(a)  The secretary of state may not accept for filing any document under this chapter that does not conform with law.

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 7-16-8

  • 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
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • 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
  • 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)  The secretary of state may not accept for filing any organizational document, qualification, registration, change of resident agent report, service of process, notice, or other document until all required filing and other fees have been paid to the secretary of state.

(c)  The secretary of state may not accept for filing any article of dissolution, cancellation of registration, or article of merger until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid.

(d)  The secretary of state may not accept for filing the reinstatement of a limited-liability company’s certificate of organization or registration until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid, as evidenced by an appropriate certificate of good standing issued by the division of taxation.

(e)  The secretary of state may not accept for filing a certificate of conversion to a non-Rhode Island entity until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid.

(f)  When the secretary of state accepts the articles of organization or a certificate of registration or any other document filed under this chapter, the secretary of state shall:

(1)  Endorse on the document the date and time of its acceptance for filing;

(2)  Promptly file the document; and

(3)  Issue a certificate or other evidence that establishes:

(i)  That the document was accepted for filing by the secretary of state; and

(ii)  The date and time of the acceptance for filing.

(g)  The document becomes effective upon the issuance of the certificate or other evidence or at any later date that is set forth within the document, not more than ninety (90) days after the filing of such document.

History of Section.
P.L. 1992, ch. 280, § 1; P.L. 2007, ch. 360, § 1; P.L. 2011, ch. 77, § 1; P.L. 2011, ch. 82, § 2; P.L. 2012, ch. 67, § 1; P.L. 2012, ch. 72, § 1; P.L. 2015, ch. 80, § 3; P.L. 2015, ch. 88, § 3; P.L. 2017, ch. 371, § 2; P.L. 2017, ch. 376, § 2; P.L. 2018, ch. 14, § 1; P.L. 2018, ch. 24, § 1.