S 2944Licensing & Accreditation

Corporations, Associations, and Partnerships - Rhode Island Business Corporation Act

This bill raises business late filing fees and requires out-of-state companies and sole proprietors to register with the state.

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Introduced Mar 4, 2026Committee Senate Judiciary

Plain-English Summary

This legislation updates Rhode Island's business registration laws to ensure tighter compliance and transparency. It significantly increases the penalty for failing to file annual reports from $25 to $200 for corporations, nonprofits, partnerships, and LLCs. The bill clarifies that out-of-state companies, particularly those handling insurance claims, must register with the Secretary of State even if they lack a physical office but provide services to residents. It also introduces a "Business Activity Certificate" for sole proprietors and imposes substantial civil penalties, including fines based on gross receipts, for businesses operating without proper registration.

For younger readers

Imagine running a lemonade stand or a club. This bill changes the rules for how businesses sign up to be part of the "club" in Rhode Island. It says that businesses from other places that do work for people in Rhode Island must sign up with the state, even if they don't have a building there. If a business forgets to send in its yearly homework (a report), they now have to pay a much bigger fine of $200. It also says that if a business works without signing up, they will get in trouble and pay money.

Who & Where It Applies

Impacted groups

Foreign corporationsSole proprietorsInsurance companiesNonprofit organizationsSmall business owners

Impacted communities

All

Constitutional & Fiscal Check

The bill expands the definition of "transacting business" to include entities without physical presence, potentially conflicting with the Dormant Commerce Clause if deemed an undue burden on interstate commerce. The enhanced civil penalty of up to 12% of gross receipts could be challenged under the Excessive Fines Clause or Due Process Clause if the penalty is grossly disproportionate to the offense of failing to register.

Estimated cost

None

Estimated revenue

Late filing penalty: $200/year per entity; Business Activity Certificate: $20/filing; Civil penalties: $300/month plus up to 12% of gross receipts for non-compliant foreign entities

Bill Analysis

Both viewpoints

For Progressives

Strengthens consumer protection by classifying the failure of a business to properly register as a deceptive trade practice, providing legal recourse for citizens dealing with illegitimate or unaccountable entities.
Increases corporate accountability by mandating that out-of-state companies, particularly insurance adjusters, register and pay fees if they profit from Rhode Island residents, ensuring they contribute to the state's system.
Generates additional state revenue through increased penalties for non-compliance and new registration fees, which can be utilized to fund public services and regulatory oversight.
Imposes significant financial burdens on small non-profits and small business owners by raising late filing penalties by 700%, which may disproportionately affect organizations with limited resources.
Creates new bureaucratic hurdles for sole proprietors and independent contractors who must now file a "Business Activity Certificate," potentially discouraging gig workers and micro-entrepreneurs.
Establishes aggressive civil penalties, including a percentage of gross receipts, that could financially ruin smaller out-of-state entities that unintentionally fail to navigate complex registration requirements.

For Conservatives

Ensures a level playing field for local businesses by forcing out-of-state competitors to register and pay the same fees as Rhode Island companies, preventing unfair advantages.
Enhances transparency in the marketplace by requiring businesses to disclose their registration status, allowing consumers and other businesses to verify who they are dealing with.
Upholds the rule of law by closing loopholes that allowed foreign entities to operate within the state without subjecting themselves to the state's legal jurisdiction and oversight.
Drastically increases government fees on businesses, raising the penalty for late annual reports from $25 to $200, which acts as a hidden tax on commerce.
Expands government bureaucracy by requiring sole proprietors and independent contractors to file new paperwork with the state, interfering with the right to earn a living freely.
Grants the state aggressive power to seize up to 12% of a company's gross receipts for administrative non-compliance, representing a significant overreach of government authority into private business finances.

Votes

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Full Bill Text

Changes to existing Rhode Island law · 250 additions · 12 deletions

SECTION 1. Sections 7-1.2-1401, 7-1.2-1418 and 7-1.2-1501 of the General Laws in Chapter 7-1.2 entitled "Rhode Island Business Corporation Act" are hereby amended to read as follows: 7-1.2-1401. Admission of foreign corporation and other entities.

