Ken Kando, Attorney at Law
Personal and confidential legal representation.
All Rhode Island courts.
Member of R.I. Bar since 1984.
Also member Mass. Bar.
DIRECT: (401) 585-9110
OFFICE: (401) 826-2070
FAX: (401) 826-2071
U.S.MAIL: Centerville Commons, Bldg. 2
875 Centerville Rd.
Warwick, RI 02886
For informational purposes only. Always consult an attorney to obtain competent legal advice.
Many Business Law topics overlap other areas of the law. For example, from the "Survey of Rhode Island Law" page (under "Legal Resources" on the main menu) you can go to pages describing general information on topics such as: Employment Law, Federal Claims, and Patents, Trademarks and Copyright law.
You may have heard that a business is a "person" in the eyes of the law. This is because a business that is recognized by law as a separate entity, that is -- separate from any person or persons running the business -- has many rights enjoyed by a person.
For example, a business entity can be a party to a law suit; either the party with claims against another party or the party against which another party has a claim. A business entity also generally has its own Tax ID Number assigned by the IRS. It can be the legal owner of property, whether real estate, vehicles, machinery, patents, etc. It can also hold licenses issued by the state or city.
In general, limited personal liability is only available for separate entities that are properly filed. Persons doing business as an unincorporated or unorganized business not filed with the Secretary of State's office are generally fully liable for the debts of the business.
Organized & Registered with the R.I. Secretary of State:
In Rhode Island, in order for any business to be considered as a separate entity, it must be organized and registered with the office of the Secretary of State, as either a corporation, limited liability company, or limited partnership.
A "doing business as" (or d/b/a) a business name that is not a registered entity is considered a "sole proprietorship" and is not a separate entity and is not separate from the person who owns the company. For example, a person operating as a sole proprietorship brings a law suit in his or her own name; and any law suit against a sole proprietorship names the business owner personally as the party being sued.
In order to enjoy "limited personal liability" the business must be incorporated as a corporation or organized as a limited liability company using forms available from the Secretary of State. Each business must then remain in good standing by filing annual reports, holding necessary meetings, paying taxes and/or fees, and in general complying with the state laws governing business entities in Rhode Island.
Federal laws, such as IRS tax laws, must also be complied with.
Many businesses are regulated by the state, such as real estate brokers, insurance companies, and banks. These businesses generally come under the jurisdiction of the Rhode Island Dept. of Business Regulation (DBR).
Contractors are regulated by the R.I. Contractors' Registration and Licensing Board (CLB). To check a contractor's history of claims or to file a complaint, go to the Board's website: http://www.crb.ri.gov/