Form 400A "Articles of Organization for a Domestic L3c Limited Liability Company" - Rhode Island

What Is Form 400A?

This is a legal form that was released by the Rhode Island Secretary of State - a government authority operating within Rhode Island. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on August 1, 2020;
  • The latest edition provided by the Rhode Island Secretary of State;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a fillable version of Form 400A by clicking the link below or browse more documents and templates provided by the Rhode Island Secretary of State.

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Download Form 400A "Articles of Organization for a Domestic L3c Limited Liability Company" - Rhode Island

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State of Rhode Island
Department of State - Business Services Division
Instructions for Filing
Articles of Organization for a Domestic L3C Limited Liability Company
Section 7-16-76
of the General Laws of Rhode Island, 1956, 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.
All filings are public records under RIGL 38-2-1, et seq. This means all information is available to the public by a variety of methods
including, without limitations, inspections at our office, telephone inquiries and electronically through our online database.
This legal document should be typed. All illegible documents will be REJECTED.
How to complete the form:
7. Check the box to indicate how the limited liability
company will be managed. If you check the first box to
indicate that the LLC will be managed by its members,
A low-profit limited liability company shall at all
DO NOT fill out the chart. If you check the second
times significantly further the accomplishments
box to indicate that the LLC will be managed by one
of one or more charitable or educational purposes
or more managers, state their names and respective
within the meaning of Section 170(c)(2)(B) of the
addresses if known. A “Manager” or “Managers” means
Internal Revenue Code of 1986, 26 U.S.C. section
a person or persons designated by the members
170(c)(2)(B), or its successor, and would not have
of a LLC to manage the limited liability company. A
been formed but for the entity’s relationship to
“Member” means a person with an ownership interest in
the accomplishment of charitable or educational
a LLC with the rights and obligations specified in RIGL
purposes.
Chapter 7-16.
8. Check “Date received” unless you prefer that the
1. State the name of the limited liability company. Your
Articles go into effect at a later date than when the form
entity name must be distinguishable from any name
is received in this office. Any later date must be within
on file in this office. The name must include “low-profit
90 days of filing.
limited liability company,” or the letters “L3C” with or
without punctuation. You may check
name availability
9. An Authorized Person MUST sign and date the form.
on our website; however, this does not ensure the
How to pay the filing fee:
name will still be available upon filing.
2. State the name of the resident agent. The resident
agent is an individual or entity that will accept all legal
The filing fee is $150, payable either by mail via check
service for this entity. The agent must be a Rhode
made payable to RI Department of State or in person
Island resident or entity qualified to do business in this
via cash, credit card, or check at the Business Services
state. A Rhode Island street address is required, NOT
Division, 148 W. River Street, Ste. 1, Providence, RI
a P.O. Box. In addition to all legal service of process,
02904. Contact our office at (401) 222-3040 for further
other important correspondence from the state will be
information.
sent to this address.
3. Choose whether your company will be treated as
a partnership, a corporation, or disregarded as an
entity separate from its member for federal income
tax purposes. For more information about these
distinctions, visit the
IRS
website.
4. Provide the principal address of the limited liability
company. If you do not know the address yet, state “not
yet determined.”
5. All Rhode Island limited liability companies have a
perpetual (ongoing) existence until the LLC is formally
dissolved with this office. All LLCs are organized to
conduct any lawful business unless a more specific
purpose or duration is stated in Section 6.
6. State any additional provisions agreed upon by the
members that you would like to include in the Articles of
Organization. This is optional.
FORM 400A - Revised: 08/2020
State of Rhode Island
Department of State - Business Services Division
Instructions for Filing
Articles of Organization for a Domestic L3C Limited Liability Company
Section 7-16-76
of the General Laws of Rhode Island, 1956, 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.
All filings are public records under RIGL 38-2-1, et seq. This means all information is available to the public by a variety of methods
including, without limitations, inspections at our office, telephone inquiries and electronically through our online database.
This legal document should be typed. All illegible documents will be REJECTED.
