TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-1.2
Rhode Island Business Corporation Act

PART 7-1.2-1601
The Secretary of State and Fees

SECTION 7-1.2-1602


§ 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 non-Rhode Island entity, fifty dollars ($50.00).

(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 Rhode Island and

(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.

History of Section.
(P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2011, ch. 52, § 2; P.L. 2011, ch. 61, § 2.)