(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.

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Terms Used In Rhode Island General Laws 7-16-11

  • Authorized person: means a person, whether or not a member, who or that is authorized by the articles of organization, by an operating agreement, or otherwise, to act on behalf of a limited-liability company or foreign limited-liability company as an officer, manager or otherwise. See Rhode Island General Laws 7-16-2
  • Business: means any trade, occupation or other commercial activity engaged in for gain, profit or livelihood for which a corporation can be organized under chapter 1. See Rhode Island General Laws 7-16-2
  • domestic limited-liability company: means an entity that is organized and existing under the laws of this state pursuant to this chapter. See Rhode Island General Laws 7-16-2
  • Filing: means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-16-2
  • 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.
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: means a state, territory or possession of the United States, or the District of Columbia. See Rhode Island General Laws 7-16-2

(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.