(a) No foreign corporation has the right to transact business in this state until it has procured a certificate of authority to do so from the secretary of state. No foreign corporation is entitled to procure a certificate of authority under this chapter to transact any business in this state which a corporation organized under this chapter is not permitted to transact. A foreign corporation may not be denied a certificate of authority because the laws of the state or country under which the corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in this chapter authorizes this state to regulate the organization or the internal affairs of the corporation.

(b) Without excluding other activities which may not constitute transacting business in this state, a foreign corporation is not considered to be transacting business in this state, for the purposes of this chapter, because of carrying on in this state any one or more of the following activities:

(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement of the suit or the settlement of claims or disputes.

(2) Holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs.

(3) Maintaining bank accounts.

(4) Maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities.

(5) Effecting sales through independent contractors.

(6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside of this state before becoming binding contracts.

(7) Creating, as borrower or lender, or acquiring indebtedness or mortgages or other security interests in real or personal property.

(8) Securing or collecting debts or enforcing any rights in property securing the debts.

(9) Transacting any business in interstate commerce.

(10) Conducting an isolated transaction completed within a period of thirty (30) days and not in the course of a number of repeated transactions of like nature.

(11) Acting as a general partner of a limited partnership which has filed a certificate of limited partnership as provided in § 7-13-8 or has registered with the secretary of state as provided in § 7-13-49.

(12) Acting as a member of a limited liability company which has registered with the secretary of state as provided in § 7-16-49.

(c) Any “other entity”, as defined in § 7-16-5.1(a), Massachusetts trust or business trust established by law of any other state, desiring to do business in this state, is deemed to be a foreign corporation and is required to register under, and comply with the provisions of, this chapter.

(d) For purposes of this chapter, a foreign corporation may be deemed to be transacting business in this state regardless of whether the foreign corporation maintains a physical presence in this state.

(e) For purposes of this chapter, “physical presence” means maintaining an office, place of business, warehouse, employees, or physical agents regularly present within this state, owning or leasing real property within this state, or otherwise having a fixed location within this state. The absence of a physical presence does not, by itself, exempt any foreign corporation from the requirement to procure a certificate of authority prior to transacting business in this state.

(f) Notwithstanding subsection (b) of this section, a foreign corporation that does not maintain a physical presence in this state, as defined in subsection (e) of this section, shall be deemed to be transacting business in this state if it advertises, offers, provides, performs, administers, or arranges for services to be performed for persons in this state, or if it receives compensation, directly or indirectly, for services provided to persons in this state or for services performed in this state. This subsection includes, without limitation, insurers and all persons or entities performing insurance claim handling services affecting risks, claims, or property in this state, as such terms are defined in § 6-13.1-1, and applies regardless of any license, registration, certificate of authority, appointment, or other authorization issued by the department of business regulation or any other agency of this state.

(g) A foreign corporation that maintains a physical presence in this state, as defined in subsection (e) of this section, is subject to the requirements of this chapter only if it engages in business activities beyond those enumerated in subsection (b) of this section.

(h) For purposes of this section, “insurance claim handling services” means activities including, but not limited to, acting as an appraiser, adjusting, appraising, determining causation, estimating, evaluating, inspecting, investigating, negotiating, recommending repair or replacement, scoping, or settling an insurance claim, performed by an insurer or any person or entity acting directly or indirectly on behalf of or at the direction of an insurer. 7-1.2-1418. Transacting business without certificate of authority.

(a) No foreign corporation transacting business in this state without a certificate of authority is permitted to maintain any action, suit, or proceeding in any court of this state, until the corporation has obtained a certificate of authority. Nor may any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of the corporation on any right, claim, or demand arising out of the transaction of business by the corporation in this state, until a certificate of authority has been obtained by the corporation or by its successor.

(b) The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action, suit, or proceeding in any court of this state.

