# Rhode Island S2780: AN ACT RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- UNIFORM PARTNERSHIP ACT -- THE RHODE ISLAND LIMITED LIABILITY COMPANY ACT . Rhode Island S2780, AN ACT RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- UNIFORM PARTNERSHIP ACT -- THE RHODE ISLAND LIMITED LIABILITY COMPANY ACT ., is a 2026 Regular Session Senate bill sponsored by Matthew L. LaMountain (Democratic); status signed, last action 2026-06-23 (Signed by Governor — Chapter 246); PRIA reads it as touching household money (as of 2026-11-01). - Canonical: https://policyrisk.com/state-bill/RI-S2780-2026 - As of: 2026-11-01 - Plain-text twin of the page above; the HTML and this file carry the same facts. ## Facts - Bill: Rhode Island S2780 - State: Rhode Island - Session: 2026 Regular Session - Title: AN ACT RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- UNIFORM PARTNERSHIP ACT -- THE RHODE ISLAND LIMITED LIABILITY COMPANY ACT . - Status: signed - Chamber: Senate - Introduced: 2026-03-04 - Last action: 2026-06-23, Signed by Governor — Chapter 246 - Sponsor: Matthew L. LaMountain (Democratic) - Cosponsors: 2 - Touches household money: yes - Roll calls: 2 (104 yes, 1 no in all) - Economic provisions PRIA read: 52 ## Summary No summary available. ## Bill overview: provisions PRIA read - Convert an LLC or into one: benefit, low. A Rhode Island LLC can convert into another entity type, or a foreign entity can become a Rhode Island LLC, if its home law allows. The conversion plan must be in writing and name both entities, list the jurisdictions and types, explain how interests convert, and include the proposed public record… - New Rhode Island LLC law and dates: benefit, low. Rhode Island creates a new Limited Liability Company law. Section 1 takes effect when the act is signed. Sections 2 and 3 take effect January 1, 2028. The law clarifies what a certificate of organization is and standardizes many key LLC terms. This gives organizers, members, and agents clearer rule… - Option to form low-profit LLC: benefit, low. You can form a low‑profit LLC (L3C) to further charitable or educational goals. The articles must say income is not a significant purpose and no political purpose. If the company no longer meets the rules, it must drop L3C status and change its name. L3Cs follow the same LLC rules otherwise. - How courts apply the new LLC law: benefit, low. Courts and lawyers aim to apply this law the same way other states do. Lawsuits and rights that started before this chapter took effect stay under the old law. - LLC basics: entity and membership: benefit, low. An LLC is separate from its members and can exist forever. It can form for any lawful purpose, including nonprofit aims. The LLC can sue and be sued in its own name. You can become a member by the operating agreement, a covered transaction, or unanimous consent. Someone can be a member without maki… - Operating agreements now clearly control: benefit, low. Your operating agreement binds the LLC even if the company did not sign it. New members are treated as agreeing to it. When a filed public record conflicts with the operating agreement, members and managers follow the agreement, while outsiders can rely on the public record. Amendments after someon… - Uniform merger and conversion rules: benefit, low. The law sets clear definitions and standard steps for mergers, interest exchanges, conversions, and domestications. Merger plans must be in writing and state each party’s name, jurisdiction, entity type, and how interests convert, plus any changes to public or private governing documents. Plans may… - Liability insurance for professional LLCs: cost, high. LLCs that provide professional services must carry liability insurance if it is reasonably available. Coverage must equal $50,000 per professional employee, with at least $100,000 and no more than $500,000 total. The deductible per claim may be no more than $25,000 times the number of professional… - Penalty for naming fake agent: cost, medium. It is a crime to list a registered agent without that person’s permission. A violator can be fined up to $1,000, jailed up to one year, or both. - LLC tax filing, fees, penalties: cost, medium. LLCs must file an annual return and pay an annual charge. If taxed as a corporation federally, the LLC pays corporate taxes; if not, it pays a fee equal to the corporate minimum tax. For noncorporate LLCs, the charge is due by the 15th day of the fourth month after the fiscal year ends. For tax yea… - Annual LLC report and late penalty: