Chapter 072

2012 -- H 7067 SUBSTITUTE A

Enacted 05/14/12

 

A N A C T

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

          

     Introduced By: Representatives Petrarca, Ucci, Keable, and Corvese

     Date Introduced: January 11, 2012

 

It is enacted by the General Assembly as follows:

 

     SECTION 1. Sections 7-16-8, 7-16-41, 7-16-42, 7-16-43 and 7-16-50 of the General

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

amended to read as follows:

 

     7-16-8. Filing. -- (a) The secretary of state may not accept for filing any document under

this chapter which does not conform with law.

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

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

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

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

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

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

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

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

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

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

and all fees and franchise taxes have been paid.

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

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

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

      (2) Promptly file the document; and

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

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

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

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

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

after the filing of such document.

 

     7-16-41. Revocation of certificate of organization Revocation of certificate of

organization or certificate of registration. -- (a) The certificate of organization or certificate of

registration 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 certificate of registration or any articles of

dissolution, cancellation of registration, 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 or certificate of registration 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 amendment to its registration or articles of dissolution, cancellation of registration,

merger or consolidation, or correct the misrepresentation.

 

     7-16-42. Issuance of certificates of revocation. -- (a) Upon revoking any such certificate

of organization or certificate of registration 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.

 

     7-16-43. Withdrawal of certificate of revocation. -- (a) Within ten (10) years after

issuing a certificate of revocation as provided in section 7-16-42, the secretary of state may

withdraw the certificate of revocation and retroactively reinstate the limited liability company in

good standing as if its certificate of organization or certificate of registration had not been

revoked except as subsequently provided:

      (1) On the filing by the limited liability company of the documents it had previously

failed to file as set forth in subdivisions (3) -- (6) of section 7-16-41(a);

      (2) On the payment by the limited liability company of a penalty in the amount of fifty

dollars ($50.00) and an additional fifty dollars ($50.00) for each year or part of year that has

elapsed since the issuance of the certificate of revocation less the fifty dollars ($50.00) paid under

the immediately preceding clause; and

      (3) Upon the filing by the limited liability company of a certificate of good standing

from the Rhode Island division of taxation.

      (b) If, as permitted by the provisions of this chapter or chapters 1.2, 6, or 12, or 13 of this

title, another limited liability company, business or nonprofit corporation, registered limited

liability partnership or a limited partnership, or in each case domestic or foreign, authorized and

qualified to transact business in this state, bears or has filed a fictitious business name statement

as to or reserved or registered a name which is the same as, the name of the limited liability

company with respect to which the certificate of revocation is proposed to be withdrawn, then the

secretary of state shall condition the withdrawal of the certificate of revocation on the reinstated

limited liability company's amending its articles of organization or certificate of registration so as

to designate a name which is not the same as its former name.

 

     7-16-50. Issuance of registration of foreign limited liability company. -- If the

secretary of state accepts the application for filing under section 7-16-8, the secretary of state

shall issue a certificate of registration to the foreign limited liability company. Upon the issuance

of a certificate of registration by the secretary of state, the company is authorized to transact

business in this state, subject, however, to the right of this state to suspend or revoke the authority

as provided in this chapter.

 

     SECTION 2. Chapter 7-16 of the General Laws entitled "The Rhode Island Limited

Liability Company Act" is hereby amended by adding thereto the following section:

 

     7-16-52.1. Foreign application for transfer of authority. (a) A duly authorized

foreign limited liability company in the state of Rhode Island that converts into any other form of

foreign entity subject to the provisions of title 7 and the resulting entity is required to file for

authority to transact business in this state may apply for a transfer of authority in the office of the

secretary of state by filing:

     (1) An application of transfer of authority that has been executed and filed in accordance

with section 7-16-8;

     (2) An application for authority to transact business in the state of Rhode Island for the

resulting entity type; and

     (3) A certificate of legal existence or good standing issued by the proper officer of the

state or country under the laws of which the resulting entity has been formed.

     (b) The application for transfer of authority shall state:

     (1) The name of the limited liability company;

     (2) The type of other entity into which it has been converted; and

     (3) The jurisdiction whose laws govern its internal affairs.

     (c) Upon the effective time and date of the application for transfer of authority, the

authority of the limited liability company authorized to transact business under this chapter shall

be transferred without interruption to the other entity which shall thereafter hold such authority

subject to the provisions of the Rhode Island general laws which apply to that type of resulting

entity.

 

     SECTION 3. This act shall take effect upon passage.

     

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LC00456/SUB A

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