(c) A foreign corporation which transacts business in this state without a certificate of authority is liable to this state, for the years or parts of years during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and franchise taxes which would have been imposed upon the corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this chapter and subsequently filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees and franchise taxes (collectively, the "arrearage"). In addition, the foreign corporation shall be liable for an additional civil fee equal to the total amount of said arrearage. The attorney general may bring proceedings to recover all amounts due this state under the provisions of this section.

(d) The superior court has jurisdiction to enjoin any foreign corporation, or any agent of a foreign corporation, from transacting any business in this state if the corporation fails to comply with any section of this chapter applicable to it or if the corporation secured a certificate of the secretary of state under §§ 7-1.2-1405 and 7-1.2-1406 on the basis of false or misleading representations. The attorney general may, upon motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which the corporation is doing business.

(e) Except as provided in this subsection, a foreign corporation that transacts business in this state without a certificate of authority shall, in addition to the amounts due under subsection

(c) of this section, shall be subject to a civil penalty of three hundred dollars ($300) for each month or part thereof during which it transacts business in this state without a certificate of authority. This monthly civil penalty shall not apply if the foreign corporation procures a certificate of authority not later than ninety (90) days after the foreign corporation commenced transacting business in this state. The burden of proving the date of commencement and eligibility for this exception shall be on the foreign corporation.

(f) In addition to the monthly civil penalty in subsection (e) of this section, the secretary of state may assess an enhanced civil penalty not to exceed twelve percent (12%) of the gross receipts generated from conducting business activities in this state during the period of noncompliance. For purposes of this subsection, “gross receipts” includes all compensation, fees, premiums, commissions, or other consideration received, directly or indirectly, from persons in this state or for services performed in this state. If the foreign corporation fails to produce records sufficient to determine gross receipts attributable to business conducted in this state, the secretary of state may estimate such gross receipts based on available information, and such estimate shall be presumed correct unless rebutted by the foreign corporation with competent evidence.

(g) For purposes of subsections (e) and (f) of this section, a foreign corporation “commenced transacting business in this state” on the earliest date of:

(1) Contracting with a person in this state;

(2) Providing, performing, administering, or arranging for services to be performed in this state;

(3) Receiving payment or other compensation from a person in this state; or

(4) Otherwise engaging in repeated or continuous business activity in this state. Lack of physical presence shall not delay the commencement date.

(h) No license, registration, certificate, appointment, authorization, or other approval issued by the department of business regulation or any other agency of this state shall be deemed to exempt any foreign corporation from compliance with this chapter, including the obligation to procure a certificate of authority and the penalties imposed by this section. This subsection expressly applies to insurers and all persons or entities performing insurance claim handling services.

(i) In any action brought by a private party under §§ 6-13.1-5.2 or 9-1-33, a foreign corporation that was not duly authorized at the time the cause of action arose may cure such default by becoming duly authorized; provided, however, that such cure shall not operate to bar, dismiss, defeat, or otherwise impair any claim, remedy, or cause of action arising out of unauthorized activity or business activities conducted in this state during the period of noncompliance.

(j) Any officer, director, or agent of a foreign corporation who knowingly authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign corporation that has not procured a certificate of authority shall be jointly and severally liable for all civil penalties, fines, and arrearages imposed under this section, and for any damages awarded to a private party under §§ 6-13.1-5.2 or 9-1-33.

(k) The secretary of state, or designee, is hereby authorized and empowered to summon witnesses and compel the production of all papers, books, documents, and records necessary to determine the gross receipts of any entity for the purpose of assessing the enhanced civil penalty under subsection (f) of this section. Any person who disobeys such a request may be held in contempt in the superior court in the same manner as provided in § 42-14-11. 7-1.2-1501. Annual reports of domestic and foreign corporations.

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall file, within the time prescribed by this chapter, an annual report stating:

(1) The name of the corporation and the state or country under the laws of which it is incorporated;

(2) A brief statement of the character of the business in which the corporation is actually engaged in this state;

(3) The names and respective addresses of the directors and officers of the corporation;

(4) [Deleted by P.L. 2021, ch. 137, § 1 and P.L. 2021, ch. 138, § 1.]

