(a)  The certificate of organization or certificate of registration of a limited-liability company may be revoked by the secretary of state under the conditions prescribed in this section when it is established that:

(1)  The limited-liability company procured its articles of organization through fraud;

(2)  The limited-liability company has continued to exceed or abuse the authority conferred upon it by law;

(3)  The limited-liability company has failed to file its annual report within the time required by this chapter, or with respect to any limited-liability company in good company standing on the records of the secretary of state on or after July 1, 2019, has failed to pay any required fees to the secretary of state when they have become due and payable, or the secretary of state has received notice from the division of taxation, in accordance with § 7-16-67.1, that the limited-liability company has failed to pay any fees or taxes due this state;

(4)  The limited-liability company has failed for thirty (30) days to appoint and maintain a resident agent in this state as required by this chapter;

(5)  The limited-liability company has failed, after change of its resident agent, to file in the office of the secretary of state a statement of the change as required by this chapter;

(6)  The limited-liability company has failed to file in the office of the secretary of state any amendment to its articles of organization or certificate of registration or any articles of dissolution, cancellation of registration, merger, or consolidation as prescribed by this chapter; or

(7)  A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the limited-liability company pursuant to this chapter.

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Terms Used In Rhode Island General Laws 7-16-41

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of organization: means documents filed under § 7-16-5 for the purpose of forming a limited-liability company. See Rhode Island General Laws 7-16-2
  • 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
  • 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
  • Foreign limited-liability company: means a limited-liability company formed under the laws of any state other than this state or any foreign country. See Rhode Island General Laws 7-16-2
  • Fraud: Intentional deception resulting in injury to another.
  • State: means a state, territory or possession of the United States, or the District of Columbia. See Rhode Island General Laws 7-16-2
  • United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8

(b)  No certificate of organization or certificate of registration of a limited-liability company shall be revoked by the secretary of state unless:

(1)  The secretary of state shall have given the limited-liability company notice thereof not less than sixty (60) days prior to such revocation by regular mail addressed to the resident agent in this state on file with the secretary of state’s office, which notice shall specify the basis for the revocation; provided, however, that if a prior mailing addressed to the address of the resident agent of the limited-liability company in this state currently on file with the secretary of state’s office has been returned as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i)  To the limited-liability company, domestic or foreign, at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii)  In the case of a limited-liability company that has not yet filed an annual report, then to the domestic limited-liability company at the principal office in the articles of organization or to the authorized person listed on the articles of organization, or to the foreign limited-liability company at the office required to be maintained by the limited-liability company in its state of organization, and no further notice shall be required; and

(2)  The limited-liability company fails prior to revocation to file the annual report, pay the fees or taxes, file the required statement of change of resident agent, file the articles of amendment or amendment to its registration or articles of dissolution, cancellation of registration, merger, or consolidation, or correct the misrepresentation.

History of Section.
P.L. 1992, ch. 280, § 1; P.L. 2001, ch. 26, § 4; P.L. 2001, ch. 268, § 4; P.L. 2007, ch. 97, § 1; P.L. 2007, ch. 108, § 1; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1; P.L. 2017, ch. 371, § 2; P.L. 2017, ch. 376, § 2.