House Bill #5984 (2021)

AN ACT RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- RHODE ISLAND BUSINESS CORPORATION ACT

Requires that annual reports of domestic and foreign business corporations, nonprofit corporations, and limited liability companies be filed with the secretary of state between February 1 and May 1 of each year.

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  • 2021 – H 5984
  • 2021 – H 5984 SUBSTITUTE A
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  • LC002128
  • LC002128/SUB A
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  • S TATE OF RHODE IS LAND
  • IN GENERAL ASSEMBLY
  • JANUARY SESSION, A.D. 2021
  • ____________
  • A N A C T
  • S T A T E O F R H O D E I S L A N D
  • IN GENERAL ASSEMBLY
  • JANUARY SESSION, A.D. 2021
  • ____________
  • A N A C T
  • RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS – RHODE
  • ISLAND BUSINESS CORPORATION ACT
  • ISLAND BUSINESS CORPORATION ACT
  • Introduced By: Representative Mary Ann Shallcross Smith
  • Date Introduced: February 26, 2021
  • Referred To: House Judiciary
  • (Secretary of State)
  • It is enacted by the GeneralAssembly as follows:
  • SECTION 1. Section 7-1.2-1501 of the General Laws in Chapter 7-1.2 entitled "Rhode Island Business Corporation Act"is hereby amended to read as follows:
  • It is enacted by the General Assembly as follows:
  • SECTION 1. Section 7-1.2-1501 of the General Laws in Chapter 7-1.2 entitled "Rhode Island Business Corporation Act" is hereby amended to read as follows:
  • 7-1.2-1501. Annual reports of domestic and foreign corporations.
  • (a)Eachdomestic corporation, andeachforeign corporation authorized totransactbusiness in this state, shall file, within the time prescribed by this chapter, an annualreport stating:
  • (a)Eachdomesticcorporation,andeachforeigncorporationauthorizedtotransactbusiness in this state, shall file, within the time prescribed by this chapter, an annual report stating:
  • (1) The name of the corporation and the state or country under the laws of which it is incorporated;
  • (2) A brief statement of the character of the business in which the corporation is actually engaged in this state;
  • (3) The names and respective addresses of the directors and officers of the corporation;
  • (4) A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, par value of shares, if any, and series, if any, within a class;
  • (5) A statementof the aggregate number of issued shares,itemized by classes,par value of shares, if any, and series, if any, within a class;
  • (5) A statement of the aggregate number of issued shares, itemized by classes, par value of shares, if any, and series, if any, within a class;
  • (6) Any additional information that is required by the secretary of state.
  • (b) The annual report must be made on forms prescribedand furnished by the secretaryof state, and the information contained therein must be given as of the date of the execution of the report. It must be executed on behalf of the corporation by its authorized representative, or, if the corporation is in the hands of a receiver or trustee, it must be executedon behalf of the corporation by the receiver or trustee.
  • (c)The annualreportof a domestic or foreign corporation mustbe delivered to thesecretary of state betweenJanuary 1 and March 1 February 1 and May 1 of eachyear, except that the first annual report of a domestic or foreign corporation must be filed between January 1 and March 1 February 1and May 1 of the year following the calendar year in which its articles of incorporation were filed with or its certificate of authority was issued by the secretary of state. Proof to the satisfaction of the secretaryof state that prior to March 1 May 1 the report was deposited in the United States mail in a sealedenvelope, properly addressed,with postage prepaid, is deemedto be a compliance with this requirement.
  • (d) If the secretaryof state finds thatthe annualreport conforms to the requirements of this chapter, the secretaryof state shall file the report. If the secretaryof state finds that it does not conform, the secretaryof state shallpromptly returnthe reportto the corporation for anynecessary corrections, in which eventthe penalties subsequently prescribed for failure to file the reportwithin the time previously provided do not apply if the report is correctedto conform to the requirements of this chapter andreturned to the secretaryof state within thirty (30) days from the date on which it was mailed to the corporation by the secretary of state.
  • (b) The annual report must be made on forms prescribed and furnished by the secretary of state, and the information contained therein must be given as of the date of the execution of the report. It must be executed on behalf of the corporation by its authorized representative, or, if the corporation is in the hands of a receiver or trustee, it must be executed on behalf of the corporation by the receiver or trustee.
  • (c)Theannualreportofadomesticorforeigncorporationmustbedeliveredtothesecretary of state between January 1 and March 1 February 1 and May 1 of each year, except that the first annual report of a domestic or foreign corporation must be filed between January 1 and March 1 February 1 and May 1 of the year following the calendar year in which its articles of incorporation were filed with or its certificate of authority was issued by the secretary of state. Proof to the satisfaction of the secretary of state that prior to March 1 May 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be a compliance with this requirement.
  • (d) 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 corporation 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 corporation by the secretary of state.
  • (e) Each corporation, 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. Sections 7-6-90 and 7-6-91 of the General Laws in Chapter 7-6 entitled "Rhode Island Nonprofit Corporation Act"are hereby amended to read as follows:
  • SECTION 2. Sections 7-6-90 and 7-6-91 of the General Laws in Chapter 7-6 entitled "Rhode Island Nonprofit Corporation Act" are hereby amended to read as follows:
  • 7-6-90. Annual report of domestic and foreign corporations.
  • (a) Eachdomestic corporation, and eachforeign corporation authorized to conduct affairs in this state,shall file, within the time prescribed by this chapter,an annual reportsetting forth the following information as of the date of the report:
  • (a) Each domestic corporation, and each foreign corporation authorized to conduct affairs in this state, shall file, within the time prescribed by this chapter, an annual report setting forth the following information as of the date of the report:
  • (1) The name of the corporation and the state or country under the laws of which it is incorporated;
  • (2) The address of the registered office of the corporation in this state and the name of its registered agent in this state at the address;
  • (3) The address of the principaloffice of the corporation;
  • (3) The address of the principal office of the corporation;
  • (4) A brief statement of the character of the affairs that the corporation is actually conducting, or, in the case of a foreign corporation, that the corporation is actually conducting in this state;
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  • (5) The names and respective addresses of the directors and officers of the corporation.
