Rhode Island 2025 Regular Session

Rhode Island Senate Bill S0413 Compare Versions

Only one version of the bill is available at this time.

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5	5	2025 -- S 0413
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7	7	LC001556
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9	9	S T A T E O F R H O D E I S L A N D
10	10	IN GENERAL ASSEMBLY
11	11	JANUARY SESSION, A.D. 2025
12	12	____________
13	13
14	14	A N A C T
15	15	RELATING TO CORPORAT IONS, ASSOCIATIONS AND PARTNERSHIPS -- THE RHODE
16	16	ISLAND LIMITED LIABILITY COMPANY ACT
17	17	Introduced By: Senators Tikoian, Patalano, LaMountain, Ciccone, Burke, Felag, Urso,
18	18	Dimitri, Rogers, and Thompson
19	19	Date Introduced: February 26, 2025
20	20	Referred To: Senate Finance
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23	23	It is enacted by the General Assembly as follows:
24	24	SECTION 1. Sections 7-16-39, 7-16-65 and 7-16-67 of the General Laws in Chapter 7-16 1
25	25	entitled "The Rhode Island Limited Liability Company Act" are hereby amended to read as follows: 2
26	26	7-16-39. Dissolution. 3
27	27	(a) A limited liability company is dissolved and its affairs shall be wound up upon the 4
28	28	happening of the first to occur of the following: 5
29	29	(1) At any time specified in the articles of organization; 6
30	30	(2) An event specified in the articles of organization or a written operating agreement to 7
31	31	cause dissolution; 8
32	32	(3) By action of members taken pursuant to § 7-16-21(b)(1); 9
33	33	(4) On the written consent of a majority of the capital values of the remaining members 10
34	34	after the death, withdrawal, expulsion, bankruptcy, or dissolution of a member, or the occurrence 11
35	35	of any other event that terminates the continued membership of a member in the limited liability 12
36	36	company, unless otherwise provided in the articles of organization or a written operating 13
37	37	agreement; 14
38	38	(5) Unless otherwise provided in the articles of incorporation or a written operating 15
39	39	agreement, on the death, withdrawal, expulsion, bankruptcy or dissolution of the last remaining 16
40	40	member or any other event that terminates the continued membership of the last remaining member, 17
41	41	unless within ninety (90) days the successor(s) in interest of the last remaining member and any 18
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45	45	assignees of the member’s interest and of any other member’s interest agree in writing to admit at 1
46	46	least one (1) member to continue the business of the limited liability company; or 2
47	47	(6) Entry of a decree of judicial dissolution under § 7-16-40. 3
48	48	(b) A limited liability company shall not be required to obtain a letter of good standing 4
49	49	from the division of taxation in order to dissolve. 5
50	50	7-16-65. Filing, service, and copying fees. 6
51	51	The secretary of state shall charge and collect: 7
52	52	(1) For filing the original articles of organization, a fee of one hundred fifty dollars ($150) 8
53	53	five hundred dollars ($500); 9
54	54	(2) For amending, restating, or amending and restating the articles of organization, a fee of 10
55	55	fifty dollars ($50.00); 11
56	56	(3) For filing articles of merger or consolidation and issuing a certificate, a fee of one 12
57	57	hundred dollars ($100); 13
58	58	(4) For filing articles of dissolution, a fee of fifty dollars ($50.00); 14
59	59	(5) For issuing a certificate of good standing/letter of status, a fee of twenty dollars 15
60	60	($20.00); 16
61	61	(6) For issuing a certificate of fact, a fee of thirty dollars ($30.00); 17
62	62	(7) For furnishing a certified copy of any document, instrument, or paper relating to a 18
63	63	domestic or foreign limited liability company, a fee of fifteen cents ($.15) per page and ten dollars 19
64	64	($10.00) for the certificate and affirming the seal to it; 20
65	65	(8) For accepting an application for reservation of a name, or for filing a notice of the 21
66	66	transfer or cancellation of any name reservation, a fee of fifty dollars ($50.00); 22
67	67	(9) For filing a fictitious business name statement or abandonment of use of a fictitious 23
68	68	business name, a fee of fifty dollars ($50.00); 24
69	69	(10) For filing a statement of change of resident agent and address of registered agent, a 25
70	70	fee of twenty dollars ($20.00); 26
71	71	(11) For filing a statement of change of address only for a resident agent, no fee; 27
72	72	(12) For any service of notice, demand, or process on the registered agent of a foreign or 28