(5) A statement of the aggregate number of issued shares, itemized by classes, par value of shares, if any, and series, if any, within a class; and

(6) Any additional information that is required by the secretary of state.

(b) The annual report must be made on forms prescribed and furnished by the secretary of state, and the information contained therein must be given as of the date of the execution of the report. It must be executed on behalf of the corporation by its authorized representative, or, if the corporation is in the hands of a receiver or trustee, it must be executed on behalf of the corporation by the receiver or trustee.

(c) The annual report of a domestic or foreign corporation must be delivered to the secretary of state between February 1 and May 1 of each year, except that the first annual report of a domestic or foreign corporation must be filed between February 1 and May 1 of the year following the calendar year in which its articles of incorporation were filed with or its certificate of authority was issued by the secretary of state. Proof to the satisfaction of the secretary of state that prior to May 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be a compliance with this requirement.

(d) If the secretary of state finds that the annual report conforms to the requirements of this chapter, the secretary of state shall file the report. If the secretary of state finds that it does not conform, the secretary of state shall promptly return the report to the corporation for any necessary corrections, in which event the penalties subsequently prescribed for failure to file the report within the time previously provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the corporation by the secretary of state.

(e) Each corporation, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of ~~twenty-five dollars ($25.00)~~ two hundred dollars ($200) per year.

SECTION 2. Section 7-6-94 of the General Laws in Chapter 7-6 entitled "Rhode Island Nonprofit Corporation Act" is hereby amended to read as follows: 7-6-94. Penalties imposed upon corporation.

(a) Each domestic or foreign corporation that fails or refuses to file its annual report for any year within the time prescribed by this chapter is subject to a penalty of ~~twenty-five dollars~~ ~~($25.00)~~ two hundred dollars ($200) for each year to be assessed by the secretary of state.

(b) Each domestic or foreign corporation that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the secretary of state in accordance with the provisions of this chapter, is guilty of a misdemeanor and upon conviction may be fined in any amount not exceeding five hundred dollars ($500).

SECTION 3. Section 7-12.1-913 of the General Laws in Chapter 7-12.1 entitled "Uniform Partnership Act" is hereby amended to read as follows: 7-12.1-913. Annual report for secretary of state.

(a) A limited liability partnership or registered foreign limited liability partnership shall deliver to the secretary of state for filing an annual report that states:

(1) The name of the partnership or registered foreign partnership;

(2) The street and mailing addresses of its principal office;

(3) The name of at least one partner;

(4) In the case of a foreign partnership, its jurisdiction of formation and any alternate name adopted under § 7-12.1-1006;

(5) A brief statement of the character of the business in which the limited liability partnership is actually engaged in this state; and

(6) Any additional information that is required by the secretary of state.

(b) The annual report must be made on forms prescribed and furnished by the secretary of state, and the information in the annual report must be current as of the date the report is signed by the limited liability partnership or registered foreign limited liability partnership.

(c) The first annual report must be filed with the secretary of state after February 1, and before May 1, of the year following the calendar year in which the limited liability partnership’s statement of qualification became effective or the registered foreign limited liability partnership registered to do business in this state. Subsequent annual reports must be filed with the secretary of state after February 1, and before May 1, of each calendar year thereafter. Proof to the satisfaction of the secretary of state that prior to May 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be a compliance with this requirement.

(d) If the secretary of state finds that the annual report conforms to the requirements of this chapter, the secretary of state shall file the report. If an annual report does not contain the information required by this section, the secretary of state promptly shall notify the reporting limited liability partnership or registered foreign limited liability partnership in a record and return the report for correction, in which event the penalties subsequently prescribed for failure to file the report within the time previously provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the limited liability partnership by the secretary of state.

(e) Each limited liability partnership, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of ~~twenty-five dollars ($25.00)~~ two hundred dollars ($200) per year.

SECTION 4. Section 7-13.1-212 of the General Laws in Chapter 7-13.1 entitled "Uniform Limited Partnership Act" is hereby amended to read as follows: 7-13.1-212. Annual report for secretary of state.

