Sponsored by:
Bay State Corporate Services, Inc.
6 Beacon Street
Suite 510
Boston, MA 02108
www.baystatecorp.com
Phone: (617) 742-8484
Toll Free:
Fax: (617) 742-8482
ParaSearch Inc.
222 Jefferson Boulevard
Suite 200
Warwick, RI 02888
www.para-search.com
Phone: (401) 732-2490
Toll Free: (800) 294-6381
Fax: (401) 739-7708
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Secretary of State
Status Search
Forms
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| Fax File: |
UCC: No
Corporate: Yes |
| E File: |
UCC: No
Corporate: Yes |
| Expedited Services: |
UCC: No
Corporate: No |
| Name Reservations: |
Yes (120 days) |
| Preclearance: |
Yes |
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| Apostilles and Authenications (Rhode Island) |
| Domestic Corporate Dissolution Summary (Rhode Island) |
| Domestic Corporation Summary (Rhode Island) |
| Foreign Qualification Summary (Rhode Island) |
| LLC Foreign Registration (Rhode Island) |
| LLC Formation Summary (Rhode Island) |
| UCC Filings (Rhode Island) |
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Apostilles and Authenications (Rhode Island)
A request for an apostille or authentication is made at the Rhode Island Secretary of State's Notary Public Section.
Requests must include:
A processing fee of $5.00 for each apostille or authentication must accompany the request. Checks or money orders are made payable to the Rhode Island Secretary of State.
The original or certified copy of the document must be notarized by an active Rhode Island notary.
The name of the receiving country and indicate whether an apostille or an authentication is required.
Certain documents may require processing through the destination country's consulate or ambassador.
Requests for apostilles and authentications are processed daily.
Posted by: jwhite
Updated: November 21, 2013
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Domestic Corporate Dissolution Summary (Rhode Island)
Pursuant to Rhode Island Business Corporation Law (R.I. Gen. Laws § 7-1.2-1301 et seq) to dissolve a RI corporation Articles of Dissolution are submitted to the RI SOS. Once articles and a tax clearance are filed with the RI SOS, a certificate of dissolution is issued by the RI Secretary of State (RI SOS).
A resolution of dissolution must be adopted as provided in Section 7-1.2-1302 or 7-1.2-1303 of the RI Business Corporation Law. Upon adoption of the resolution, the company shall cease to carry on business except for the purpose of winding up. However, corporate existence shall continue until a Certificate of Dissolution is issued by the RI SOS or until a decree dissolving the corporation has been entered by a court of competent jurisdiction.
Prior to Stock Issuance or Commencing Business:
Consent: Resolution of the majority of incorporators.
Articles of Dissolution are submitted together with a tax clearance certificate issued by the RI Division of Taxation.
After Stock Issuance:
Consent: Resolution of the board of directors and majority of all voting shareholders at a meeting or by consent.
Articles of Dissolution are submitted together with a tax clearance certificate issued by the RI Division of Taxation.
Articles of Dissolution state:
(a) The name of the corporation.
(b) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for the payment.
(c) That all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests.
(d) That there are not suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.
Tax Clearance: A tax clearance from the Rhode Island Division of Taxation is required. To obtain clearance, a Corporate Request for Letter of Good Standing must be submitted to the RI DOR, Division of Taxation. The letter must be dated within thirty (30) days of the receipt and filing of the Articles of Dissolution.
Annual Report Filings: The corporation must be current with all annual report filings. This can be checked by calling the RI SOS Corporation Division at (401) 222-3040. The company must also be current with the maintenance of its registered agent and registered office in RI.
Execution and Filing: The certificate is signed by the majority of directors and filed with the RI SOS.
Filing Fee: $50.00 payable to the RI Secretary of State.
Notice of Creditors: The corporation must immediately notify by mail each known creditor of the corporationthat the corporation shall proceed to liqudation and that all assets shall be distributed to stockholders following the payment of all of its obligations.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: jwhite
Updated: February 20, 2012
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Domestic Corporation Summary (Rhode Island)
Pursuant to the RI Business Corporation Act, 7-1.2-101 et seq., a corporation incorporating in Rhode Island files Articles of Incorporation with the RI Secretary of State (RI SOS).
Online Filing: New corporations can be filed online.
Corporate Name: a corporate name must include the word "corporation" "company" "incorporated" "limited" or abbreviation thereof.
Maximum Stock for Minimum Filing Fee: $230 for 75,000 shares with or w/o par value. Unless otherwise stated, par value is $.01 per share.
No. of Directors: The corporation may have 1 director.