73	73	domestic limited liability company, a fee of fifteen dollars ($15.00), which amount may be 29
74	74	recovered as taxable costs by the party to the suit, action, or proceeding causing the service to be 30
75	75	made if the party prevails in the suit; 31
76	76	(13) For filing an annual report, a fee of fifty dollars ($50.00); 32
77	77	(14) For filing a certificate of correction, a fee of fifty dollars ($50.00); 33
78	78	(15) For filing an application for registration as a foreign limited liability company, a fee 34
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82	82	of one hundred fifty dollars ($150); 1
83	83	(16) For filing a certificate of amendment to the registration of a foreign limited liability 2
84	84	company, a fee of fifty dollars ($50.00); 3
85	85	(17) For filing a certificate of cancellation of a foreign limited liability company, a fee of 4
86	86	seventy-five dollars ($75.00); 5
87	87	(18) At the time of any service of process upon the secretary of state as a resident agent of 6
88	88	a limited liability company, fifteen dollars ($15.00), which amount may be recovered as a taxable 7
89	89	cost by the party to the suit or action making the service if the party prevails in the suit or action; 8
90	90	(19) For filing any other statement or report, except an annual report, of a domestic or 9
91	91	foreign limited liability company, a fee of ten dollars ($10.00); and 10
92	92	(20) For filing a certificate of conversion to a non-Rhode Island entity, a fee of fifty dollars 11
93	93	($50.00). 12
94	94	7-16-67. Filing of returns with the tax administrator — Annual charge. 13
95	95	(a) A return, in the form and containing the information as the tax administrator may 14
96	96	prescribe, shall be filed with the tax administrator by the limited liability company: 15
97	97	(1) In case the fiscal year of the limited liability company is the calendar year, on or before 16
98	98	the fifteenth day of March in the year following the close of the fiscal year; and 17
99	99	(2) In case the fiscal year of the limited liability company is not a calendar year, on or 18
100	100	before the fifteenth day of the third month following the close of the fiscal year. 19
101	101	(b) For tax years on or after January 1, 2016, a return, in the form and containing the 20
102	102	information as the tax administrator may prescribe, shall be filed with the tax administrator by the 21
103	103	limited liability company and shall be filed on or before the date a federal tax return is due to be 22
104	104	filed, without regard to extension. 23
105	105	(c) An annual charge shall be due on the filing of the limited liability company’s return 24
106	106	filed with the tax administrator and shall be paid to the division of taxation as follows: 25
107	107	(1) If the limited liability company is treated as a corporation for purposes of federal 26
108	108	income taxation, it shall pay the taxes as provided in chapters 11 and 12 [repealed] of title 44; or 27
109	109	(2) If the limited liability company is not treated as a corporation for purposes of federal 28
110	110	income taxation, it shall pay a fee in an amount equal to the minimum tax imposed upon a 29
111	111	corporation under § 44-11-2(e). The due date for a limited liability company that is not treated as a 30
112	112	corporation for purposes of federal income taxation shall be on or before the fifteenth day of the 31
113	113	fourth month following the close of the fiscal year. 32
114	114	(d) For tax years on or after January 1, 2016, a return, in the form and containing the 33
115	115	information as the tax administrator may prescribe, shall be filed with the tax administrator by the 34
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119	119	limited liability company and shall be filed on or before the date a federal tax return is due to be 1
120	120	filed, without regard to extension. 2
121	121	(e) The annual charge is delinquent if not paid by the due date for the filing of the return 3
122	122	and an addition of one hundred dollars ($100) to the charge is then due. 4
123	123	(f) A single member limited liability company shall be exempt from the filing requirements 5
124	124	in this section. 6
125	125	SECTION 2. Section 44-11-2 of the General Laws in Chapter 44-11 entitled "Business 7
126	126	Corporation Tax" is hereby amended to read as follows: 8
127	127	44-11-2. Imposition of tax. 9
128	128	(a) Each corporation shall annually pay to the state a tax equal to nine percent (9%) of net 10
129	129	income, as defined in § 44-11-11, qualified in § 44-11-12, and apportioned to this state as provided 11
130	130	in §§ 44-11-13 — 44-11-15, for the taxable year. For tax years beginning on or after January 1, 12