(a) A limited partnership or registered foreign limited partnership shall deliver to the secretary of state for filing an annual report that states:

(1) The name of the partnership or foreign partnership;

(2) The addresses of its principal office;

(3) The name and address of each general partner;

(4) In the case of a foreign partnership, its jurisdiction of formation and any alternate name adopted under § 7-13.1-1006(a);

(5) A brief statement of the character of the business in which the limited partnership is actually engaged in this state; and

(6) Any additional information that is required by the secretary of state.

(b) The annual report must be made on forms prescribed and furnished by the secretary of state, and the information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership.

(c) The first annual report must be delivered to the secretary of state for filing after February 1 and before May 1 of the year following the calendar year in which the limited partnership’s certificate of limited partnership became effective or the registered foreign limited partnership registered to do business in this state. Subsequent annual reports must be delivered to the secretary of state for filing after February 1 and before May 1 of each calendar year thereafter. Proof to the satisfaction of the secretary of state that prior to May 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be a compliance with this requirement.

(d) If the secretary of state finds that the annual report conforms to the requirements of this chapter, the secretary of state shall file the report. If an annual report does not contain the information required by this section, the secretary of state promptly shall notify the reporting limited partnership or registered foreign limited partnership in a record and return the report for correction, in which event the penalties subsequently prescribed for failure to file the report within the time previously provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the limited partnership by the secretary of state.

(e) Each limited partnership, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of ~~twenty-five dollars ($25.00)~~ two hundred dollars ($200) per year.

SECTION 5. Sections 7-16-49 and 7-16-66 of the General Laws in Chapter 7-16 entitled "The Rhode Island Limited Liability Company Act" are hereby amended to read as follows: 7-16-49. Registration of foreign limited liability company.

(a) Before transacting business in this state, a foreign limited liability company shall register with the secretary of state. For purposes of this section, a foreign limited liability company is deemed to be transacting business in this state regardless of whether it maintains a physical presence in this state, and includes repeated or continuous provision of services to persons in this state, the receipt of compensation from persons in this state, and the performance of insurance claim handling services affecting risks, claims, or property in this state.

(b) In order to register, a foreign limited liability company shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited liability company, signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization and setting forth:

(1) The name of the foreign limited liability company and, if different, the name under which it proposes to register and transact business in this state;

(2) The state or other jurisdiction in which the foreign limited liability company is organized and date of the foreign limited liability company’s organization;

(3) The name and address of the resident agent required by § 7-16-11;

(4) A statement that the secretary of state is appointed the agent of the foreign limited liability company for service of process if at any time there is no resident agent or if the resident agent cannot be found or served following the exercise of reasonable diligence;

(5) The address of any office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction;

(6) A mailing address for the foreign limited liability company;

(7) A statement of whether the limited liability company is to be managed by its members or by one or more managers, and if the limited liability company has managers at the time of its application, the name and address of each manager;

(8) Any additional information that may be necessary or appropriate in order to enable the secretary of state to determine whether the foreign limited liability company is entitled to transact business in this state; and

(9) A statement indicating whether the company has been duly organized in its state of formation as a low-profit limited liability company.

(c) A foreign limited liability company that transacts business in this state without registering as required by this section shall be subject to the same civil penalties, arrearage assessments, and enforcement provisions set forth in § 7-1.2-1418(c) through (h), as if the foreign limited liability company were a foreign corporation, and such provisions shall apply notwithstanding any license, registration, certificate, appointment, authorization, or other approval issued by the department of business regulation or any other agency of this state. This subsection expressly applies to insurers and all persons or entities performing insurance claim handling services. 7-16-66. Annual report of domestic and foreign limited liability companies.

(a) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this state, shall file, between the first day of February and the first day of May in each year following the calendar year in which its original articles of organization or application for registration were filed with the secretary of state, an annual report setting forth:

(1) The name and address of the principal office of the limited liability company;

(2) The state or other jurisdiction under the laws of which it is formed;

(3) [Deleted by P.L. 2021, ch. 137, § 3 and P.L. 2021, ch. 138, § 3.]