Purpose: No specific business purpose is required.
Preemptive Rights: Denied unless specifically granted.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Rhode Island.
Filing: Submit one original copy of the Articles of Incorporation to the RI SOS. Duplicate copies and notary signatures are no longer required.
Filing Fee: Fee is $230, payable to the Rhode Island Secretary of State.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: jwhite
Updated: July 11, 2008
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Foreign Qualification Summary (Rhode Island)
Pursuant to the Rhode Island Business Corporation Act (R.I. Gen. Laws § 7-1.2-1401 et seq.), a foreign corporation may not transact business in RI until it files a Certificate of Authority with the RI Secretary of State (RI SOS).
For the Certificate of Authority, you will need to know:
Name of Corporation: The name of the corporation must include the word "corporation" "company" "incorporated" "limited" or an abbreviation thereof.
Date and state of incorporation
Period of duration
Principal address of the corporation
Officers names, titles and addresss
Directors names and addresses
Number of authorized shares of stock, each series and par value
Estimate of the value of all property owned by the corporation for the following year, wherever located $__________
Estimate of all property owned to be located in RI in the following year: $_____
Estimate of the gross amount of business to be transacted by the corporation during the following year: $______
Estimate of the gross business to be transacted in RI in the following year: $_____
Certificate from Domestic State: A good standing certificate must be attached that is no older than 60 days.
Filing and Execution: The filing is signed by an officer of the company. One original is submitted to the RI SOS.
Filing Fee: $310.00
Letter of Consent: If the requested corporate name is taken by another company, a letter of consent to use the name signed by an officer of the company with the conflicting name is acceptable.
Regulated Industries: Engineering, land surveying, landscape architecture, architecture, pipe-fitting, refrigeration air-conditioning, fire protection sprinklers installation, maintenance and repair are regulated industries requiring special licenses and/or approval to qualify as a foreign business.
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: jwhite
Updated: July 11, 2008
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LLC Foreign Registration (Rhode Island)
Pursuant to the Rhode Island Limited Liability Company Act (R.I. Gen. Laws § 7-16-48) a foreign LLC may not transact business in Rhode Island until it files an Application of Registration with the Rhode Island Secretary of State (RI SOS).
Name of LLC: Name must contain "limited liability company" or the upper or lower case letters "l.l.c." with or without punctuation.
Certificate of Good Standing: A certificate of good standing must be attached and not more than 60 days old.
Filing and Execution: The application is signed by an authorized person. Submit original application of registration together with certificate from domestic state to the RI SOS.
Filing Fee: $150.00 payable to the RI Secretary of State.
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: dannunciata
Updated: April 10, 2008
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LLC Formation Summary (Rhode Island)
Pursuant to the Rhode Island Limited Liability Company Act (R.I. Gen. Laws § 7-16 et seq.), a limited liability company forming in Rhode Island files Articles of Organization with the RI Secretary of State (RI SOS).
Online Filing: New formations can be filed online.
LLC Name: The LLC name must contain "limited liability company" or the upper or lower case letters "l.l.c." with or without punctuation.
No. of Members: The LLC may have 1 member.
Purpose of Business: Articles do not require a brief nature of business.
Execution and Filing: Articles are signed by an authorized person. File original with the RI SOS. Faxed copies are accepted.
Filing Fee: $150.00 payable to the Rhode Island Secretary of State.
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: jwhite
Updated: February 20, 2012
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UCC Filings (Rhode Island)
UCC Financing Statements are filed in Rhode Island with the Rhode Island Secretary of State (RI SOS).
Fixture filings will be filed at the county level where the mortgage is registered.
Filing: UCC financing statements may be filed online.
UCC Forms: Paper filed UCCs are filed as they are received.
Common Reasons for Rejections:
For UCC-1's: Corporate ID is not filled in or "None" box not checked.
For UCC-3's:
- Debtor name is not entered on either in Line 6a or Line 10.
- Incorrect UCC-1 number referenced.
Fees:
UCC-1 $16.00 1 or 2 pages
$32.00 more than 2 pages
UCC-3 Assignment, Amendment or Continuation $16.00 1 or 2 pages
$32.00 more than 2 pages
UCC-3 Termination $16.00 1 or 2 pages
$32.00 more than 2 pages
UCC-11 Information Request $ 5.00
Certification of Record $ 5.00 plus $.15 per page
Copies of UCC Records $ .15 per page
Returned Copy: If Box B on the UCC form is completed, a copy of the filing will be returned. A self-addressed stamped envelope should be included to expedite mailing.
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: jwhite
Updated: February 20, 2012
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