By StartBusinessByStatePublisher: Robert SmithResearch process
Rhode Island H 7477, 2026 Session · Signed by the Governor June 23, 2026 · Main changes effective January 1, 2028 · Updated October 19, 2026
Rhode Island H 7477 repeals the current Rhode Island Limited Liability Company Act and replaces it with a new chapter based on the Uniform Limited Liability Company Act. The new law starts January 1, 2028. It puts the operating agreement at the center of how an LLC runs and ends automatic “apparent authority” for members and managers.
What the law says
- New chapter. Chapter 7-16 is repealed and replaced with Chapter 7-16.1, based on the Uniform Limited Liability Company Act. It covers formation, operating agreements, members and managers, mergers, conversions, dissolution and winding up.
- Management. An LLC is member-managed unless its certificate says manager-managed. Members have equal rights. Extraordinary acts and changes to the operating agreement need everyone’s consent unless the agreement says otherwise.
- Authority. Being a member doesn’t by itself make someone an agent who can bind the LLC (section 7-16.1-301). An LLC can file an optional statement of authority saying who can sign (7-16.1-302).
- Limits on the operating agreement. It can’t eliminate certain core duties, excuse bad faith or unreasonably restrict members’ right to information.
- Annual report. Due between February 1 and May 1, starting the year after formation. It lists the name, principal office, mailing address or contact, and nature of business.
- Professional firms. Professional LLCs and LLPs must carry liability insurance of $50,000 per professional employee, at least $100,000 and up to $500,000, with a deductible up to $25,000 per claim per professional. Instead, they can set aside $500,000 in segregated funds.
Why it passed and what it fixes
The Legislative Council’s explanation, attached to the bill, says the act replaces the existing LLC act with a “newer and updated model act.” It says the act modernizes the rules for forming, dissolving, winding up, merging, converting and domesticating LLCs. LegiScan lists no fiscal note.
Old rules vs. new rules
| Before | After | |
|---|---|---|
| Governing law | Chapter 7-16 (RI LLC Act) | Chapter 7-16.1 (Uniform LLC Act) |
| Member authority | Statute gave apparent authority | Not an agent just by being a member |
| Statement of authority | Not available | Optional filing |
| Annual report fee | $50 | $50 |
| Annual report window | Feb. 1–May 1 | Feb. 1–May 1 |
Source: the bill text and official documents listed below.
Rhode Island LLC filing fees under the new chapter (7-16.1-122)
| Filing | Fee |
|---|---|
| Articles (certificate) of organization | $150 |
| Amendment | $50 |
| Merger | $100 |
| Dissolution | $50 |
| Certificate of good standing | $20 |
| Annual report | $50 |
| Foreign LLC registration | $150 |
| Name reservation | $50 |
Source: text of H 7477 Sub A. These match the current fees.
Who it affects
- Every LLC formed in or registered to do business in Rhode Island
- People forming an LLC from 2028 on
- Professional firms such as accounting, law and design practices
Who it doesn’t affect
- Corporations and partnerships that aren’t LLPs
- State filing fees, which stay the same
What it looks like for a small business
A two-member landscaping LLC with no written operating agreement. From 2028, the default rules apply: equal rights and unanimous consent for big decisions. A written agreement lets the owners set their own rules.
An LLC member signs a truck loan without telling the other member. Under the new act, being a member alone doesn’t make him an agent. A filed statement of authority can make clear who can sign.
A five-architect professional LLC. It needs $250,000 in coverage ($50,000 × 5), or $500,000 set aside.
Costs
- Filing fees: unchanged ($150 to form, $50 annual report)
- Statement of authority: optional
- Professional firms: insurance of $50,000 per professional, $100,000 minimum, $500,000 maximum
When it takes effect
The professional liability insurance section took effect on passage in June 2026. The new LLC act and annual report section take effect January 1, 2028. This summary uses Substitute A, the latest text LegiScan has. Check the final public law before you rely on details.
What to do now, step by step
- Find your operating agreement. If you don’t have a written one, write one before 2028.
- Decide who can sign contracts and borrow for the LLC, and consider filing a statement of authority.
- Check whether your certificate says member-managed or manager-managed.
- Keep filing the annual report between February 1 and May 1.
- Professional firms: confirm your liability insurance meets the new minimums.
Frequently asked questions
Do I have to re-form my LLC?
No. Once the new chapter is in effect, it governs all LLCs, including ones formed earlier. Your articles of organization are treated as your certificate of organization.
Do fees go up?
No. The fees in the new chapter match the current ones.
When does the new act start?
January 1, 2028. The professional insurance section took effect on passage in 2026.
What happens if I file my annual report late?
Under the current law, the late penalty is $25 a year, plus $100 if there’s a tax delinquency.
Is this the final text?
This page uses Substitute A, the latest text LegiScan has. Check the final public law before relying on details.
Related guides
Sources
This page summarizes the bill text and official sources. It is not legal advice. Check with your state agency for current rules.