Corporate Filing Changes from Rhode Island Secretary of State

Submitted by UCS on October 13, 2021

From the desk of the Rhode Island Secretary of State…

This legislative session saw several bills pass that will make it easier to do business in Rhode Island. Below is an update on changes that may affect your business or nonprofit.

Annual Report Alignment – H5984A/S789A

What the new law does:

Secretary Gorbea heard from business owners across the state that the staggered filing periods for different types of business entities was confusing and sometimes resulted in late filings. She introduced this legislation to establish a single filing period that aligns with the state’s annual tax filing deadline.

Why it matters:

This change, effective January 1, 2022, continues the work the Secretary has done to make our state a better and more predictable place to do business. Specifically, the new law:

• Establishes one filing period for all entities – February 1 to May 1 of each calendar year.
• Aligns the filing period for both businesses and nonprofits to coincide with their annual tax filing periods.
• Moves the non-profit filing period to the beginning of the calendar year instead of the middle of the summer when many non-profits aren’t actively meeting.
• Allows more time to file by extending the filing period an additional 30 days.

Non-Profit Conversion/Merger – H6064A/S836A

What the new law does:

The Rhode Island General Laws lacked the mechanism for conversion, so Secretary Gorbea introduced this law creating a conversion process and established a more inclusive statutory framework for the merger or consolidation of non-profit corporations. This is the same conversion process that business corporations already have today.

Why it matters:

By establishing modern and flexible laws and filing options, our State has created an environment that supports accessibility, sustainability, and growth for our vibrant non-profit community. New conversion and merger forms are now available.

Withdrawal of a Revocation Certificate [Reinstatement] – H5051/S0024

What the new law does:

This law increases the timeframe where entities can be revoked and still reinstate their charter with the Business Services Division from 10 years to 20 years.

Why it matters:

The law eliminates long wait times and drastically reduces legal fees for entities formerly required to either petition the General Assembly or Superior Court for permission to reinstate. By increasing the reinstatement timeframe from 10 years to 20 years, more RI businesses and non-profits will now have access to a predictable and timely reinstatement process.

Email the Business Services Division (corporations@sos.ri.gov) if you have any additional questions.