cost, low. All Rhode Island and registered foreign LLCs must file an annual report each year between February 1 and May 1. Your first report is due in that window the year after your certificate became effective. Proof of mailing by May 1 counts. If you file more than 30 days late, you owe a $25 penalty for e… - Set fees for LLC filings: cost, low. Key state fees now apply: $150 to form, $50 to amend or file an annual report, $100 to file a merger, and $50 to dissolve. Other fees include $20 for good standing, $30 for a certificate of fact, copies at 15¢/page plus $10 to certify, $50 to reserve a name or file a fictitious name, and $20 to cha… - New uniform LLC law takes over: mixed, high. Rhode Island replaces many old LLC rules with a new uniform LLC law. It repeals prior sections on distributions, membership interests, creditor remedies, dissolution, and foreign company rules. Before January 1, 2027, the new law applies to newly formed LLCs and to older LLCs that opt in; starting… - Rules and insurance for professional firms: mixed, high. LLCs may offer professional services if licensing rules allow. State agencies can set rules for professional LLCs. Registered LLPs that render professional services must carry liability insurance if reasonably available: $50,000 per professional employee, with at least $100,000 and no more than $50… - Interest transfers and creditor remedies: mixed, medium. You may transfer your economic interest without causing a breakup. A transferee usually gets only distribution rights, not management or record access. A judgment creditor’s exclusive remedy is a charging order to capture distributions. Courts can appoint a receiver and may foreclose if distributio… - LLC duties, voting, and protections: mixed, medium. By default, members run the LLC unless the formation papers say managers do. Ordinary matters take a majority; big changes often need everyone. Members or managers owe duties of loyalty, care, and good faith. All members can approve a conflict deal after full disclosure. The LLC must reimburse prop… - LLC shield stronger; pros still liable: mixed, medium. LLC debts belong to the company, not to owners or managers just because of their roles. Skipping company formalities, by itself, does not make an owner personally liable. Licensed professionals remain personally liable for their own negligence or misconduct. The LLC is also liable when members or a… - New LLC payout and distribution rules: mixed, medium. The law replaces old default payout rules for LLC members. Profit and cash splits no longer default to each member’s capital value. There is no automatic right to interim payouts or special cash-only rights unless your operating agreement says so. When an interim payout is made, it is usually in eq… - New rules for LLC owner lawsuits: mixed, medium. As a member, you can sue directly for your own rights if you show a personal injury, not just harm to the company. To sue for the company, you must first demand action (or show it is futile) and state the details in the complaint. The court may pause discovery while an independent special litigatio… - New rules for out-of-state LLCs: mixed, medium. Rhode Island removes the old certificate that authorized foreign LLCs to do business. Prior rules about doing business without registration and serving papers through the secretary of state are repealed. Flexible name-registration, prompt correction filings, conversion transfer of authority, and th… - Rules for foreign LLC status: mixed, medium. Foreign LLCs can keep Rhode Island registration after a merger or conversion by filing a transfer request and a good‑standing certificate. The Secretary of State may revoke a foreign LLC’s authority for fraud, unpaid fees or taxes, missing reports, or lacking a registered agent, but must give at le… - Stronger rules for LLC filings: mixed, medium. To form an LLC, file a certificate with your name, principal office, and Rhode Island registered agent. Authorized people must sign, and signers affirm truth under penalty of perjury. If a filed record is wrong or becomes wrong, you must promptly correct it. Courts can order a holdout to sign or al… - Member contributions and payout rules: mixed, medium. Member contributions can be property, services, other benefits, or a promise to provide them. A duty to contribute does not end because of death, disability, or termination. If a promised non-cash contribution fails, the LLC can require cash equal to its value. Members or managers who approve an il… - Old LLC chapter