(a)  Upon revoking any such certificate of organization or certificate of registration of the limited-liability company, the secretary of state shall:

(1)  Issue a certificate of revocation in duplicate;

(2)  File one of the certificates in the secretary of state’s office;

(3)  Send to the limited-liability company by regular mail a certificate of revocation, addressed to the resident agent of the limited-liability company in this state on file with the secretary of state’s office; 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 to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state’s office 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.

Need help with a review of an LLC operating agreement?
Have it reviewed by a lawyer, get answers to your questions and move forward with confidence.
Connect with a lawyer now

Terms Used In Rhode Island General Laws 7-16-42

  • 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
  • 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
  • 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
  • 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)  Upon the issuance of the certificate of revocation, the authority of the limited-liability company to transact business in this state ceases.

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.