§ 7-16-11. Resident agent.
(a) Each domestic or foreign registered limited-liability company shall have a resident agent for service of process on the limited-liability company who shall be either:
(1) An individual resident of this state; or
(2) A corporation, limited partnership, or limited-liability company, and in each case either domestic or one authorized to transact business in this state.
(b)(1) A domestic or foreign registered limited-liability company may change its resident agent or the address of its resident agent by filing with the secretary of state a statement signed by any authorized person that authorizes the change.
(2) A change of a resident agent or address of the resident agent for a domestic or foreign registered limited-liability company under this subsection is effective when the secretary of state accepts the statement for filing.
(c)(1) A resident agent that changes address in the state shall file with the secretary of state a statement of the change of address signed by the resident agent or on the resident agent’s behalf.
(2) The statement shall include:
(i) The name of the limited-liability company for which the change is effective;
(ii) The old and new addresses of the resident agent; and
(iii) The date on which the change is effective.
(3) The change of address of the resident agent is effective when the secretary of state accepts the statement for filing.
(d)(1) A resident agent may resign by filing with the secretary of state a counterpart or photocopy of the signed resignation, together with a statement that the resignation has been delivered or sent to the limited-liability company.
(2) Unless a later time is specified in the resignation, it is effective thirty (30) days after it is filed.
(e) The secretary of state is appointed the agent of the domestic limited-liability company for service of process if no resident agent has been appointed, if the resident agent’s authority has been revoked, or if the resident agent cannot be found or served following the exercise of reasonable diligence.
History of Section.P.L. 1992, ch. 280, § 1.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-16 - The Rhode Island Limited-Liability Company Act
Section 7-16-1. - Short title.
Section 7-16-2. - Definitions.
Section 7-16-3. - Purpose and duration.
Section 7-16-3.1. - Professional services.
Section 7-16-3.2. - Liability in rendering professional services.
Section 7-16-3.3. - Insurance or financial responsibility of limited-liability company.
Section 7-16-5.1. - Conversion of certain entities to a limited-liability company.
Section 7-16-5.2. - Approval of conversion of a limited-liability company.
Section 7-16-5.3, 7-16-5.4. - [Repealed.]
Section 7-16-6. - Articles of organization.
Section 7-16-7. - Execution of articles.
Section 7-16-9. - Name — Fictitious business names.
Section 7-16-10. - Reservation of name — Transfer of reserved name.
Section 7-16-11. - Resident agent.
Section 7-16-12. - Amendment and restatement of articles of organization.
Section 7-16-13. - Certificates of correction.
Section 7-16-14. - Management by members.
Section 7-16-16. - Election and removal of managers.
Section 7-16-17. - Duties of managers.
Section 7-16-18. - Limitation of liability of managers.
Section 7-16-19. - Action by managers.
Section 7-16-20. - Agency power of managers.
Section 7-16-21. - Voting rights of members.
Section 7-16-22. - Records and information.
Section 7-16-23. - Liability of members and managers.
Section 7-16-24. - Contributions to capital.
Section 7-16-25. - Liability for contribution.
Section 7-16-26. - Sharing of profits and losses.
Section 7-16-27. - Sharing of distributions.
Section 7-16-28. - Interim distributions.
Section 7-16-29. - Distributions upon withdrawal.
Section 7-16-30. - Distribution in kind.
Section 7-16-31. - Restrictions on making distributions.
Section 7-16-32. - Liability upon wrongful distribution.
Section 7-16-33. - Right to distribution.
Section 7-16-34. - Nature of membership interest.
Section 7-16-35. - Assignment of membership interest.
Section 7-16-36. - Right of assignee to become a member.
Section 7-16-37. - Rights of judgment creditor.
Section 7-16-38. - Powers of estate of a member.
Section 7-16-39. - Dissolution.
Section 7-16-40. - Judicial dissolution.
Section 7-16-41. - Revocation of certificate of organization or certificate of registration.
Section 7-16-42. - Issuance of certificates of revocation.
Section 7-16-43. - Withdrawal of certificate of revocation.
Section 7-16-44. - Appeal from revocation of certificate of organization.
Section 7-16-45. - Winding up.
Section 7-16-46. - Distribution of assets.
Section 7-16-47. - Articles of dissolution.
Section 7-16-48. - Law governing foreign limited-liability companies.
Section 7-16-49. - Registration of foreign limited-liability company.
Section 7-16-50. - Issuance of registration of foreign limited-liability company.
Section 7-16-50.1. - Service of process on foreign limited-liability company.
Section 7-16-51. - Name registration by foreign limited-liability company.
Section 7-16-52. - Amendments to registration of foreign limited-liability company.
Section 7-16-52.1. - Foreign application for transfer of authority.
Section 7-16-53. - Cancellation of registration of foreign limited-liability company.
Section 7-16-55. - Action to restrain foreign limited-liability company.
Section 7-16-56. - Right of member to bring derivative action.
Section 7-16-57. - Pleading in derivative action.
Section 7-16-58. - Expenses in derivative action.
Section 7-16-59. - Merger or consolidation.
Section 7-16-60. - Plan of merger or consolidation.
Section 7-16-61. - Approval of merger or consolidation.
Section 7-16-62. - Articles of merger or consolidation.
Section 7-16-63. - Effects of merger or consolidation.
Section 7-16-64. - Merger or consolidation with foreign entity.
Section 7-16-65. - Filing, service, and copying fees.
Section 7-16-66. - Annual report of domestic and foreign limited-liability companies.
Section 7-16-67. - Filing of returns with the tax administrator — Annual charge.
Section 7-16-67.1. - Revocation of articles or authority to transact business for nonpayment of fee.
Section 7-16-68. - Limited-liability company property.
Section 7-16-69. - Certificates and certified copies to be received in evidence.
Section 7-16-70. - Parties to actions.
Section 7-16-71. - Unauthorized assumption of powers.
Section 7-16-72. - Severability.
Section 7-16-73. - Construction with other laws.
Section 7-16-74. - Forms to be furnished by secretary of state.