and defaults repealed: mixed, medium. Rhode Island repeals its prior LLC law and its old default rules. The repeal removes past requirements and defaults on resident agents, manager and member voting, manager duties and liability limits, agency rules, and recordkeeping and inspection rights. It also removes old capital‑contribution and… - Filings give public notice after 90 days: mixed, low. The law sets when people are treated as having notice of key LLC events. Non‑members are deemed to have notice 90 days after certain filings take effect, like dissolution, termination, or a merger, exchange, conversion, or domestication. This creates predictable timelines for businesses and counter… - Forming an LLC and business names: mixed, low. Articles of organization must list the LLC name, Rhode Island resident agent, federal tax treatment, principal office (if known), and whether members or managers run the company. An authorized person or attorney‑in‑fact may sign. Your LLC name must include “limited liability company” or “l.l.c.” (o… - How business filings work in RI: mixed, low. Filings must follow state rules, be in English, and be signed by an authorized person under penalty of perjury. A filing takes effect when the state issues the certificate, or on a later date you set within 90 days. You can withdraw a filing before it takes effect or correct errors; corrections rel… - How courts handle insurance compliance: mixed, low. When someone challenges whether a registered limited liability partnership met its insurance or fund requirement, the court decides it. The person who claims limited liability must prove compliance. If the firm is in compliance, that proof is kept from the jury when deciding liability or damages. - How to wind up and pay claims: mixed, low. After dissolution, the LLC must wind up: pay debts, settle claims, and distribute assets. It can keep running for a reasonable time to preserve value and must file a dissolution statement that certifies no outstanding tax obligations and that fees and taxes are paid. If no members remain, a legal r… - Interest exchange deals and approvals: mixed, low. An LLC or another entity can acquire all of a class of interests in exchange for cash, securities, property, or rights, if authorized. The exchange plan must be in writing and name the parties, how interests convert, and any charter or operating‑agreement changes. For a domestic acquired LLC, all v… - LLC agreements face guardrails: mixed, low. An operating agreement cannot waive certain core rules, like basic duties, filing needs, or accountability for bad faith and willful misconduct. It also cannot unreasonably block member information rights or override key dissolution and winding‑up rules. Membership alone does not make a person an a… - LLC conversions: approvals and effects: mixed, low. To convert an LLC to another form, all members must approve unless your operating agreement allows fewer and you agreed to that rule. Members who will have post‑conversion liability must approve in writing. You can amend or abandon a filed plan before it takes effect, and you must file a conversion… - LLC filings, certificates, and privacy: mixed, low. The Secretary of State must file compliant records and give a time‑stamped copy. If a filing is refused, you get a written reason within 10 business days and can ask Superior Court to order filing. Filed copies can be delivered to your agent, office, or as a free online download. On request, you ca… - LLC naming, DBA, and reservations: mixed, low. Your name must include LLC, and new professional companies must use PLLC. Low‑profit LLCs must include L3C. You can reserve a name for 120 days. You can register a foreign LLC name for one year and renew it. To use a fictitious name (DBA), file a statement and pay $50; you cannot sue under that nam… - LLC revocation and getting reinstated: mixed, low. The Secretary of State can revoke an LLC for fraud, unpaid taxes or fees, missing filings, or no registered agent, after at least 60 days’ mailed notice. A revoked LLC still exists but may only wind up, and its registered agent remains in place. Within 20 years, the company can be reinstated by fil… - Member and former member records access: mixed, low. In a member‑managed LLC, members can inspect and copy records that matter to their rights with reasonable notice. In a manager‑managed LLC, ask in writing, state a related purpose, and the company must reply in 10 days about what it will provide. Former members can get records about the period