of $50.00, provided that a fee of ten dollars ($10.00) shall be payable if the amendment is solely to indicate a change in managers pursuant to section 7-16-52; and
(15) For filing a certificate of cancellation of a foreign limited liability company, a fee of $75.00.
SECTION 5. This act shall take effect upon passage.