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

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).