How to complete the form:
7. Check the box to indicate how the limited liability
company will be managed. If you check the first box to
indicate that the LLC will be managed by its members,
A low-profit limited liability company shall at all
DO NOT fill out the chart. If you check the second
times significantly further the accomplishments
box to indicate that the LLC will be managed by one
of one or more charitable or educational purposes
or more managers, state their names and respective
within the meaning of Section 170(c)(2)(B) of the
addresses if known. A “Manager” or “Managers” means
Internal Revenue Code of 1986, 26 U.S.C. section
a person or persons designated by the members
170(c)(2)(B), or its successor, and would not have
of a LLC to manage the limited liability company. A
been formed but for the entity’s relationship to
“Member” means a person with an ownership interest in
the accomplishment of charitable or educational
a LLC with the rights and obligations specified in RIGL
purposes.
Chapter 7-16.
8. Check “Date received” unless you prefer that the
1. State the name of the limited liability company. Your
Articles go into effect at a later date than when the form
entity name must be distinguishable from any name
is received in this office. Any later date must be within
on file in this office. The name must include “low-profit
90 days of filing.
limited liability company,” or the letters “L3C” with or
without punctuation. You may check
name availability
9. An Authorized Person MUST sign and date the form.
on our website; however, this does not ensure the
How to pay the filing fee:
name will still be available upon filing.
2. State the name of the resident agent. The resident
agent is an individual or entity that will accept all legal
The filing fee is $150, payable either by mail via check
service for this entity. The agent must be a Rhode
made payable to RI Department of State or in person
Island resident or entity qualified to do business in this
via cash, credit card, or check at the Business Services
state. A Rhode Island street address is required, NOT
Division, 148 W. River Street, Ste. 1, Providence, RI
a P.O. Box. In addition to all legal service of process,
02904. Contact our office at (401) 222-3040 for further
other important correspondence from the state will be
information.
sent to this address.
3. Choose whether your company will be treated as
a partnership, a corporation, or disregarded as an
entity separate from its member for federal income
tax purposes. For more information about these
distinctions, visit the
IRS
website.
4. Provide the principal address of the limited liability
company. If you do not know the address yet, state “not
yet determined.”
5. All Rhode Island limited liability companies have a
perpetual (ongoing) existence until the LLC is formally
dissolved with this office. All LLCs are organized to
conduct any lawful business unless a more specific
purpose or duration is stated in Section 6.
6. State any additional provisions agreed upon by the
members that you would like to include in the Articles of
Organization. This is optional.
FORM 400A - Revised: 08/2020
State of Rhode Island
Department of State - Business Services Division
Instructions for Filing (continued)
Articles of Organization for a Domestic L3C Limited Liability Company
Section 7-16-76
of the General Laws of Rhode Island, 1956, as amended
How to confirm your filing:
How to maintain your status:
Entity records are retrievable and viewable through our
The limited liability company is responsible for filing an
website. Successful filings will NOT result in a mailed
annual report each calendar year, excluding the year
confirmation. Filings that cannot be processed will
of organization, between September 1 and November
be posted
online
and then returned. To confirm your
1. A courtesy reminder will be mailed to the resident
agent prior to September 1 of each year. Be sure to
submission and obtain evidence of your filing:
follow up with your resident agent concerning filing this
Go to our
Corporate Database
report. Failure to file an annual report or maintain a
Enter the name or ID number of your entity and
resident agent/office may result in the revocation of the
click “Search”
Certificate of Organization pursuant to RIGL 7-16-41.
Click on the link to your entity record, scroll down,
An entity that met the requirements of RIGL
7-16-76
select “All Filings” and then “View Filing”
but no longer satisfies any one of the requirements,
Identify desired type of filing and click on “PDF”
shall immediately cease to be a low-profit limited
under “View PDF” to view and print the record
liability company, but by continuing to meet all the other
requirements of RIGL 7-16, may continue to exist as a
limited liability company. The name of the entity must be
changed to conform with the provisions of RIGL
7-16-9
by filing Articles of Amendment.
