The Secretary of State and Fees

R.I. Gen. Laws tit. 7, ch. 7-1.2, pt. 16

in effect

R.I. Gen. Laws § 7-1.2-1601 The secretary of state.

7-1.2-1601. The secretary of state. (a) The secretary of state has the reasonably necessary power and authority to enable him or her to administer this chapter efficiently and to perform the duties imposed upon the secretary by this chapter. (b) The secretary of state shall charge and collect in accordance with the provisions of this chapter: (1) Fees for filing documents and issuing certificates. (2) Miscellaneous charges. (3) License fees. (c) The secretary of state shall, between the first (1st) and fifteenth (15th) day of each month, make an itemized return, in writing, to the state controller of the amount of all fees and charges collected by him or her in the prior month, and pay to the general treasurer all of the state moneys in his or her hands. (d) All reports required by this chapter to be filed in the office of the secretary of state must be made on forms which are prescribed and furnished by the secretary of state. Forms for all other documents to be filed in the office of the secretary of state may be furnished by the secretary of state on request for the forms, but the use of the forms, unless otherwise specifically prescribed in this chapter, is not mandatory. (e)(1) If the secretary of state fails to approve any articles of incorporation, amendment, merger, or dissolution, or any other document required by this chapter to be approved by the secretary of state before the document is filed in his or her office, the secretary of state shall, within ten (10) days after the delivery of the document to the secretary of state, give written notice of disapproval to the person or corporation, domestic or foreign, delivering the document, specifying the reasons for the disapproval. From the disapproval the person or corporation may appeal to the superior court of the county in which the registered office of the corporation is, or is proposed to be, situated by filing with the clerk of the court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval of the document by the secretary of state; at which time the matter may be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct the secretary to take any action that the court deems proper. (2) If the secretary of state revokes the certificate of authority to transact business in this state of any foreign corporation pursuant to the provisions of §§ 7-1.2-1414 and 7-1.2-1415, in addition to the remedy provided in § 7-1.2-1416, the foreign corporation may likewise appeal to the superior court of the county where the registered office of the corporation in this state is situated, by filing with the clerk of the court a petition setting forth a copy of its certificate of authority to transact business in this state and a copy of the notice of revocation given by the secretary of state; at that time the matter may be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct the secretary to take any action that the court deems proper. (3) Appeals from all final orders and judgments entered by the superior court under this section in review of any ruling or decision of the secretary of state may be taken as in other civil actions. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

R.I. Gen. Laws § 7-1.2-1602 Fees and charges payable to the secretary of state upon filing, certifying or copying of papers.

7-1.2-1602. Fees and charges payable to the secretary of state upon filing, certifying or copying of papers. (a) The secretary of state shall charge and collect for filing: (1) Articles of incorporation and issuing a certificate of incorporation, seventy dollars ($70.00). (2) Articles of amendment and issuing a certificate of amendment, fifty dollars ($50.00). (3) Restated articles of incorporation, seventy dollars ($70.00). (4) Articles of merger or consolidation and issuing a certificate of merger or consolidation, one hundred dollars ($100). (5) An application to reserve a corporate name, fifty dollars ($50.00). (6) A notice of transfer of a reserved corporate name, fifty dollars ($50.00). (7)(i) Filing a statement of change of registered agent and registered office or filing a statement of change of registered agent, twenty dollars ($20.00). (ii) Filing a statement of change of registered office only, without fee. (8) A statement of the establishment of a series of shares, ten dollars ($10.00). (9) A statement of cancellation of shares, ten dollars ($10.00). (10) A statement of reduction of stated capital, ten dollars ($10.00). (11) A statement of intent to dissolve, without fee. (12) A statement of revocation of voluntary dissolution proceedings, ten dollars ($10.00). (13) Articles of dissolution, fifty dollars ($50.00). (14) An application of a foreign corporation for a certificate of authority to transact business in this state and issuing a certificate of authority, one hundred fifty dollars ($150). (15) An application of a foreign corporation for an amended certificate of authority to transact business in this state and issuing an amended certificate of authority, seventy-five dollars ($75.00). (16) A copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to transact business in this state, fifty dollars ($50.00). (17) A copy of articles of merger of a foreign corporation holding a certificate of authority to transact business in this state, fifty dollars ($50.00). (18) An application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, fifty dollars ($50.00). (19) An annual report, fifty dollars ($50.00). (20) Registered name application, fifty dollars ($50.00). (21) Certificate of good standing/letter of status, twenty dollars ($20.00). (22) Certificate of fact, thirty dollars ($30.00). (23) Any other statement or report, except an annual report, of a domestic or foreign corporation, ten dollars ($10.00). (24) A certificate of conversion to a non-Rhode Island entity, fifty dollars ($50.00). (b) The secretary of state shall charge and collect: (1) To withdraw the certificate of revocation of a corporation, whether domestic or foreign, a penalty in the amount of fifty dollars ($50.00) for each year or part of a year that has elapsed since the issuance of the certificate of revocation. (2) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, fifteen cents ($.15) per page and ten dollars ($10.00) for the certificate and affixing the seal to it. (3) At the time of any service of process on him or her as resident agent of a corporation, fifteen dollars ($15.00), which amount may be recovered as taxable costs by the party to the suit or action making the service if the party prevails in the suit or action. (c)(1) The secretary of state shall charge and collect from each domestic corporation license fees, based on the number of shares which it has authority to issue or the increase in the number of shares which it has authority to issue, at the time of: (i) Filing articles of incorporation; (ii) Filing articles of amendment increasing the number of authorized shares; and (iii) Filing articles of merger increasing the number of authorized shares which the surviving or new corporation, if a domestic corporation, has the authority to issue above the aggregate number of shares which the constituent domestic corporations and constituent foreign corporations authorized to transact business in this state had authority to issue. (2) The license fees charged to a domestic corporation are as follows: (i) One hundred sixty dollars ($160) for less than seventy-five million (75,000,000) authorized shares; and (ii) One-fifth (⅕) cent per share of each authorized share for seventy-five million (75,000,000) shares or greater. (3) The above license fee calculations also apply when a corporation files an amendment or merger showing an increase in authorized shares. (d)(1) The secretary of state shall charge and collect from each foreign corporation license fees at the time of: (i) Filing an application for a certificate of authority to transact business in this state; (ii) Filing articles of amendment which increased the number of authorized shares; and (iii) Filing articles of merger which increased the number of authorized shares which the surviving or new corporation, if a foreign corporation, has authority to issue above the aggregate number of shares which the constituent domestic corporations and constituent foreign corporations authorized to transact business in this state had authority to issue. (2) The license fees charged to a foreign corporation are as follows: (i) One hundred sixty dollars ($160) for less than seventy-five million (75,000,000) authorized shares represented in the State of Rhode Island; and (ii) One-fifth (⅕) cent per share of each authorized share for 75,000,000 shares or greater. (3) The above license fee calculations also apply when a corporation files an amendment or merger showing an increase in authorized shares. (4) The number of authorized shares represented in this state is that proportion of its total authorized shares which the sum of the value of its property located in this state and the gross amount of business transacted by it at or from places of business in this state bears to the sum of the value of all of its property, wherever located, and the gross amount of its business, wherever transacted. The proportion is determined from information contained in the application for a certificate of authority to transact business in this state or in the application for an amended certificate of authority to transact business in this state. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2011, ch. 52, § 2; P.L. 2011, ch. 61, § 2.

