Chapter 108

2007 -- S 0832

Enacted 06/27/07

 

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - THE RHODE ISLAND LIMITED LIABILITY COMPANY ACT

          

     Introduced By: Senator William A. Walaska

     Date Introduced: March 07, 2007

     

It is enacted by the General Assembly as follows:

 

     SECTION 1. Sections 7-16-6, 7-16-12, 7-16-41, 7-16-42, 7-16-65 and 7-16-66 of the

General Laws in Chapter 7-16 entitled "The Rhode Island Limited Liability Company Act" are

hereby amended to read as follows:

 

     7-16-6. Articles of organization. -- (a) The articles of organization shall set forth:

      (1) The name of the limited liability company;

      (2) The name and address of its resident agent in this state;

      (3) A statement whether, under the articles of organization and any written operating

agreement made or intended to be made, the limited liability company is intended to be:

      (i) Treated as a partnership,

      (ii) As a corporation, or

      (iii) Disregarded as an entity separate from its member for purposes of federal income

taxation;

      (4) The address of the principal office of the limited liability company if it is determined

at the time of organization;

      (5) Any other provision, not inconsistent with law, which the members elect to set out in

the articles, including, but not limited to, any limitation of the purposes or duration for which the

limited liability company is formed, and any other provision which may be included in an

operating agreement;

      (6) A statement of whether the limited liability company is to be managed by its

members or by one or more managers, and if the limited liability company has managers at the

time of its formation, the name and address of each manager.

      (7) The name and address of the person authorized to sign and who does sign the articles

of organization.

     (b) It is not necessary to set out in the articles of organization any of the powers

enumerated in this chapter.

 

     7-16-12. Amendment and restatement of articles of organization. -- (a) The articles of

organization shall be amended when there is:

      (1) A There is a change in the name of the limited liability company; or

      (2) A change in the managers of the limited liability company set forth in the articles of

organization, a A company that did not previously have managers designates managers, or a

company that previously did have managers is to be managed by its members.

      (b) The articles of organization may be amended at any time and in any respect that is

desired, as long as the articles of organization, as amended, contain only those provisions as are

lawful under this chapter.

      (c) The articles of organization may be restated at any time. Any restatement may

include additional amendments.

 

     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 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 authorized person listed on 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) 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 authorized person listed on 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 of good standing/letter of status, a fee of twenty dollars

($20.00);

      (6) For issuing a certificate of fact, a fee of thirty dollars ($30.00);

      (7) For furnishing a certified copy of any document, instrument or paper relating to a

domestic or foreign limited liability company, a fee of fifteen cents ($.15) per page and ten

dollars ($10.00) for the certificate and affirming the seal to it;

      (8) 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;

      (9) For filing a fictitious business name statement or abandonment of use of a fictitious

business name, a fee of $50.00;

      (10) For filing a statement of change of resident agent and address of registered agent, a

fee of $20.00;

      (11) For filing a statement of change of address only for a resident agent, no fee;

      (12) 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;

      (13) For filing an annual report, a fee of $50.00;

      (14) For filing a certificate of correction, a fee of $50.00;

      (15) For filing an application for registration as a foreign limited liability company, a fee

of $150.00;

      (16) 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

      (17) For filing a certificate of cancellation of a foreign limited liability company, a fee of

$75.00.

 

     7-16-66. Annual report of domestic and foreign limited liability companies. -- (a)

Each domestic limited liability company and each foreign limited liability company authorized to

transact business in this state, shall file, between the first day of September and the first day of

November in each year following the calendar year in which its original articles of organization

or application for registration were filed with the secretary of state, an annual report setting forth:

      (1) The name and address of the principal office of the limited liability company;

      (2) The state or other jurisdiction under the laws of which it is formed;

      (3) The name and address of its resident agent;

      (4) The current mailing address of the limited liability company and the name or title of

a person to whom communications may be directed;

      (5) A brief statement of the character of the business in which the limited liability

company is actually engaged in this state;

      (6) Any additional information required by the secretary of state; and

      (7) If the limited liability company has managers, the name and address of each of its

managers.

      (b) The information in the annual report shall be given as of the date of the execution of

the report. It shall be executed by an authorized person of the domestic limited liability company

and by a person with authority to do so under the laws of the state or other jurisdiction of

organization of a foreign limited liability company. Proof to the satisfaction of the secretary of

state that prior to November 1st the report was deposited in the United States mail in a sealed

envelope, properly addressed, with postage prepaid, is deemed to be timely filed.

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

this chapter, 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 limited liability

company 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 chapter and returned to the secretary of state within thirty

(30) days from the date on which it was mailed to the limited liability company by the secretary

of state.

     (d) Each limited liability company, domestic or foreign, that fails or refuses to file its

annual 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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LC02403

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