  • (b) The annual report shall be made on forms prescribed and furnished by the secretaryof state and the information contained in the report shall be given as of the date of the execution of the report. It shall be executedby the corporation by its president, a vice president, secretary,an assistantsecretary,treasurer,or authorized representative, or, if the corporation is in the hands of a receiver or trustee, it shallbe executed on behalf of the corporation by the receiver or trustee.
  • (b) The annual report shall be made on forms prescribed and furnished by the secretary of state and the information contained in the report shall be given as of the date of the execution of the report. It shall be executed by the corporation by its president, a vice president, secretary, an assistant secretary, treasurer, or authorized representative, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation by the receiver or trustee.
  • 7-6-91. Filing of annual report of domestic and foreign corporations.
  • (a)The annualreportof adomestic or foreign corporation shallbe delivered to thesecretary of state during the month of June betweenFebruary1 and May1 of eachyear,exceptthat the first annual reportof a domestic or foreign corporation shall be filed during the month of June between February 1 and May 1 of the year following the calendar year in which its certificate of incorporation or its certificate of authority was issued by the secretary of state.
  • (b) Proof to the satisfaction of the secretaryof state that prior to the first day of July May the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed a compliance with this requirement.
  • (c)If the secretaryof state finds thatthe reportconforms tothe requirements of this chapter, the secretary of state shallfile the report.
  • (d) If the secretary of state finds that it does not conform, the secretary of state shall promptly return the report to the corporation for any necessary corrections, in which case the penalties subsequently prescribed for failure to file the report within the time above provided do not apply if the report is correctedto conform to the requirements of this chapter and returned to the secretaryofstate within thirty (30) days fromthe date on which it wasmailed to the corporation by the secretary of state.
  • SECTION 3. Sections 7-16-12 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:
  • (a)Theannualreportofadomesticorforeigncorporationshallbedeliveredtothesecretary of state during the month of June between February 1 and May 1 of each year, except that the first annual report of a domestic or foreign corporation shall be filed during the month of June between February 1 and May 1 of the year following the calendar year in which its certificate of incorporation or its certificate of authority was issued by the secretary of state.
  • (b) Proof to the satisfaction of the secretary of state that prior to the first day of July May the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed a compliance with this requirement.
  • (c) Ifthesecretaryofstatefindsthatthereport conformstotherequirementsofthischapter, the secretary of state shall file the report.
  • (d) If the secretary of state finds that it does not conform, the secretary of state shall promptly return the report to the corporation for any necessary corrections, in which case the penalties subsequently prescribed for failure to file the report within the time above provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state withinthirty (30) days from the date on which it was mailed to the corporation by the secretary of state.
  • SECTION 3. Sections 7-16-12 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:
  • 7-16-12. Amendment and restatement of articles of organization.
  • (a) The articles of organization shall be amended when:
  • (1) There is a change in the name of the limited-liability company; or
  • (2) A company thatdid not previously have managers designates managers,or a company that previously did have managers is to be managed by its members; or
  • (2) 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; or
  • (3) There is a change in the manager of record.
  • (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.
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  • (c) The articles of organization may be restatedatany time. Any restatementmayinclude additional amendments.
  • (c) The articles of organization may be restated at any time. Any restatement may include additional amendments.
  • 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 transactbusiness in this state,shall file, betweenthe first day of September February and the first day of November May 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 principaloffice of the limited-liability company;
  • (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 February and the first day of November May 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 currentmailing address of the limited-liability company and the name or title of a person to whom communications may be directed;
  • (5) A brief statementof the characterofthe business in whichthe limited-liability company is actually engaged in this state; and
  • (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) Abrief statement ofthecharacter of the businessinwhichthelimited-liabilitycompany is actually engaged in this state; and
  • (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 executedby 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. Proofto thesatisfaction of the secretaryofstate that prior to November 1st May 1 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 secretaryof state finds thatthe annualreport conforms to the requirements of this chapter, the secretaryof state shall file the report. If the secretaryof state finds that it does not conform, the secretaryof state shallpromptly return the reportto the limited-liability company for any necessarycorrections, 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 correctedtoconform to the requirements of this chapter and returnedto the secretaryof 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 annualreport 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.
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  • SECTION 4. This act shalltake effect upon passage. ======== LC002128 ========
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  • EXPLANATION
  • BY THE LEGISLATIVE COUNCIL
  • OF
  • A N A C T
  • RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS – RHODE
  • ISLAND BUSINESS CORPORATION ACT
  • (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 organizationof aforeignlimited-liabilitycompany. Proof to thesatisfaction of thesecretaryof state that prior to November 1st May 1 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 4. This act shall take effect on January 1, 2022. ======== LC002128/SUB A ========
  • EXPLANATION
  • BY THE LEGISLATIVE COUNCIL
  • OF
  • A N A C T
  • RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS – RHODE
  • ISLAND BUSINESS CORPORATION ACT
  • ***
  • This actwould require that annual reports of domestic and foreign business corporations, nonprofit corporations, and limited liability companies be filed with the secretaryof state between February 1 and May 1 of each year.
  • This act would take effect upon passage. ======== LC002128 ========
  • LC002128 - Page 6of 6
  • This act would require that annual reports of domestic and foreign business corporations, nonprofit corporations, and limited liability companies be filed with the secretary of state between February 1 and May 1 of each year.
  • This act would take effect on January 1, 2022. ======== LC002128/SUB A ========