R.I. Gen. Laws § 7-1.2-1603 Penalties imposed upon officers and directors.

7-1.2-1603. Penalties imposed upon officers and directors. Any individual who signs any articles, statement, report, application, or other document intended to be filed with the secretary of state that is known to the individual to be false in any material respect, is guilty of a misdemeanor, and upon conviction of it may be fined in any amount not exceeding five hundred dollars ($500). For purposes of this chapter, a document is signed whether by any manual, facsimile or electronic signature. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1604 Interrogatories.

7-1.2-1604. Interrogatories. (a) The secretary of state may propound to any domestic or foreign corporation subject to the provisions of this chapter, and to any of its officers or directors, any interrogatories that may be reasonably necessary and proper to enable the secretary of state to ascertain whether the corporation has complied with all the applicable provisions of this chapter. The interrogatories must be answered within thirty (30) days after their mailing, or within any additional time that is fixed by the secretary of state, and the answers to the interrogatories must be full and complete and made in writing and under oath. If the interrogatories are directed to an individual they must be answered by him or her, and if directed to a corporation they must be answered by the president, vice president, secretary, or assistant secretary of the corporation. The secretary of state need not file any document to which the interrogatories relate until the interrogatories are answered as provided in these provisions, and not then if the interrogatory answers disclose that the document is not in conformity with the provisions of this chapter. The secretary of state shall certify to the attorney general, for any action that the attorney general deems appropriate, all interrogatories and their answers which disclose a violation of any of the provisions of this chapter. (b) Each corporation, domestic or foreign, that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the secretary of state, in accordance with the provisions of this chapter, is guilty of a misdemeanor and upon conviction of it may be fined in any amount not exceeding five hundred dollars ($500). (c) Interrogatories propounded by the secretary of state and the answers to the interrogatories are not open to public inspection, nor may the secretary of state disclose any facts or information obtained from them except insofar as the secretary’s official duty requires the facts or information to be made public or in the event the interrogatories or their answers are required for evidence in any criminal proceedings or in any other action by this state. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

R.I. Gen. Laws § 7-1.2-1605 Certificates and certain copies to be received in evidence.

7-1.2-1605. Certificates and certain copies to be received in evidence. All certificates issued by the secretary of state in accordance with the provisions of this chapter, and all copies of documents filed in his or her office in accordance with the provisions of this chapter when certified by the secretary, is prima facie evidence of the facts stated in them. A certificate by the secretary of state under the great seal of this state, as to the existence or nonexistence of the facts relating to corporations is prima facie evidence of the existence or nonexistence of the facts stated in them. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-16/INDEX.htmFetched: 10/20/2026