Chapter 052
2011 -- H 5778 SUBSTITUTE A
Enacted 06/08/11
A N A C T
RELATING TO
CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - FEES
Introduced By: Representatives Marcello, and Carnevale
Date Introduced: March 03, 2011
It is enacted by the
General Assembly as follows:
SECTION 1. Section 7-16-65 of the General Laws in Chapter
7-16 entitled "The Rhode
Island Limited Liability
Company Act" is hereby amended to read as follows:
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;
(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; and
(17) For filing a
certificate of cancellation of a foreign limited liability
company, a fee of
$75.00.
(18) At the time of any
service of process upon the secretary of state as a resident agent
of a limited liability company, fifteen dollars
($15.00), which amount may be recovered as a
taxable costs by the party to the suit or action making the
service if the party prevails in the suit or
action.
(19) For filing any
other statement or report, except an annual report, of a domestic or
foreign limited liability company, a fee of ten dollars
($10.00).
(20) For filing a
certificate of conversion to a
dollars ($50.00).
SECTION 2. Section 7-1.2-1602 of the General Laws in Chapter
7-1.2 entitled "Rhode
Island Business Corporation
Act" is hereby amended to read as follows:
7-1.2-1602. Fees
and charges payable to the secretary of state upon filing, certifying
or copying of papers. -- (a) 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 statement of change of
registered agent and registered office or filing a
statement of change of registered agent, twenty dollars
($20.00).
(ii) Filing a statement
of change of registered office only, without fee.
(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, fifty dollars
($50.00).
(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) Registered name
application, fifty dollars ($50.00).
(21) Certificate of
good standing/letter of status, twenty dollars ($20.00).
(22) Certificate of
fact, thirty dollars ($30.00).
(23) Any other
statement or report, except an annual report, of a domestic or foreign
corporation, ten dollars ($10.00).
(24) A certificate of
conversion to a
(b) The secretary of
state shall charge and collect:
(1) To withdraw the
certificate of revocation or a corporation, whether domestic or
foreign, a penalty in the amount of fifty dollars ($50.00)
for each year or part of a year that has
elapsed since the issuance of the certificate of revocation.
(2) For furnishing a
certified copy of any document, instrument, or paper relating to a
corporation, fifteen cents ($.15) per page and ten dollars
($10.00) for the certificate and affixing
the seal to it.
(3) At the time of any
service of process on him or her as resident agent of a corporation,
fifteen dollars ($15.00), which amount may be recovered as
taxable costs by the party to the suit
or action making the service if the party prevails in
the suit or action.
(c) (1) The secretary of state shall charge and collect from each
domestic corporation
license fees, based on the number of shares which it has
authority to issue or the increase in the
number of shares which it has authority to issue, at the
time of:
(i)
Filing articles of incorporation;
(ii) Filing articles of
amendment increasing the number of authorized shares; and
(iii) Filing articles
of merger increasing the number of authorized shares which the
surviving or new corporation, if a domestic corporation, has
the authority to issue above the
aggregate number of shares which the constituent domestic
corporations and constituent foreign
corporations authorized to transact business in this state had
authority to issue.
(2) The license fees
charged to a domestic corporation are as follows:
(i)
One hundred sixty dollars ($160) for less than seventy-five million
(75,000,000)
authorized shares and
(ii) One-fifth (1/5)
cent per share of each authorized share for seventy-five million
(75,000,000) shares or greater.
(3) The above license
fee calculations also apply when a corporation files an amendment
or merger showing an increase in authorized shares.
(d) (1) The secretary of state shall charge and collect from each
foreign corporation
license fees at the time of:
(i)
Filing an application for a certificate of authority to transact business in
this state;
(ii) Filing articles of
amendment which increased the number of authorized shares; and
(iii) Filing articles
of merger which increased the number of authorized shares which the
surviving or new corporation, if a foreign corporation, has
authority to issue above the aggregate
number of shares which the constituent domestic corporations
and constituent foreign
corporations authorized to transact business in this state had
authority to issue.
(2) The license fees
charged to a foreign corporation are as follows:
(i)
One hundred sixty dollars ($160) for less than seventy-five million
(75,000,000)
authorized shares represented in the State of
(ii) One-fifth (1/5)
cent per share of each authorized share for 75,000,000 shares or
greater.
(3) The above license
fee calculations also apply when a corporation files an amendment
or merger showing an increase in authorized shares.
(4) The number of
authorized shares represented in this state is that proportion of its total
authorized shares which the sum of the value of its property
located in this state and the gross
amount of business transacted by it at or from places of
business in this state bears to the sum of
the value of all of its property, wherever located, and
the gross amount of its business, wherever
transacted. The proportion is determined from information
contained in the application for a
certificate of authority to transact business in this state or in
the application for an amended
certificate of authority to transact business in this state.
SECTION 3. This act shall take effect upon passage.
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LC01502/SUB A
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