(4) The current mailing address of the limited liability company and the name or title of a person to whom communications may be directed;

(5) A brief statement of the character of the business in which the limited liability company is actually engaged in this state; and

(6) Any additional information required by the secretary of state.

(7) [Deleted by P.L. 2021, ch. 137, § 3 and P.L. 2021, ch. 138, § 3.]

(b) The information in the annual report shall be given as of the date of the execution of the report. It shall be executed by an authorized person of the domestic limited liability company and by a person with authority to do so under the laws of the state or other jurisdiction of organization of a foreign limited liability company. Proof to the satisfaction of the secretary of state that prior to May 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be timely filed.

(c) If the secretary of state finds that the annual report conforms to the requirements of this chapter, the secretary of state shall file the report. If the secretary of state finds that it does not conform, the secretary of state shall promptly return the report to the limited liability company for any necessary corrections, in which event the penalties subsequently prescribed for failure to file the report within the time previously provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the limited liability company by the secretary of state.

(d) Each limited liability company, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of ~~twenty-five dollars ($25.00)~~ two hundred dollars ($200) per year.

SECTION 6. Sections 6-1-2, 6-1-4 and 6-1-6 of the General Laws in Chapter 6-1 entitled "Filing of Trade Name" are hereby amended to read as follows: 6-1-2. Indexes — Filing fee — Certified copies as evidence. The secretary of state shall keep an online register of all persons filing certificates and of all names or styles assumed, referred to in this chapter, including trade name certificates and business activity certificates, and, for the indexing and filing of the certificates, the secretary of state shall charge and collect a fee of twenty dollars ($20.00). A copy of the certificate, duly certified to by the secretary of state, shall be presumptive evidence in all courts in this state of the facts contained in the certificate. The secretary of state shall charge and collect twenty dollars ($20.00) for the issuance of a letter of status, as issued by the secretary of state. 6-1-4. Penalty for violations. Any person or persons carrying on, conducting, or transacting business as mentioned in this chapter who shall fail to comply with the provisions of this chapter shall be imprisoned not exceeding one year, or fined not exceeding five hundred dollars ($500). The civil penalties and enforcement provisions of § 6-1-4.1 shall be in addition to, and not in lieu of, the penalties set forth in this section. 6-1-6. Failure to file. No person or persons carrying on, conducting, or transacting business under any trade name shall be entitled to maintain any suit in any of the courts of this state until such person or persons have properly completed the registration as provided for in §§ 6-1-1 and 6-1-2. No person carrying on, conducting, or transacting business that is required to file a business activity certificate under § 6-1-1.2 shall be entitled to maintain any suit in any of the courts of this state until such person has properly completed the filing and renewal requirements of that section. Failure to complete this registration shall not impair the validity of any contract or act of such person or persons and shall not prevent such person or persons from defending any suit in any court of this state.

SECTION 7. Chapter 6-1 of the General Laws entitled "Filing of Trade Name" is hereby amended by adding thereto the following sections: 6-1-1.2. Business activity certificate -- Registration and annual renewal.

(a) No person shall carry on, conduct, or transact a business in this state, as defined in § 6- 1-1.1, whether under a trade name or under the person's true and real name, unless the person has filed with the secretary of state an executed application for a business activity certificate. A person that is duly registered, qualified, or authorized to do business in this state under title 7 ("corporations, associations and partnerships") and is in good standing with the secretary of state, and whose registration, qualification, or authorization adequately identifies the business activities conducted in this state, shall be deemed to satisfy the requirements of this section and shall not be required to file a separate business activity certificate. For purposes of this section, “person” includes a natural person acting as a sole proprietor, whether or not such person holds any professional, occupational, or trade license issued by this state.

(b) An application for a business activity certificate shall state:

(1) The true and real name of the person conducting the business;

(2) The post office address, email address, and municipality where the business activity is conducted;

(3) The North American Industry Classification System (NAICS) code that best represents the business activity conducted; and

(4) Any additional information required by the secretary of state. If the person conducts business under a trade name, the person shall also comply with § 6-1-1.

