How to Amend Articles of Organization in Rhode Island (2024)


Steve Bennett
Steve Bennett
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Amend Rhode Island Articles of Organization

Amendment of Articles of Organization is required when you make changes to your LLC. While forming an LLC in Rhode Island, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Articles of Organization, you must file the Amendment to Articles of Organization with Rhode Island SOS.

To amend your Rhode Island Articles of Organization, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the Rhode Island SOS. The process is not a lengthy one. In this article, LLCBuddy editors shared how to amend Rhode Island Articles of Organization without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.

What is Articles of Organization in Rhode Island?

The Articles of Organization is a document that is required to form an LLC in Rhode Island. The document must be submitted online or by mail to the Rhode Island Secretary of State. Certain details need to be added while filing the Rhode Island Articles of Organization. The following are the points to be added to the formation document at the time of LLC registration-

articles of organization
  • Name of your Rhode Island LLC
  • The principal address of the LLC
  • Name and address of the Rhode Island Resident Agent
  • Names of all the members and managers of the LLC
  • Summary of the LLC’s operation
  • Start date of the LLC
  • Purpose of the LLC
  • Signature of all the members and managers of the LLC

How to Amend Rhode Island Articles of Organization

Changes such as name, physical address of the business, address or/and name of the Rhode Island Resident Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Articles of Organization in Rhode Island. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in Rhode Island LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Amendment to Articles of Organization with Rhode Island Secretary of State.

Step 2: Draft the Rhode Island Amendment to Articles of Organization

The next step is to draft the Amendment. To Amend the Articles of Organization, you need the following-

  • Name of the LLC
  • Purpose of the LLC
  • Entity filing number
  • Amendments
  • Members and Managers’ signature.
  • Along with these details, LLCs must submit more documents to the Rhode Island SOS.

Step 3: File Rhode Island Amendment to Articles of Organization

To file the Amendment to Articles of Organization in Rhode Island, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in Rhode Island, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).

For the online filing, the form must be submitted using the Rhode Island Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the Division of Business Services, 148 W. River Street, Providence, RI 02904. The amendment filing fee of $50 must be paid at the time of form submission.

Why Amend Articles of Organization?

There are six reasons why you need to file the Amendment to Articles of Organization in Rhode Island. Following are the six points to note-

Change of Rhode Island LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the Rhode Island SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of Rhode Island LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then Rhode Island LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the Rhode Island SOS.

Change of Rhode Island LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of Rhode Island LLC: The purpose of the LLC is mentioned in the Articles of Organization when it is filed. If the purpose is changed at any time, for example, a non-profit in Rhode Island changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of Rhode Island Tax Structure: The Rhode Island LLC classification of taxes is mentioned in the Articles of Organization at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with Rhode Island SOS.

Cost to File Rhode Island Amendment to Articles of Organization

The cost of filing the Amendment Certificate in Rhode Island is $50. For other types of filing costs, please visit the official website of Rhode Island Secretary of State.