when… - Member exits, death, and rights: mixed, low. A member can withdraw at any time. Leaving in breach of the operating agreement or too early in winding up can make the person pay damages. The law lists events that end membership, including written withdrawal, expulsion, foreclosure transfer, death, incapacity, bankruptcy, certain mergers or conv… - Mergers: filings, dates, effects: mixed, low. Merging entities must certify they owe no taxes and have paid all fees and taxes. If the survivor is a Rhode Island LLC, the merger is effective when the articles of merger are effective. For other survivors, it is effective on the later of the other law’s date or the articles’ effective date. When… - Merging companies: filings and service: mixed, low. You must file articles of merger listing each party’s name, jurisdiction, type, and approval, plus any required organic records. Parties may amend a plan only as allowed, and members can vote on changes that materially affect them. A filed merger can be abandoned before it takes effect by filing a… - Moving an LLC’s legal home: mixed, low. An LLC can change its legal home (domesticate) into or out of Rhode Island if both places’ laws allow it. The plan must state names, how interests convert, and include the new certificate and any operating‑agreement text that must be in a record. All members must approve unless the operating agreem… - Name rules change; $50 fee gone: mixed, low. The $50 filing fee for each statement is eliminated. You can no longer reserve or transfer an LLC name in advance. An LLC may now use a fictitious business name even if it matches another registered entity’s name. - Operating agreements and member duties updated: mixed, low. An LLC’s operating agreement now governs member and manager rights unless the statute says otherwise. Rhode Island law controls an LLC’s internal affairs and member/manager liability. The law lets operating agreements change some fiduciary duties if the term is not manifestly unreasonable, but it c… - Registered agent and service rules: mixed, low. Every LLC must keep a registered agent with a Rhode Island business address. Agents can resign by filing; the resignation takes effect after 31 days or when a new agent is named. If the agent is missing or not on file, the Secretary of State accepts service and mails it to the company. Service on a… - Rules for conflicted LLC deals: mixed, low. Acting in your own interest is not a breach by itself. You can defend a challenged deal by showing it was fair to the LLC. For certain permitted transactions, a member’s rights from that deal are treated like a nonmember’s, which can limit management and record access for that deal. - Transferring LLC interests and liability: mixed, low. Your economic interest in an LLC is personal property and can be transferred. If a transferee later becomes a member, they are responsible for member obligations they knew about when they joined. Buyers get clarity on what they receive and what they may owe. - When an LLC must dissolve: mixed, low. An LLC dissolves when its agreement says so, when all members consent, or after 90 days with no members unless transferees fix it by adding a member. A court can order liquidation or dissolution for deadlock, fraud, serious internal harm, unpaid debts, or waste. The court may also order other remed… - Electronic signature limits apply: mixed, low. State law changes how electronic signatures and deliveries work with the federal ESIGN Act. It does not change Section 101(c) and does not allow e‑delivery of the notices listed in Section 103(b). Businesses that use e‑signatures must follow these state limits. - Creditor claims and LLC shutdowns: mixed, low. A dissolved LLC can send written notice to known claimants and give at least 120 days to submit claims; late claims are barred. If a timely claim is rejected, the claimant has 90 days to sue. The LLC may also publish notice; most actions must start within three years after publication or be barred.