On July 3, 2021, Governor Daniel McKee signed An Act Relating to Corporations, Associations and Partnerships (H 5984A/S 0789A) changing the statutory requirements for domestic and foreign entities filing annual reports with the Rhode Island Secretary of State. The biggest change for business owners and their advisors is that all annual reports will be due to be filed on May 1 of each year. In the past, business corporations, non-profit corporations and limited liability companies each had a different filing window for Rhode Island annual reports. This was a logistical necessity when the Rhode Island Secretary of State was processing tens of thousands of hard copy filings, but often caused confusion for individuals involved with different entity types, and required on-going attention throughout the year from firms assisting business owners with their annual report obligations. As the Secretary of State has shifted to online annual report filings, it now has the capacity to process the annual reports for all entity types at once, and different filing periods are no longer required.

In addition to streamlining the filing deadline for all Rhode Island foreign and domestic entities, the Act also removed the requirement for business entities to report information which cannot be changed by filing an annual report. For example, corporations no longer are required to include a statement of their authorized number and classes of shares or their registered agent information with their annual reports. Similarly, limited liability companies are no longer required to provide the name and address of their managers (if any) or their registered agent information with their annual reports. Changes to that information can only be made by filing an amendment of an entity’s Articles or a Change of Registered Agent, respectively, and removing their inclusion on annual reports eliminates potential errors and conflicts between documents filed with the Secretary of State.