131	131	2015, each corporation shall annually pay to the state a tax equal to seven percent (7.0%) of net 13
132	132	income, as defined in § 44-11-13 — 44-11-15, for the taxable year. 14
133	133	(b) A corporation shall pay the amount of any tax as computed in accordance with 15
134	134	subsection (a) after deducting from “net income,” as used in this section, fifty percent (50%) of the 16
135	135	excess of capital gains over capital losses realized during the taxable year, if for the taxable year: 17
136	136	(1) The corporation is engaged in buying, selling, dealing in, or holding securities on its 18
137	137	own behalf and not as a broker, underwriter, or distributor; 19
138	138	(2) Its gross receipts derived from these activities during the taxable year amounted to at 20
139	139	least ninety percent (90%) of its total gross receipts derived from all of its activities during the year. 21
140	140	“Gross receipts” means all receipts, whether in the form of money, credits, or other valuable 22
141	141	consideration, received during the taxable year in connection with the conduct of the taxpayer’s 23
142	142	activities. 24
143	143	(c) A corporation shall not pay the amount of the tax computed on the basis of its net 25
144	144	income under subsection (a), but shall annually pay to the state a tax equal to ten cents ($.10) for 26
145	145	each one hundred dollars ($100) of gross income for the taxable year or a tax of one hundred dollars 27
146	146	($100), whichever tax shall be the greater, if for the taxable year the corporation is either a “personal 28
147	147	holding company” registered under the federal Investment Company Act of 1940, 15 U.S.C. § 80a-29
148	148	1 et seq., “regulated investment company,” or a “real estate investment trust” as defined in the 30
149	149	federal income tax law applicable to the taxable year. “Gross income” means gross income as 31
150	150	defined in the federal income tax law applicable to the taxable year, plus: 32
151	151	(1) Any interest not included in the federal gross income; minus 33
152	152	(2) Interest on obligations of the United States or its possessions, and other interest exempt 34
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156	156	from taxation by this state; and minus 1
157	157	(3) Fifty percent (50%) of the excess of capital gains over capital losses realized during the 2
158	158	taxable year. 3
159	159	(d)(1) A small business corporation having an election in effect under subchapter S, 26 4
160	160	U.S.C. § 1361 et seq., shall not be subject to the Rhode Island income tax on corporations, except 5
161	161	that the corporation shall be subject to the provisions of subsection (a), to the extent of the income 6
162	162	that is subjected to federal tax under subchapter S. Effective for tax years beginning on or after 7
163	163	January 1, 2015, a small business corporation having an election in effect under subchapter S, 26 8
164	164	U.S.C. § 1361 et seq., shall be subject to the minimum tax under § 44-11-2(e). 9
165	165	(2) The shareholders of the corporation who are residents of Rhode Island shall include in 10
166	166	their income their proportionate share of the corporation’s federal taxable income. 11
167	167	(3) [Deleted by P.L. 2004, ch. 595, art. 29, § 1.] 12
168	168	(4) [Deleted by P.L. 2004, ch. 595, art. 29, § 1.] 13
169	169	(e) Minimum tax. The tax imposed upon any corporation under this section, including a 14
170	170	small business corporation having an election in effect under subchapter S, 26 U.S.C. § 1361 et 15
171	171	seq., shall not be less than four hundred fifty dollars ($450). For tax years beginning on or after 16
172	172	January 1, 2017, the tax imposed shall not be less than four hundred dollars ($400). A limited 17
173	173	liability company shall be exempt from the minimum tax. 18
174	174	SECTION 3. This act shall take effect upon passage. 19
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181	181	EXPLANATION
182	182	BY THE LEGISLATIVE COUNCIL
183	183	OF
184	184	A N A C T
185	185	RELATING TO CORPORAT IONS, ASSOCIATIONS AND PARTNERSHIPS -- THE RHODE
186	186	ISLAND LIMITED LIABILITY COMPANY ACT
187	187	***
188	188	This act would increase the filing fee to organize a limited liability company to five 1
189	189	hundred dollars ($500). This act would further eliminate the annual tax return filing requirement 2
190	190	and the minimum tax. This act would further eliminate the requirement to obtain a letter of good 3
191	191	standing from the division of taxation in order to dissolve. 4
192	192	This act would take effect upon passage. 5
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