The bill amends the Rhode Island Business Corporation Act, the Rhode Island Nonprofit Corporation Act, and the Uniform Partnership Act to clarify the requirements for foreign corporations and other entities conducting business in the state. It expands the definition of "transacting business" to include activities performed without a physical presence in Rhode Island, such as advertising or providing services to residents. Foreign corporations are now required to obtain a certificate of authority before conducting business, with penalties for noncompliance including civil fees and potential legal action by the attorney general.

The bill raises the penalties for failing to file annual reports from $25 to $200 and introduces enhanced civil penalties based on gross receipts for noncompliance. It establishes new filing requirements and penalties for limited partnerships, limited liability companies, and individuals conducting business in the state. Individuals are mandated to obtain a business activity certificate, which must be renewed annually, regardless of physical presence. Civil penalties for failing to register or renew this certificate are introduced, including arrearages for unpaid fees and additional fines for each month of noncompliance.

Furthermore, the legislation stipulates that individuals conducting business without the required filings cannot maintain legal actions in state courts until they comply. It also provides that noncompliance with secretary of state filing obligations constitutes an unfair or deceptive act or practice. Overall, the bill aims to enhance regulatory compliance, consumer protections, and accountability among businesses operating in Rhode Island.

Statutes affected:
7844: 7-6-94, 7-12.1-913, 7-13.1-212