Penalties for Not Filing Amendment to Articles of Organization

Failure to amend Rhode Island Articles of Organization can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in Rhode Island. Another consequence of not filing an amendment in Rhode Island is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How do I amend the Articles of Organization in Rhode Island?
To amend the Articles of Organization in Rhode Island, you must submit a Certificate of Amendment to the Secretary of State.
What is the filing fee for amending the Articles of Organization in Rhode Island?
The filing fee for amending the Articles of Organization in Rhode Island is $50.
Can I make changes to the company name in the Articles of Organization in Rhode Island?
Yes, you can make changes to the company name in the Articles of Organization in Rhode Island by submitting a Certificate of Amendment.
Do I need to provide a reason for amending the Articles of Organization in Rhode Island?
No, you do not need to provide a reason for amending the Articles of Organization in Rhode Island.
How long does it take to process an amendment to the Articles of Organization in Rhode Island?
It typically takes about 7-10 business days to process an amendment to the Articles of Organization in Rhode Island.
Can I amend the registered agent information in the Articles of Organization in Rhode Island?
Yes, you can amend the registered agent information in the Articles of Organization in Rhode Island by filing a Certificate of Amendment.
Is there a deadline for amending the Articles of Organization in Rhode Island?
There is no specific deadline for amending the Articles of Organization in Rhode Island, but it is recommended to do so promptly.
Can I change the business purpose in the Articles of Organization in Rhode Island?
Yes, you can change the business purpose in the Articles of Organization in Rhode Island by filing a Certificate of Amendment.
What information do I need to include in the Certificate of Amendment for Rhode Island?
You will need to include the name of the company, the current filing number, and the specific changes being made in the Certificate of Amendment for Rhode Island.
Can I amend the members or managers listed in the Articles of Organization in Rhode Island?
Yes, you can amend the members or managers listed in the Articles of Organization in Rhode Island by filing a Certificate of Amendment.
Do I need to notify the Rhode Island Department of State if I amend the Articles of Organization?
Yes, you must notify the Rhode Island Department of State by filing a Certificate of Amendment when you make changes to the Articles of Organization.
Can I make multiple changes in a single Certificate of Amendment in Rhode Island?
Yes, you can make multiple changes in a single Certificate of Amendment in Rhode Island as long as they are clearly specified.
How can I obtain a copy of the Articles of Organization for my Rhode Island business?
You can request a copy of the Articles of Organization for your Rhode Island business from the Secretary of State’s office.
What happens after I file a Certificate of Amendment in Rhode Island?
After you file a Certificate of Amendment in Rhode Island, the changes will be recorded, and you will receive a stamped copy for your records.
Can I file a Certificate of Amendment online for my Rhode Island business?
Yes, you can file a Certificate of Amendment online for your Rhode Island business through the Secretary of State’s website.
What if there is an error in the Certificate of Amendment submitted in Rhode Island?
If there is an error in the Certificate of Amendment submitted in Rhode Island, you can file an amended Certificate with the corrected information.
Do I need to update any other state or federal agencies after amending the Articles of Organization in Rhode Island?
You may need to update other state or federal agencies, such as the IRS or Department of Revenue, after amending the Articles of Organization in Rhode Island.
Can I dissolve my Rhode Island company through the amendment process?
No, a company dissolution requires a separate filing process in Rhode Island, not an amendment to the Articles of Organization.
Can I change the business address in the Articles of Organization in Rhode Island?
Yes, you can change the business address in the Articles of Organization in Rhode Island by filing a Certificate of Amendment.
What happens if I fail to amend the Articles of Organization in Rhode Island after making changes?
Failure to amend the Articles of Organization in Rhode Island after making changes may result in outdated or inaccurate information on file with the state.
Can a non-member sign the Certificate of Amendment for a Rhode Island LLC?
Yes, a non-member can sign the Certificate of Amendment for a Rhode Island LLC if they are authorized to do so by the members or managers.
Can I change the duration of the company in the Articles of Organization in Rhode Island?
Yes, you can change the duration of the company in the Articles of Organization in Rhode Island by filing a Certificate of Amendment.
Can I amend the number of authorized shares in the Articles of Organization in Rhode Island?
Yes, you can amend the number of authorized shares in the Articles of Organization in Rhode Island by filing a Certificate of Amendment.
Can I remove outdated language from the Articles of Organization in Rhode Island?
Yes, you can remove outdated language from the Articles of Organization in Rhode Island by filing a Certificate of Amendment.
Do I need to publish notice of the amendment in a newspaper in Rhode Island?
No, there is no requirement to publish notice of the amendment in a newspaper in Rhode Island.
Can I reinstate a previously revoked company through the amendment process in Rhode Island?
No, reinstating a previously revoked company in Rhode Island requires a separate reinstatement process, not just an amendment to the Articles of Organization.
Can I add additional business activities to the Articles of Organization in Rhode Island?
Yes, you can add additional business activities to the Articles of Organization in Rhode Island by filing a Certificate of Amendment.
Do I need to obtain written consent from all members to amend the Articles of Organization in Rhode Island?
It is typically recommended to obtain written consent from all members before amending the Articles of Organization in Rhode Island.
Can I amend the organizational structure in the Articles of Organization in Rhode Island?
Yes, you can amend the organizational structure in the Articles of Organization in Rhode Island by filing a Certificate of Amendment.
Where can I find the Amendment form for Rhode Island Articles of Organization?
The Amendment form for Rhode Island Articles of Organization can be found on the Secretary of State’s website.

Also Read

In Conclusion

While running a limited liability company in Rhode Island, it might be possible to make changes. From the name of the business to the Resident Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Amendment to Articles of Organization is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.

This article shares all the important steps you need to follow to file the Amendment to Articles of Organization in Rhode Island. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. By following the steps outlined in this article and submitting the necessary documents to the Rhode Island Secretary of State, LLCs can successfully amend their Articles of Organization and maintain compliance with state regulations.

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