Rhode Island law sets rules for business filing offers and false records

The secretary of state may review a complaint and void certain business formation records. The process covers business and nonprofit corporations, partnerships, limited liability companies, and limited partnerships. A complainant must allege that someone used their identity without permission to make a materially false statement when filing formation documents. The secretary of state may ask for more information or reject an incomplete complaint. A person who knowingly files a false complaint may be found guilty of a crime. The secretary of state must review the affidavit within five business days and notify the complainant within ten business days after receiving the affidavit or requested follow-up information.

The secretary of state may review and remove certain unauthorized business filings from an entity’s record. The process covers filings for business and nonprofit corporations, partnerships, limited liability companies, and limited partnerships. A complainant must allege that a materially false statement was filed without their permission or consent. The secretary of state may ask for more information or reject an incomplete complaint. A person who knowingly files a false complaint may be found guilty of a crime. The secretary of state must review the affidavit within five business days and notify the complainant within ten business days after receiving the affidavit or requested follow-up information.

Private companies sending covered filing-related offers to businesses must label them as ads and avoid making them look like government notices. The rules cover private third-party messages or ads to businesses that claim to describe filing duties or offer services related to state filings or records. Covered messages must display a large warning, explain where to file or get records directly, and identify the sender by name and physical address. Mailed offers must say on the outside that they are not government documents. The rules exclude customer-requested services, advertising from regulated institutions, and advertising to people with an existing business relationship.

The filing office must process certain complaints about financing statements and may terminate a statement it finds was filed to harass or defraud the named debtor. This process applies to a financing statement filed in Rhode Island that names a person as debtor. A person named as debtor must submit a sworn, notarized affidavit identifying the filing and stating that it was unauthorized and intended to harass or defraud. For a filing by a trusted filer, the office first conducts an expedited review. If it finds intent to harass or defraud, it must terminate the filing immediately; the secured party may seek court reinstatement. For filings outside the trusted-filer review, the termination statement takes effect 60 days after filing. The secured party may request expedited review before then or seek court reinstatement within six months after it takes effect.