(c) A business activity certificate shall be renewed annually in accordance with § 6-1-7(a), and the secretary of state may cancel a business activity certificate under the same circumstances and notice procedures applicable to trade names under § 6-1-7(b) through (d).

(d) Failure to obtain or renew a business activity certificate as required by this section shall subject the person to the civil penalties and enforcement set forth in § 6-1-4.1, and shall additionally preclude the person from maintaining any suit in the courts of this state as provided in § 6-1-6.

(e) For the avoidance of doubt, this section applies to individuals and sole proprietors conducting business in this state including, but not limited to, individuals who:

(1) Provide services to persons in this state while not maintaining a physical presence in this state;

(2) Hold professional licenses issued by this state, but do not maintain a physical office or business location in this state; or

(3) Receive compensation from persons in this state for services performed, regardless of where such services are performed.

(f) The requirement to file a business activity certificate under this section applies regardless of whether the person maintains a physical presence in this state, as defined in § 7-1.2- 1401(e). This requirement applies to persons performing services directly or indirectly on behalf of an insurer or insurer-retained vendor for use in the investigation, negotiation, appraisal, or settlement of an insurance claim. 6-1-4.1. Civil penalties for failure to register or renew.

(a) Any person who carries on, conducts, or transacts business in this state in violation of §§ 6-1-1 or 6-1-1.2 shall be subject to:

(1) Arrearage equal to all fees that would have been paid for the initial filing and all annual renewals due during the period of noncompliance, plus all penalties imposed for failure to pay such fees;

(2) An additional civil fine equal to the total arrearage described in subsection (a)(1) of this section;

(3) Except as provided in subsection (b) of this section, a civil penalty of three hundred dollars ($300) for each month or part thereof during which the person conducted business in this state without the required filing or renewal; and

(4) An enhanced civil penalty not to exceed twelve percent (12%) of the gross receipts generated from conducting business activities in this state during the period of noncompliance.

(b) The monthly civil penalty in subsection (a)(3) of this section, shall not apply if the person files the required certificate not later than ninety (90) days after the person commenced conducting business in this state. The burden of proving the date of commencement and eligibility for this exception shall be on the person.

(c) The monthly civil penalty set forth in subsection (a)(3) of this section, shall not apply to any person who maintains both a principal residence and primary place of business within this state; provided that, such person files the required certificate under § 6-1-1.2 not later than one hundred eighty (180) days after commencing business in this state.

(d) The secretary of state may assess the civil penalties under this section administratively and may require the production of records sufficient to determine gross receipts attributable to business conducted in this state. If the person fails to produce records sufficient to determine such gross receipts, the secretary of state may estimate gross receipts based on available information, and such estimate shall be presumed correct unless rebutted by the person with competent evidence. The attorney general may bring proceedings to recover all amounts due under this section and to enjoin violations of this chapter.

(e) No license, registration, certificate, appointment, authorization, or other approval issued by the department of business regulation or any other agency of this state shall be deemed to exempt any person from compliance with this chapter or from the penalties imposed by this section. This section expressly applies to insurers and all persons or entities performing insurance claim handling services.

(f) For purposes of this section, a person “commenced conducting business in this state” on the earliest date of any activity enumerated in § 7-1.2-1418(g).

(g) For purposes of this section, “gross receipts” includes all compensation, fees, premiums, commissions, or other consideration received, directly or indirectly, from persons in this state or for services performed in this state.

(h) The secretary of state, or designee, may summon witnesses and compel the production of papers, books, documents, and records necessary to determine gross receipts or compliance with this chapter. Any person who disobeys such a request may be held in contempt in the superior court in the same manner as provided in § 42-14-11.

SECTION 8. Sections 6-13.1-1, 6-13.1-2 and 6-13.1-4 of the General Laws in Chapter 6- 13.1 entitled "Deceptive Trade Practices" are hereby amended to read as follows: 6-13.1-1. Definitions. [Effective January 1, 2026; Effective until March 31, 2026.] As used in this chapter:

(1) “Documentary material” means the original or a copy of any book, record, report, memorandum, paper, communication, tabulation, map, chart, photograph, mechanical transcription, or other tangible document or recording wherever situated.

