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Legislative updates

House Bill 6371, effective as noted in the bill, amends a number of sections of the new Partnership (LLP) and LP laws including delay until January 1, 2024 of the application of the new Partnership Law to LLPs formed before January 1, 2023 and which did not elect to be governed by the New Law.

House Bill 7753 and Senate Bill 2813, effective January 1, 2023, enact a new Uniform Partnership Law including governance of LLPs. The new law requires all LLPs to designate a registered agent (formerly, not required if the LLP’s principal office was located in Rhode Island) and the new law imposes a new Annual Report requirement for LLPs that will be due on or before May 1.

House Bill 7603 and Senate Bill 2812, effective January 1, 2023, enact a new Uniform Limited Partnership Law which would apply as follows: (a) one year after the effective date, to all LPs and (b) after the effective date but before one year thereafter, to LPs formed after the effective date and those formed before the effective date which elect to be governed by the new law, in each case with the applicability of certain Sections being subject to special provisions. The new law contains new provisions concerning Annual Reports, foreign name reservation, interest exchanges, domestication, reinstatements, tax clearances, and LLLPs, among other changes.

Senate Bill 2645 and House Bill 8001 effective January 1, 2023, amend the Commercial Law - General Regulatory Provisions title by authorizing electronic filing of assumed names by individuals and partnerships.

House Bill 5984 and Senate Bill 789, each effective January 1, 2022, amend the business and nonprofit corporation laws regarding Annual Reports and the LLC law regarding Annual Reports and domestic amendment.

House Bill 6064 and Senate Bill 836, effective July 9, 2021 and July 8, 2021, respectively, amend the nonprofit corporation law regarding merger, consolidation, and conversion.

House Bill 5051 and Senate Bill 24, each effective July 13, 2021, amend the business corporation, nonprofit corporation and LLC laws by increasing the 10-year limitation on the ability to reinstate a domestic or foreign revoked entity to 20 years.

House Bill 5511 and Senate Bill 451, each effective July 13, 2021, clarify that the Uniform Commercial Code applies to electronic transactions.

House Bill 5646 / Senate Bill 719 (Laws of 2017) effective July 1, 2020 amends the business corporation act and limited liability company act to remove the requirement of obtaining a certificate of good standing from the division of taxation with respect to dissolution, merger, conversion, and withdrawal filings.

Senate Bill 395, effective January 1, 2020, enacts the Transparency and Sustainability Standards for Rhode Island Businesses Act, under which a Rhode Island stock or nonstock corporation or LLC may be issued a Certificate of Adoption of Transparency and Sustainability Standards from the Department of Environmental Management attesting that the corporation or LLC has fulfilled sustainability metrics and filed with the Secretary of State a standards statement.

Case summaries

There are no new summaries at this time.

Other notices

March 31, 2021 — The Rhode Island Secretary of State issued a press release warning Rhode Island businesses of a “misleading” mailing that resembles a bill seeking payment for a Certificate of Good Standing. The press release states that this mailing creates a false sense of urgency with terms like “Notice Date” and Please Respond By” and charges an exorbitant fee. The press release can be read in full here.

March 12, 2020 — Rhode Island’s Secretary of State announced the launch of the Rhode Island Department of State's new Business Services website.

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