(a)  The secretary of state shall file a record filed with the secretary of state which satisfies this chapter. The duty of the secretary of state under this section is ministerial.

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Terms Used In Rhode Island General Laws 7-12.1-117

  • Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
  • executed: means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-12.1-102
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Rhode Island General Laws 7-12.1-102
  • Principal office: means the principal executive office of a partnership or a foreign limited liability partnership, whether or not the office is located in this state. See Rhode Island General Laws 7-12.1-102
  • Registered agent: means an agent of a limited liability partnership or foreign limited liability partnership which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership. See Rhode Island General Laws 7-12.1-102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Rhode Island General Laws 7-12.1-102

(b)  When the secretary of state files a record, the secretary of state shall record it as filed on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing and, in the case of a statement of denial, also to the partnership to which the statement pertains.

(c)  If the secretary of state refuses to file a record, the secretary of state shall, not later than ten (10) business days after the record is delivered:

(1)  Return the record or notify the person that submitted the record of the refusal; and

(2)  Provide a brief explanation in a record of the reason for the refusal.

(d)  If the secretary of state refuses to file a record, the person that submitted the record may petition the superior court to compel filing of the record. The record and the explanation of the secretary of state of the refusal to file must be attached to the petition. The Providence County superior court may decide the matter in a summary proceeding.

(e)  The filing of or refusal to file a record does not:

(1)  Affect the validity or invalidity of the record in whole or in part; or

(2)  Create a presumption that the information contained in the record is correct or incorrect.

(f)  Except as otherwise provided by § 7-12.1-909 or by law other than this chapter, the secretary of state may deliver any record to a person by delivering it:

(1)  In person to the person that submitted it;

(2)  To the address of the person’s registered agent;

(3)  To the principal office of the person;

(4)  To an electronic address the person provides to the secretary of state for delivery; or

(5)  By providing, at no cost to the filer, access to a downloadable copy of the record from the secretary of state’s online corporate database.

(g)  Notwithstanding that any instrument authorized to be filed with the secretary of state under this chapter is filed inaccurately, defectively or erroneously executed, sealed or acknowledged, or otherwise defective in any respect, the secretary of state has no liability to any individual for the preclearance for filing, the acceptance for filing or the filing and indexing of such instrument by the secretary of state.

History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.