LLC Amendment and Legal-Name-Change Filing Requirements in Rhode Island

At a glance

Requirements one by one

Three changes require amendment under current law

R.I. Gen. Laws § 7-16-12 requires an articles amendment when the LLC changes its legal name, switches between member and manager management, or changes its manager of record. Other amendments are optional and may be made at any time if the resulting articles remain lawful.

Form 401 carries the current amendment fields. Form 402 restates the complete operative articles in one instrument. A restatement may include new amendments and supersedes the original articles and prior amendments.

Name and fictitious-name filings do different work

R.I. Gen. Laws § 7-16-9 requires an LLC designator and distinguishability from the listed entity and protected-name records. A certified final decree can establish a prior right, and the section contains a limited rule for names of entities whose revocation has remained unwithdrawn for one year.

Form 401 changes the registered legal name. A fictitious business name statement permits business under another name without changing the articles. That filing costs $50, and the Act bars suit on a contract or transaction in an unfiled fictitious name until the statement is filed.

Approval follows capital value unless the governing documents change it

R.I. Gen. Laws § 7-16-21 defaults voting to capital value of unassigned membership interests. An amendment, or a restatement containing a new amendment, requires approval by members holding a majority of that capital value unless the articles or operating agreement provide otherwise.

Unanimous written consent is always available. For amendments, less-than-all written consent may also use the meeting-equivalent threshold unless the governing documents provide otherwise; prompt notice then goes to the other members. A plain restatement with no new amendment is not among the matters listed in § 7-16-21(b).

An authorized person signs and affirms truth

Section 7-16-7 requires an authorized person to sign articles of amendment and restated articles. An attorney-in-fact may sign, and the power need not be sworn, verified, acknowledged, or filed. Execution affirms that the stated facts are true.

Forms 401 and 402 add the signer's name, address, signature, date, perjury declaration, and required filer-contact sheet.

Paper is $50; online is $52.50

R.I. Gen. Laws § 7-16-65 and the current forms set a $50 fee for amendment, restatement, or amended-and-restated articles. The Department's current schedule lists both Forms 401 and 402 for online filing with a $2.50 enhanced fee. Typed paper may be mailed or delivered in person.

Successful filings do not generate mailed confirmation under the current form instructions. Retrieve the accepted PDF through the corporate database; an unprocessable filing is posted and returned.

Effectiveness may be delayed up to 90 days

Under § 7-16-8, the Department rejects a nonconforming or unpaid filing. On acceptance it endorses the date and time, files the record, and issues a certificate or other evidence of acceptance.

The record becomes effective when that evidence issues or on a stated later date no more than 90 days after filing. Forms 401 and 402 present the choice as date received/upon filing or a later date within the statutory window.

Correction is limited to technical and execution defects

R.I. Gen. Laws § 7-16-13 and Form 403 cover a typographical, transcription, other technical, or execution error. The certificate identifies the original document, parties/signers, filing date, old provision or defect, and correction.

It cannot make an unrelated substantive amendment or change the original effective date. Accrued rights and liabilities generally remain, with a narrow exception for a right or liability caused by the corrected error when no detrimental reliance occurred. The fee is $50.

Report, agent, manager-address, and fictitious-name routes stay separate

The Department directs principal-office changes to the annual-report route and tax-designation changes to Form 401. The annual report also carries the current mailing address, communication contact, and business description under R.I. Gen. Laws § 7-16-66.

The current schedule separately lists Form 642 for an agent change, Form 642A for resident-office-only change, Form 642B for a manager-address change, and Form 624 for a fictitious business name. Those filings do not replace the mandatory Form 401 triggers in § 7-16-12.

Keep the accepted and internal records together

R.I. Gen. Laws § 7-16-22 requires the principal-office records to include the articles, restatements and amendments, signing powers, member/manager list, capital-value and voting records, written agreement, proceedings, and five years of tax and financial records.

The accepted filing changes the Rhode Island public articles. It does not by itself revise tax, license, bank, contract, property-title, trademark, fictitious-name, or foreign-registration records.

Re-research before any 2028 filing

Under 2026 R.I. Pub. Laws ch. 247, §§ 2–4, a replacement Chapter 7-16.1 takes effect January 1, 2028. The replacement includes a prompt accuracy duty and different amendment/change/correction structure. Current Chapter 7-16 and Forms 401–403 govern this cell through December 31, 2027; do not carry this procedure into a 2028 filing without a fresh statute-and-form review.

What trips people up

The default vote is measured by capital value, not one vote per member. Also, plain restatement and restatement with a new amendment are not treated the same: § 7-16-21 expressly assigns the amendment vote only to the latter.

Common questions

Is a manager change handled only in the annual report?

No. Current § 7-16-12 expressly requires an articles amendment for a change in the manager of record. Form 642B is only the separate manager-address route.

Can Form 403 correct a deliberate new legal name?

No. Form 403 is limited to technical or execution errors. A deliberate legal- name change is a mandatory Form 401 amendment under § 7-16-12.

Statutes and sources

• R.I. Gen. Laws §§ 7-16-7 to -9, -12 to -13, -21 to -22, and -65 to -66 — amendment, restatement, approval, signer, effect, correction, records, fees, name, and annual-report rules. Official Chapter 7-16 index (accessed August 21, 2026).
• Rhode Island Department of State — current update-business guidance, fee schedule, Form 401, Form 402, and Form 403 (accessed August 21, 2026).
• 2026 R.I. Public Laws Chapter 247 — enacted replacement LLC act effective January 1, 2028. Official chaptered act (accessed August 21, 2026).