Title 7
Corporations, Associations, and Partnerships

Chapter 16
The Rhode Island Limited Liability Company Act

§ 7-16-54. Transaction of business by foreign limited liability company without registration.

(a) A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.

(b) The failure of a foreign limited liability company to register in this state does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit or proceeding in any court of this state.

(c) A foreign limited liability company, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process as to claims for relief or causes of action arising out of the transaction of business in this state.

(d) A member of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely by reason of the company’s having transacted business in this state without a valid certificate of registration.

(e) Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company is not considered to be transacting business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:

(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting its settlement or the settlement of claims or disputes;

(2) Holding meetings of its members or carrying on any other activities concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company’s own securities or maintaining trustees or depositories with respect to those securities;

(5) Effecting sales through independent contractors;

(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts;

(7) Creating as borrower or lender or acquiring evidences of debt, mortgages, security interests or liens on real or personal property;

(8) Securing or collecting debts or enforcing any rights in property securing the debts;

(9) Transacting any business in interstate commerce;

(10) Conducting an isolated transaction completed within a period of thirty (30) days and not in the course of a number of repeated transactions of like nature;

(11) Acting as a general partner of a limited partnership that has filed a certificate of limited-partnership as provided in § 7-13-8 or has registered with the secretary of state as provided in § 7-13-49; and

(12) Acting as a member of a limited liability company or of a foreign limited liability company that has registered with the secretary of state as provided in § 7-16-49.