§ 7-16-8. Filing.
(a) The secretary of state may not accept for filing any document under this chapter that does not conform with law.
(b) The secretary of state may not accept for filing any organizational document, qualification, registration, change of resident agent report, service of process, notice, or other document until all required filing and other fees have been paid to the secretary of state.
(c) The secretary of state may not accept for filing any article of dissolution, cancellation of registration, or article of merger until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid.
(d) The secretary of state may not accept for filing the reinstatement of a limited-liability company’s certificate of organization or registration until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid, as evidenced by an appropriate certificate of good standing issued by the division of taxation.
(e) The secretary of state may not accept for filing a certificate of conversion to a non-Rhode Island entity until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid.
(f) When the secretary of state accepts the articles of organization or a certificate of registration or any other document filed under this chapter, the secretary of state shall:
(1) Endorse on the document the date and time of its acceptance for filing;
(2) Promptly file the document; and
(3) Issue a certificate or other evidence that establishes:
(i) That the document was accepted for filing by the secretary of state; and
(ii) The date and time of the acceptance for filing.
(g) The document becomes effective upon the issuance of the certificate or other evidence or at any later date that is set forth within the document, not more than ninety (90) days after the filing of such document.
History of Section.P.L. 1992, ch. 280, § 1; P.L. 2007, ch. 360, § 1; P.L. 2011, ch. 77, § 1; P.L. 2011, ch. 82, § 2; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1; P.L. 2015, ch. 80, § 3; P.L. 2015, ch. 88, § 3; P.L. 2017, ch. 371, § 2; P.L. 2017, ch. 376, § 2; P.L. 2018, ch. 14, § 1; P.L. 2018, ch. 24, § 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.