Every entity registered with the Rhode Island
Department of State - Business Services Division may
have filing requirements with the
Rhode Island Division
of
Taxation, even if no business is conducted within
Rhode Island for a particular year. Your business may
require additional licensing. Please visit our
website
for
further information.
FORM 400A - Revised: 08/2020
State of Rhode Island
Department of State - Business Services Division
STAMP
Articles of Organization
DOMESTIC L3C Limited Liability Company
FOR
Filing Fee: $150.00
SECRETARY OF STATE
USE ONLY
Pursuant to the provisions of RIGL 7-16-76, the following Articles of Organization are adopted for
the limited liability company to be organized hereby:
1. The name of the limited liability company is:
2. The name and address of the initial resident agent/office in Rhode Island is:
Name
Street Address (NOT a P.O. Box)
City/Town
State
Zip Code
RHODE ISLAND
3. Under the terms of these Articles of Organization and any written operating agreement made or intended to be made,
the limited liability company is intended to be treated for purposes of federal income taxation as (CHECK ONE BOX):
partnership or
a corporation or
disregarded as an entity separate from its member
4. The address of the principal office of the limited liability company if it is determined at the time of organization:
Street Address
City/Town
State
Zip Code
5. The limited liability company has the purpose of engaging in any lawful business, subject to the statutory provisions
stated herein, and shall have perpetual existence until dissolved or terminated in accordance with RIGL 7-16, unless
a more limited purpose or duration is set forth in paragraph 6 of these Articles of Organization. No significant purpose
of the entity is the production of income or the appreciation of property; provided, however, that the fact that an entity
produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence
of a significant purpose involving the production of income or the appreciation of property. No purpose of the entity is
to accomplish one or more political or legislative purposes within the meaning of Section 170(c)(2)(D) of the Internal
Revenue Code of 1986, 26 U.S.C. Section 170(c)(2)(D), or its successor.
MAIL TO:
STAMP
Division of Business Services
148 W. River Street, Providence, Rhode Island 02904-2615
Phone: (401) 222-3040
FOR
SECRETARY OF STATE
Website: www.sos.ri.gov
USE ONLY
FORM 400A - Revised: 08/2020
6. Additional provisions, if any, not inconsistent with law, which the member(s) elect to have set forth in these Articles
of Organization, including, but not limited to, any limitation of the purpose(s) or duration for which the limited liability
company is formed, and any other provision which may be included in an operating agreement:
Check this box to indicate attachment
7. The Limited Liability Company is to be managed by:
You MUST check one box:
Its member(s) (If you have checked this box, skip to Section 8. DO NOT fill out the chart below.)
One (1) or more manager(s) (If the limited liability company has manager(s) at the time of the filing of these Articles
of Organization, state the name and address of each manager below.)
MANAGER
ADDRESS
8. Date when these Articles of Organization will be effective: CHECK ONE BOX ONLY
Date received (Upon filing)
Later effective date (Date must be no more than 90 days from the date of filing) ____________________________
Under penalty of perjury, I declare and affirm that I have examined these Articles of Organization, including any
accompanying attachments, and that all statements contained herein are true and correct.
Name of Authorized Person
Address
City/Town
State
Zip Code
Signature of Authorized Person
Date
If you have any questions, please call us at (401) 222-3040, Monday through Friday,
between 8:30 a.m. and 4:30 p.m., or email corporations@sos.ri.gov.
FORM 400A - Revised: 08/2020
State of Rhode Island
Department of State - Business Services Division
Filer Contact Information
In the event our office needs more information in order to complete the filing of this
document, we ask for the filer’s contact information. All fields are REQUIRED.
Name:
Date:
Proposed Entity Name:
Street Address:
City:
State:
Zip Code:
Email Address:
Phone Number:
If you have any questions, please call us at (401) 222-3040, Monday through Friday,
between 8:30 a.m. and 4:30 p.m., or email corporations@sos.ri.gov.
FORM 400A - Revised: 08/2020
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