Votes

NOTE: Electronic voting records are unofficial and may not be accurate. For an official vote tally, check the House or Senate Journal from the day of the vote.

Floor vote for CORPORATION ACT

June 29, 2021 at 5:10pm
Yeas: 33 / Nays: 2 / Not voting: 3 / Recused: 0
Legislator Vote
Sen. Acosta Y
Sen. Algiere Y
Sen. Anderson Y
Sen. Archambault Y
Sen. Bell N
Sen. Burke Y
Sen. Calkin NV
Sen. Cano NV
Sen. Ciccone Y
Sen. Coyne Y
Sen. Cruz Y
Sen. DiMario Y
Sen. DiPalma Y
Sen. Euer Y
Sen. Felag Y
Sen. Gallo Y
Sen. Goldin Y
Sen. Goodwin Y
Sen. Kallman Y
Sen. Lawson Y
Sen. Lombardi Y
Sen. Lombardo Y
Sen. Mack NV
Sen. McCaffrey Y
Sen. Mendes N
Sen. Miller Y
Sen. Morgan Y
Sen. Murray Y
Sen. Paolino Y
Sen. Pearson Y
Sen. Picard Y
Sen. Quezada Y
Sen. Raptakis Y
Sen. Rogers Y
Sen. Ruggerio Y
Sen. Seveney Y
Sen. Sosnowski Y
Sen. Valverde Y