Title 7, Title 7 Associations, and Partnerships

(a) A duly authorized foreign corporation in the state of Rhode Island that converts into any form of foreign other entity subject to the provisions of title 7 and the resulting entity is required to file for authority to transact business in this state may apply for a transfer o…

(a) A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. To procure a certificate of withdrawal, the foreign corporation must deliver to the secretary of state an a…

(a) An original application for withdrawal must be delivered to the secretary of state. If the secretary of state finds that the application conforms to the provisions of this chapter, the secretary of state shall, when all fees and taxes have been paid: (1) Endorse on the origin…

(a) The certificate of authority of a foreign corporation to transact business in this state may be revoked by the secretary of state under the conditions prescribed in this section when: (1) The corporation fails to file its annual report within the time required by this chapter…

(a) Upon revoking any certificate of authority, the secretary of state shall: (1) Issue a certificate of revocation. (2) File the certificate in his or her office. (3) Send to the corporation by regular mail the certificate of revocation, addressed to the registered office of the…

(a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-1.2-1415, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the corporation in good standing as if its certificate of incorporation had not been r…

Foreign corporations which are authorized to transact business in this state as of May 14, 1969, for a purpose or purposes for which a corporation might secure authority under this chapter, are, subject to the limitations stated in their certificates of authority, entitled to all…

(a) No foreign corporation transacting business in this state without a certificate of authority is permitted to maintain any action, suit, or proceeding in any court of this state, until the corporation has obtained a certificate of authority. Nor may any action, suit, or procee…

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall file, within the time prescribed by this chapter, an annual report stating: (1) The name of the corporation and the state or country under the laws of which it is inco…

(a) Each corporation shall keep correct and complete books and records of account, keep minutes of the proceedings of its shareholders and of the board of directors and committees of the board, and shall also keep at its registered office or principal place of business, legal cou…

(a) The secretary of state has the reasonably necessary power and authority to enable him or her to administer this chapter efficiently and to perform the duties imposed upon the secretary by this chapter. (b) The secretary of state shall charge and collect in accordance with the…

(a) The secretary of state shall charge and collect for filing: (1) Articles of incorporation and issuing a certificate of incorporation, seventy dollars ($70.00). (2) Articles of amendment and issuing a certificate of amendment, fifty dollars ($50.00). (3) Restated articles of i…

Any individual who signs any articles, statement, report, application, or other document intended to be filed with the secretary of state that is known to the individual to be false in any material respect, is guilty of a misdemeanor, and upon conviction of it may be fined in any…

(a) The secretary of state may propound to any domestic or foreign corporation subject to the provisions of this chapter, and to any of its officers or directors, any interrogatories that may be reasonably necessary and proper to enable the secretary of state to ascertain whether…

All certificates issued by the secretary of state in accordance with the provisions of this chapter, and all copies of documents filed in his or her office in accordance with the provisions of this chapter when certified by the secretary, is prima facie evidence of the facts stat…

(a) Provisions of the articles of incorporation or bylaws of a corporation organized under this chapter, or provisions of an agreement relating to a corporation, which would otherwise be invalid because they: (1) Restrict, or assign to one or more shareholders or other individual…

All individuals who assume to act as a corporation without authority so to do are jointly and severally liable for all debts and liabilities incurred or arising as a result of that action.

The provisions of this chapter apply to all existing corporations organized under any general act of this state providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under this chapter, where the power has been reserve…

The provisions of this chapter apply to commerce with foreign nations and among the several states only insofar as the provisions are permitted under the constitution of the United States.

The provisions of this chapter apply to all existing corporations previously or subsequently created by any special act of the general assembly of a kind that could be organized under this chapter, except insofar as the provisions are inconsistent with the provisions of any appli…

(a) Notwithstanding any other provisions of the general laws, when any section of this chapter refers to state fees and/or taxes paid as required by § 44-11-2, the division of taxation is authorized to respond and share tax information with the secretary of state’s office in resp…

(a) One or more individuals may act as incorporator or incorporators of a corporation by filing articles of incorporation for the corporation with the secretary of state. (b) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial dir…

