Form 450 - Llc Application For Registration - 2012

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STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State
Division of Business Services
148 W. River Street
Providence, Rhode Island 02904-2615
(401) 222-3040
INSTRUCTIONS FOR FILING AN APPLICATION FOR REGISTRATION
BY A FOREIGN LIMITED LIABILITY COMPANY
Section 7-16-49 of the General Laws of Rhode Island, as amended
The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant statutory
provision. This form and the information provided are not substitutes for the advice and services of an attorney
and/or tax specialist.
1. Before transacting business in this state, a foreign limited liability company or foreign low-profit limited liability
company shall register with the secretary of state. In order to register, the limited liability company must file an
Application for Registration (Form No. 450) with the Office of the Secretary of State, Division of Business Services, at
the above address. When the Application for Registration is properly completed, signed by a person with authority to
do so under the laws of the state or other jurisdiction of its organization, submitted with the correct filing fee and the
Certificate of Good Standing noted in item 2 below, a Certificate of Registration shall be issued. (If the foreign limited
liability company shall be rendering professional services as defined in Sections 7-16.3.1 and 7-5.1-2, or if the foreign
limited liability company falls under the jurisdiction of a regulatory agency, please call this office for further instructions
prior to submitting the Application for Registration.)
2. The Application for Registration must be accompanied by a Certificate of Good Standing duly authenticated by the
secretary of state or other authorized officer of the jurisdiction under which the foreign limited liability company was
organized. The certificate of good standing must be dated within sixty (60) days of the filing of the Application for
Registration.
3. The Application for Registration by a Foreign Limited Liability Company must be accompanied by a filing fee of
$150.00, and checks are to be made payable to "Secretary of State".
4. The name of any foreign limited liability company or foreign low-profit limited liability company must be
“distinguishable upon the records of the secretary of state.” This means the Office of the Secretary of State will deny
a request for a name if such name is identical to or not distinguishable from any entity, name reservation, or
registration on file with the Business Section of the Division of Business Services. The name shall contain the words
“limited liability company” or the upper or lower case letters “l.l.c.” with or without punctuation. If the company is a duly
organized low-profit limited liability company, the name shall contain the words "low-profit limited liability company" or
the upper or lower case letters "L3C". A preliminary name availability check can be made by checking the Name
Availability Database on our website, or by phoning us at the above telephone number. This preliminary check is not
statutorily required, is not binding upon the Secretary of State, and does not ensure that the name will be available
upon filing the Application for Registration. It is suggested that you do not make any financial expenditures or
execute documents utilizing the name based upon a preliminary name availability check. The final determination as
to availability of the name will be made when the documents are submitted for filing.
5. Each foreign limited liability company shall have and continuously maintain in this state a resident agent upon whom
any process, notice or demand required or permitted by law to be served upon the limited liability company may be
served. The agent may be either an individual resident in this state, or a corporation, limited partnership or limited
liability company, in each case either domestic or one authorized to transact business in this state. The address of
the resident agent must be street address, not a post office box.
6. The foreign limited liability company is responsible for filing an annual report each calendar year between September
1 and November 1, beginning with the year following the year in which its Application for Registration was filed with
the secretary of state. An annual report form will be mailed to the resident agent prior to September 1 each year. Be
sure to follow up with your resident agent concerning the filing of this report.
7. Failure to comply with Nos. 5 and 6 above may result in the revocation of the Certificate of Registration pursuant to
the provisions of Section 7-16-41 of the General Laws, as amended.

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