(a)  The sale or transfer of the major part in value of the assets of a domestic corporation, domestic limited liability company, domestic limited partnership, or any other domestic business entity, or of the major part in value of the assets situated in this state of a foreign corporation, foreign limited liability company, foreign limited partnership, or any other foreign business entity, other than in the ordinary course of trade and in the regular and usual prosecution of business by said corporation, limited liability company, limited partnership, or any other business entity whether domestic or foreign, and the sale or transfer of the major part in value of the assets of a domestic corporation, domestic limited liability company, domestic limited partnership, or any other domestic corporation business entity, or of the major part in value of the assets situated in this state of a foreign corporation, foreign limited liability company, foreign limited partnership, or any other foreign business entity that is engaged in the business of buying, selling, leasing, renting, managing, or dealing in real estate, shall be fraudulent and void as against the state unless the corporation, limited liability company, limited partnership, or any other business entity, whether domestic or foreign, at least five (5) business days before the sale or transfer, notifies the tax administrator of the proposed sale or transfer and of the price, terms, and conditions of the sale or transfer and of the character and location of the assets by requesting a letter of good standing from the tax division. Whenever a corporation, limited liability company, limited partnership, or any other business entity, whether domestic or foreign, makes such a sale or transfer, any and all tax returns required to be filed under this title must be filed and any and all taxes imposed under this title shall become due and payable at the time when the tax administrator is so notified of the sale or transfer, or, if he or she is not so notified, at the time when he or she should have been notified of the sale or transfer.

Terms Used In Rhode Island General Laws 44-11-29

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • real estate: may be construed to include lands, tenements, and hereditaments and rights thereto and interests therein. See Rhode Island General Laws 43-3-10

(b)  This section shall not apply to sales by receivers, assignees under a voluntary assignment for the benefit of creditors, trustees in bankruptcy, debtors in possession in bankruptcy, or public officers acting under judicial process.

History of Section.
G.L. 1938, ch. 37, § 13; P.L. 1947, ch. 1887, art. 1, § 1; G.L. 1956, § 44-11-29; P.L. 1964, ch. 65, § 1; P.L. 2017, ch. 302, art. 8, § 9.