(a) The articles of incorporation must state: (1) A corporate name that satisfies the requirements of § 7-1.2-401. (2) The total number of shares which the corporation has authority to issue, and if the corporation is to be authorized to issue more than one class of shares: (i) T…

(a) The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. The initial bylaws of a corporation must be adopted by its incorporators or by its board of directors at its o…

Corporations may be organized under this chapter for any lawful purpose or purposes, except for the purpose of carrying on within this state the business of a bank, savings bank, trust company, building and loan association, loan and investment company, safe deposit company, rail…

(a) In addition to the powers enumerated below, every corporation, its officers, directors and shareholders possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its articles of incorporation, together with any powers incidental …

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation is invalid because the corporation was without capacity or power to do the act or to make or receive the conveyance or transfer, but the lack of capacity or power may be asse…

(a) The corporate name: (1) Must contain the word “corporation”, “company”, “incorporated”, or “limited”, or an abbreviation of one of these words. (2) Shall be distinguishable upon the records of the secretary of state from the name of any entity on file with the secretary of st…

(a) Any corporation organized and existing under the laws of this state or authorized to transact business in this state may transact business in this state under a fictitious name, provided that it files a fictitious business name statement in accordance with this section prior …

(a) The exclusive right to the use of a corporate name may be reserved by: (1) Any individual intending to organize a corporation under this chapter. (2) Any domestic corporation intending to change its name. (3) Any foreign corporation intending to make application for a certifi…

(a) Any corporation organized and existing under the laws of any state or territory of the United States may register its corporate name under this chapter, provided its corporate name is distinguishable upon the records of the secretary of state from the name of any domestic cor…

(a) Each corporation shall have and continuously maintain in this state: (1) A registered office, which may be, but need not be, the same as its place of business. (2) A registered agent, who may be: (i) An individual resident in this state; (ii) A domestic corporation, a domesti…

(a) A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state a statement stating: (1) The name of the corporation. (2) The address of its then registered office. (3) If the address of its registere…

(a) The registered agent appointed by a corporation is an agent of the corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served. (b) Whenever a corporation fails to appoint or maintain a registered agent in …

(a) Unless a corporation’s articles of incorporation provide otherwise, subject to subsection (f), a corporation may at any time, by resolution of its board of directors, redeem purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or dispose of its own share…

(a) Every corporation has the power to create and issue the number of shares stated in its articles of incorporation or any amendment thereto. (b) Classes and series. As stated in the articles of incorporation or in any amendment thereto, or in the resolution or resolutions provi…

(a) A subscription for shares entered into before incorporation is irrevocable for a period of six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. A subscription for shares is not enforceable against a s…

(a) Shares with par value may be issued for such consideration having a value not less than the par value thereof, as determined from time to time by the board of directors, or by the shareholders if the articles of incorporation so provide. (b) Shares without par value may be is…

Solely for the purpose of any statute or regulation imposing any tax or fee based upon the capitalization of a corporation, unless otherwise stated in the articles of incorporation, all authorized shares of a corporation organized under this chapter are deemed to have a nominal o…

Subject to any provisions in respect to rights and options stated in its articles of incorporation, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders to pur…

The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by the corporation out of the consideration received by it in payment for its…

(a) The shares of a corporation may but need not be represented by certificates as determined by the board of directors. Every holder of shares represented by certificates and upon request every holder of uncertificated shares is entitled to have a certificate signed by the offic…

(a) The shares of a corporation are personal property and are transferable in accordance with the provisions of § 6A-8-204, as amended from time to time, except as may otherwise be provided in this chapter. (b) The articles of incorporation, bylaws, an agreement among all or less…

(a) A corporation may: (1) Issue fractions of a share; (2) Arrange for the disposition of fractional interests by those entitled to those interests; (3) Pay in cash the fair value of fractions of a share as of the time when those entitled to receive the fractions are determined; …

The seal of the corporation and any or all signatures of the officers or other agents of the corporation upon a bond and any coupon attached to the bond may be facsimiles if the bond is countersigned by an officer or other agent of a trustee or other certifying or authenticating …

(a) A holder of or subscriber to shares of a corporation is under no obligation to the corporation or its creditors with respect to the shares other than the obligation to pay to the corporation the unpaid portion of the consideration for which the shares were issued or to be iss…