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SB 2944

AN ACT RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE ISLAND BUSINESS CORPORATION ACT

2026 Regular Session Introduced by Stefano Famiglietti and 1 co-sponsor

SB 2944 updates the Rhode Island Business Corporation Act to clarify duties, governance procedures, and shareholder rights for RI corporations.

05/21/2026 Committee recommended measure be held for further study
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WeVote Research Nonpartisan
Bill Summary · SB 2944

Overview

SB 2944 is a Rhode Island bill introduced in the 2026 session under the category of corporations, associations, and partnerships. It is titled AN ACT RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS — RHODE ISLAND BUSINESS CORPORATION ACT. The bill has been introduced and referred to the Senate Judiciary Committee, with scheduled consideration/hearing on May 21, 2026. The sponsors include co-sponsors Brian Thompson and Stefano Famiglietti.

Purpose and Intent

  • The bill aims to modify and update provisions within the Rhode Island Business Corporation Act. While the exact textual changes are not provided in the summary, such measures typically seek to streamline corporate governance, clarify fiduciary duties, update compliance standards, or expand the rights and remedies available to shareholders, directors, and the state.

Key Provisions and Changes (Expected Areas)

Note: The precise statutory language is not included here; the following outlines common types of changes that a Rhode Island Business Corporation Act update often covers. If enacted, SB 2944 may include one or more of the following:

  • Corporate governance enhancements

    • Clarification of directors’ and officers’ duties and standard of care.
    • Procedures for meetings, voting, quorums, and consent actions.
    • Standards for board committees and action without a meeting.

  • Shareholder rights and remedies

    • Improved procedures for shareholder consent, inspection rights, or information access.
    • Updates to minority protections, appraisal rights, or squeeze-out procedures.
    • Revisions to conflict-of-interest rules and related disclosures.

  • Corporate financing and records

    • Requirements related to capitalization, issuance of stock, dividends, or liability limitations.
    • Enhanced recordkeeping, reporting, and disclosure obligations.

  • Mergers, reorganizations, and dissolution

    • Updated rules governing mergers, consolidations, conversions, or dissolutions of Rhode Island corporations.
    • Procedures for appraisal, appraisal rights, and post-merger obligations.

  • Compliance and enforcement

    • Clarifications of penalties, enforcement mechanisms, and remedies available to the state or to stakeholders.
    • Alignment with fiduciary duty standards and corporate governance best practices.

  • Digital and modernized governance

    • Possible provisions on virtual meetings, electronic signatures, and electronic records.

Who Would Be Affected

  • Rhode Island for-profit corporations organized under the Rhode Island Business Corporation Act.
  • Directors, officers, and shareholders of Rhode Island corporations.
  • Potential impact on corporate attorneys, state officials responsible for corporate filings, and business entities seeking to operate or reorganize within Rhode Island.

Procedural and Timeline Aspects

  • Introduction: March 4, 2026.
  • Referral: Senate Judiciary Committee.
  • Scheduled hearing/consideration: May 21, 2026 (as of the action history).
  • Next steps: If advanced, the bill would proceed through committee deliberations, potential amendments, and floor votes in the Senate, followed by potential cross-reference to the House and eventual enactment or veto by the Governor.

Potential Impacts to Monitor

  • Clarity and predictability in corporate governance practices in Rhode Island.
  • Implications for fiduciary duties and potential liability protections for directors and officers.
  • Changes to shareholder remedies that could affect minority protections or negotiation dynamics.
  • Administrative burden or relief related to compliance and recordkeeping.

Note: For a precise understanding of the bill’s substantive changes, the full text of SB 2944 would be required, including any proposed amendments to the Rhode Island Business Corporation Act.

Compiled from official sources — confirm details with the bill’s official record.

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