Rhode Island – New Partnership (LLP) Law Enacted Effective January 1, 2023

Submitted by UCS on January 2, 2023

Effective January 1, 2023, the Uniform Partnership Act (New Law) was enacted to include new LLP governing provisions.  The New Law applies to all LLPs as of the effective date and the Old Law was repealed as of that date.  Preexisting LLPs formed under the Old Law had the opportunity to elect to be governed by the New Law before the effective date as previously reported in our What’s New” article from October 14, 2022.

The following are notable changes made by the New Law relevant to our LLP services and materials:

New Annual Report Requirement

• Due after February 1 and before May 1.
• Requirement first begins with Reports due before May 1, 2024.
• First Report for a newly formed or registered LLP due in the calendar year after the year of formation or foreign registration.
• $50 filing fee.
• $25/year for failure to file within 30 days of the due date and administrative revocation upon 60 days’ notice to cure delinquencies and failure to do so.

Registered Agents

• All LLPs, including preexisting LLPs, must appoint a registered agent. (Formerly, it was not required if the LLP’s principal office was located in Rhode Island.)
• Agent resignations authorized regardless of the status of the represented LLP.

Revised LLP Formation & Foreign Registration Filings

• Statement of Qualification (Domestic)
• Foreign Registration Statement (Foreign)

Document Filings Changes Generally

• Delayed effective time and date of filings not exceeding 90 days after the date of filing authorized.
• Document execution requirements revised and expanded to include new filings.
• Correction filings authorized.
• Withdrawal of filed documents before their effective date authorized with certain exceptions.
• Statement of Partnership Authority which must contain a registered agent if filed by an LLP.
• Statement of Denial (of person named in a Statement of Partnership Authority).

Filing Fees

• Foreign LLP Registration fee reduced to $150 (formerly, $1,000).

Name Provisions Revised

• Required indicators changed: name must contain “Registered Limited-Liability Partnership”, “Limited-Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP” or “LLP”.
• LLP name reservations authorized.
• LLP fictitious (assumed) names authorized.
• Foreign LLP name registration authorized.

Registrations conferring LLP status are perpetual

• Valid until voluntarily cancelled or administratively revoked.
• Formerly, expired every year (domestic) and every two years (foreign), subject to renewal.

Administrative Revocation (Domestic & Foreign) authorized

• Annual Report delinquency, failure to maintain a registered agent and other grounds.
• Reinstatement authorized within 2 years after revocation.

New Transaction Types authorized

• Merger
• Interest Exchange
• Domestication

Status Certificate (e.g., Certificate of Existence) are no longer required for Foreign Registration.

For questions on how these changes will affect your company, feel free to contact a Client Service Representative by emailing us at info@unitedcorporate.com or speaking with us via chat or calling (800) 899-8648.

Additional Statute Changes effective January 1, 2023

California– Provisions for LLC SOI, Conversions, LLC Terminations & Certificate of Validation amended

Rhode Island – LLP forms updated

Wisconsin– LLC statutes update Operating Agreement requirements

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