§ 7-16-50.1. Service of process on foreign limited-liability company.
(a) The resident agent appointed by a foreign limited-liability company authorized to transact business in this state is an agent of the limited-liability company upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.
(b) Whenever a foreign limited-liability company authorized to transact business in this state fails to appoint or maintain a resident agent in this state; or whenever any resident agent cannot with reasonable diligence be found at the registered office; or whenever the certificate of authority of a foreign limited-liability company is suspended or revoked, the secretary of state is an agent of the foreign limited-liability company upon whom any process, notice, or demand may be served. Service on the secretary of state of any process, notice, or demand must be made by delivering to and leaving with him or her, or with any clerk having charge of the corporation department of his or her office, duplicate copies of the process, notice, or demand. In the event any process, notice, or demand is served on the secretary of state, the secretary of state shall immediately forward one of the copies by registered mail, addressed to the foreign limited-liability company at its principal office if known to him or her, in the state or country under the laws of which it was organized. Any service had in this manner on the secretary of state is returnable in not less than thirty (30) days.
(c) Every foreign limited-liability company as a condition precedent to carrying on business in this state must, and by so carrying on business in this state does, consent that any process, including the process of garnishment, may be served upon the secretary of state in the manner provided by this section, except that notice of the service must be given by the plaintiff or his or her attorney in the manner as the court in which the action is commenced or pending orders as affording the corporation reasonable opportunity to defend the action or to learn of the garnishment. Notwithstanding the preceding requirements, however, once service has been made on the secretary of state as provided, the court has the authority in the event of failure to comply with the requirement of notice to the foreign limited-liability company to order notice that is sufficient to apprise it of the pendency of the action against it, and additionally, may extend the time for answering by the foreign limited-liability company.
(d) The secretary of state shall keep a record of all processes, notices, and demands served upon him or her under this section, and record in the record the time of the service and his or her action on it. The secretary of state shall not be required to retain such information for a period longer than five (5) years from receipt of the service of process.
(e) Nothing contained in these provisions limits or affects the right to serve any process, notice or demand, required or permitted by law to be served upon a foreign limited-liability company in any manner now or subsequently permitted by law.
History of Section.P.L. 2007, ch. 99, § 2; P.L. 2007, ch. 109, § 2; P.L. 2018, ch. 346, § 15.
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.