… - Merger approvals and investor rights: mixed, low. Domestic LLCs can merge with domestic or foreign entities if authorized. A domestic merging LLC needs approval from all members entitled to vote, and members who would be personally liable after the merger must approve in writing unless the operating agreement says otherwise. Investors have apprais… - Move your LLC across states: mixed, low. You can amend or abandon a domestication plan; material changes need member approval. To domesticate, file a statement naming both entities, confirm approval, and attach the new certificate of organization. When effective, the company continues as the same legal entity; assets, debts, and rights ca… - Recorded authority and denial filings: mixed, low. A recorded statement of authority can conclusively protect a buyer who pays value and does not know otherwise. For real estate, record a certified copy in the land records for this protection. A later cancellation, limiting filing, or five‑year lapse can end that protection. If you are named with g… - Rules for out-of-state LLCs in Rhode Island: mixed, low. A foreign LLC’s home law controls its internal affairs and member liability. A foreign LLC must register before doing business here; unregistered companies cannot start lawsuits in Rhode Island courts. To register, file a statement with your name (or an approved alternate), formation state, busines… ## Sponsors and cosponsors - Sponsor: Matthew L. LaMountain (Democratic), Senate - Cosponsor: John P. Burke (Democratic), Senate - Cosponsor: Andrew R. Dimitri (Democratic), Senate ## Roll call votes | Date | Chamber | Motion | Result | Yes | No | Other | | --- | --- | --- | --- | --- | --- | --- | | 2026-06-11 | House | LIMITED LIABILITY COMPANY ACT PASSAGE | pass | 67 | 0 | | | 2026-06-10 | Senate | UNIFORM PARTNERSHIP ACT -- RI LIMITED LIABILITY COMPANY ACT Passage | pass | 37 | 1 | | ## Actions (12) - 2026-06-23: Signed by Governor — Chapter 246 (Governor) - 2026-06-18: Transmitted to Governor (Governor) - 2026-06-11: House passed Sub A in concurrence (House) - 2026-06-11: Placed on the House Consent Calendar (06/11/2026) (House) - 2026-06-10: Senate passed Sub A (Senate) - 2026-06-09: Placed on Senate Calendar (06/10/2026) (Senate) - 2026-06-09: Committee recommends passage of Sub A - 2026-06-08: Proposed Substitute - 2026-06-05: Scheduled for consideration (06/09/2026) - 2026-03-31: Committee recommended measure be held for further study - 2026-03-27: Scheduled for hearing and/or consideration (03/31/2026) - 2026-03-04: Introduced, referred to Senate Commerce (Senate) ## Bill text - S2780 - As Introduced, 2026-03-04: [HTML](https://webserver.rilegislature.gov/BillText26/SenateText26/S2780.htm), [PDF](https://webserver.rilegislature.gov/BillText26/SenateText26/S2780.pdf) - S2780 - Substitute, 2026-03-04: [HTML](https://webserver.rilegislature.gov/BillText26/SenateText26/S2780A.htm), [PDF](https://webserver.rilegislature.gov/BillText26/SenateText26/S2780A.pdf) ## Related bills - S3047: AN ACT RELATING TO COURTS AND CIVIL PROCEDURE -- PROCEDURE GENERALLY -- DISTRICT COURT PRACTICE . (became law) - H8605: JOINT RESOLUTION MAKING AN APPROPRIATION TO PAY CERTAIN CLAIMS . (became law) - H8580: AN ACT RELATING TO THE NORTH TIVERTON FIRE DISTRICT . (became law) - H8586: AN ACT RELATING TO HIGHWAYS -- RHODE ISLAND TURNPIKE AND BRIDGE AUTHORITY . (became law) - H8525: AN ACT RELATING TO TAXATION -- LEVY AND ASSESSMENT OF LOCAL TAXES . (became law) - H8506: AN ACT RELATING TO TOWNS AND CITIES -- RELATING TO CENTRAL FALLS PENSION PLAN . (became law) ## Sources - [S2780 - As Introduced (HTML)](https://webserver.rilegislature.gov/BillText26/SenateText26/S2780.htm) - [S2780 - As Introduced (PDF)](https://webserver.rilegislature.gov/BillText26/SenateText26/S2780.pdf) - [S2780 - Substitute (HTML)](https://webserver.rilegislature.gov/BillText26/SenateText26/S2780A.htm) - [S2780 - Substitute (PDF)](https://webserver.rilegislature.gov/BillText26/SenateText26/S2780A.pdf) ## Related - [S3047: AN ACT RELATING TO COURTS AND CIVIL PROCEDURE -- PROCEDURE GENERALLY -- DISTRIC…](https://policyrisk.com/state-bill/RI-S3047-2026) - [H8605: JOINT RESOLUTION MAKING AN APPROPRIATION TO PAY CERTAIN CLAIMS .](https://policyrisk.com/state-bill/RI-H8605-2026) - [H8580: AN ACT RELATING TO THE NORTH TIVERTON FIRE DISTRICT .](https://policyrisk.com/state-bill/RI-H8580-2026) - [H8586: AN ACT RELATING TO HIGHWAYS -- RHODE ISLAND TURNPIKE AND BRIDGE AUTHORITY .](https://policyrisk.com/state-bill/RI-H8586-2026) - [H8525: AN ACT RELATING TO TAXATION -- LEVY AND ASSESSMENT OF LOCAL TAXES .](https://policyrisk.com/state-bill/RI-H8525-2026) - [H8506: AN ACT RELATING TO TOWNS AND CITIES -- RELATING TO CENTRAL FALLS PENSION PLAN .](https://policyrisk.com/state-bill/RI-H8506-2026) - [Rhode Island bills](https://policyrisk.com/states/rhode-island/bills) - [Rhode Island state hub](https://policyrisk.com/states/rhode-island) - [All state legislation](https://policyrisk.com/state-bills) Source: PRIA, https://policyrisk.com/state-bill/RI-S2780-2026 (as of 2026-11-01).