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Low-Profit Limited Liability Company/"L3C" - Effective July 1, 2012

Legislation was passed during the January Session of 2011 providing for a new entity type for the State of Rhode Island. Effective July 1, 2012, a low-profit limited liability company, most commonly known as an "L3C" can now be organized pursuant to the provisions of Rhode Island General Law Title 7 Chapter 16 Section 76.

A low-profit limited liability company shall at all times significantly further the accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1986, 26 U.S.C. section 170(c)(2)(B), or its successor, and would not have been formed but for the entity's relationship to the accomplishment of charitable or education purposes.

Low-profit limited liability companies must comply with all of the requirements of Title 7 Chapter 16. A L3C will be required to file with the Office of the Secretary of State an annual report each calendar year, excluding the year of organization/registration and will be responsible for the fee owed to the Rhode Island Tax Administrator pursuant to the provisions of RIGL 7-16-67.

It is very strongly suggested that you obtain professional assistance before choosing this entity structure, as it is designed to meet the needs of a very specific business structure.

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