(2) “Examination” of documentary material includes the inspection, study, or copying of any documentary material, and the taking of testimony under oath or acknowledgment in respect of any documentary material or copy of any documentary material.

(3) “Insurance claim handling services” means activities including, but not limited to, acting as an appraiser, adjusting, appraising, determining causation, estimating, evaluating, inspecting, investigating, negotiating, recommending repair or replacement, scoping, or settling an insurance claim, performed by an insurer or any person or entity acting directly or indirectly on behalf of or at the direction of an insurer.

(4) “Person” means natural persons, corporations, trusts, partnerships, incorporated or unincorporated associations, and any other legal entity. ~~(4)~~(5) “Rebate” means the return of a payment or a partial payment that serves as a discount or reduction in price. ~~(5)~~(6) “Trade” and “commerce” mean the advertising, offering for sale, sale, or distribution of any services and any property, tangible or intangible, real, personal, or mixed, and any other article, commodity, or thing of value wherever situate, and include any trade or commerce directly or indirectly affecting the people of this state. ~~(6)~~(7) “Unfair methods of competition and unfair or deceptive acts or practices” means any one or more of the following:

(i) Passing off goods or services as those of another;

(ii) Causing likelihood of confusion or of misunderstanding as to the source, sponsorship, approval, or certification of goods or services;

(iii) Causing likelihood of confusion or of misunderstanding as to affiliation, connection, or association with, or certification by, another;

(iv) Using deceptive representations or designations of geographic origin in connection with goods or services;

(v) Representing that goods or services have sponsorship, approval, characteristics, ingredients, uses, benefits, or quantities that they do not have or that a person has a sponsorship, approval, status, affiliation, or connection that he or she does not have;

(vi) Representing that goods are original or new if they are deteriorated, altered, reconditioned, reclaimed, used, or secondhand; and if household goods have been repaired or reconditioned, without conspicuously noting the defect that necessitated the repair on the tag that contains the cost to the consumer of the goods;

(vii) Representing that goods or services are of a particular standard, quality, or grade, or that goods are of a particular style or model, if they are of another;

(viii) Disparaging the goods, services, or business of another by false or misleading representation of fact;

(ix) Advertising goods or services with intent not to sell them as advertised;

(x) Advertising goods or services with intent not to supply reasonably expectable public demand, unless the advertisement discloses a limitation of quantity;

(xi) Making false or misleading statements of fact concerning the reasons for, existence of, or amounts of price reductions;

(xii) Engaging in any other conduct that similarly creates a likelihood of confusion or of misunderstanding;

(xiii) Engaging in any act or practice that is unfair or deceptive to the consumer;

(xiv) Using any other methods, acts, or practices that mislead or deceive members of the public in a material respect;

(xv) Advertising any brand name goods for sale and then selling substituted brand names in their place;

(xvi) Failure to include the brand name and/or manufacturer of goods in any advertisement of the goods for sale, and, if the goods are used or secondhand, failure to include the information in the advertisement;

(xvii) Advertising claims concerning safety, performance, and comparative price unless the advertiser, upon request by any person, the consumer council, or the attorney general, makes available documentation substantiating the validity of the claim;

(xviii) Representing that work has been performed on or parts replaced in goods when the work was not in fact performed or the parts not in fact replaced;

(xix) Failing to separately state the amount charged for labor and the amount charged for services when requested by the purchaser as provided for in § 44-18-12(b)(3);

(xx) Advertising for sale at a retail establishment the availability of a manufacturer’s rebate by displaying the net price of the advertised item (the price of the item after the rebate has been deducted from the item’s price) in the advertisement, unless the amount of the manufacturer’s rebate is provided to the consumer by the retailer at the time of the purchase of the advertised item. It shall be the retailer’s burden to redeem the rebate offered to the consumer by the manufacturer; or

(xxi) Advertising, displaying, or offering a price for live-event tickets or short-term lodging in violation of 16 C.F.R. Part 464. 6-13.1-1. Definitions. [Effective March 31, 2026.] As used in this chapter: