Title 7, Title 7 Associations, and Partnerships

(a) Upon approval, articles of merger must be executed by each corporation by its authorized representative and must state: (1) The plan of merger; and (2) If, pursuant to § 7-1.2-1005, the merger is to become effective at a time subsequent to the issuance of the certificate of m…

(a) Any corporation owning at least ninety percent (90%) of the outstanding shares of each class of another corporation may merge the other corporation into itself without approval by a vote of the shareholders of either corporation. Its board of directors shall, by resolution, a…

(a) A merger becomes effective upon the issuance of a certificate of merger by the secretary of state or on a later date as is stated in the plan. (b) When a merger becomes effective: (1) The several corporations, parties to the plan of merger, are a single corporation, which is …

(a) One or more foreign corporations or other domestic or foreign business entities, and one or more domestic corporations may be merged in the following manner, if the merger is permitted by the laws of the state under which each foreign corporation or other business entity, is …

(a) As used in this section, the term “other entity” means a limited liability company, business trust or association, real estate investment trust, common-law trust, or any other unincorporated business or entity including a partnership (whether general or limited, including a r…

(a) A corporation of this state may, upon the authorization of such conversion in accordance with this section, convert to a limited liability company, business trust or association, real estate investment trust, common-law trust, or any other unincorporated business or entity, i…

This chapter is and may be cited as the “Rhode Island Business Corporation Act”.

The general assembly at all times has power to prescribe any regulations, provisions, and limitations that it deems advisable, which regulations, provisions, and limitations are binding on any corporation subject to the provisions of this chapter. The general assembly has power t…

The repeal of a prior act by this chapter does not impair, diminish or affect any right, privilege or immunity accrued or established, any suit pending, any right of action conferred, or any duty, restriction, liability or penalty imposed or required, under the provisions of the …

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of the chapter that can be given effect without the invalid provision or applica…

(a) Whenever any instrument is to be filed with the secretary of state or in accordance with this chapter, the instrument must be executed as follows: (1) The articles of incorporation, and any other instrument to be filed before the election of the initial board of directors if …

As used in this chapter: (1) “Articles of incorporation” means the original or restated articles of incorporation and all of their amendments including agreements of merger. (2) “Authorized shares” means the shares of all classes which the corporation is authorized to issue. (3) …

The sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business, and the mortgage or pledge of any or all property and assets of a corporation, whether or not in the usual and r…

A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the good will, of a corporation, if not in the usual and regular course of its business, may be made upon terms and conditions and for any consideration, which may…

(a) Any shareholder of a corporation has the right to dissent from any of the following corporate actions: (1) Any plan of merger to which the corporation is a party, provided articles of merger have been filed in connection with the transaction under § 7-1.2-1003, unless the cor…

(a) Any shareholder electing to exercise the right of dissent shall file with the corporation, prior to or at the meeting of shareholders at which the proposed corporate action is submitted to a vote, a written objection to the proposed corporate action. If the proposed corporate…

(a) A corporation that has not commenced business and that has not issued any shares, may be voluntarily dissolved by its incorporators at any time in the following manner: (1) Articles of dissolution are executed by a majority of the incorporators, and verified by them, and stat…

(a) A corporation may be voluntarily dissolved by the written consent of all of its shareholders entitled to vote thereon. (b) Upon the adoption of the resolution: (1) The corporation shall immediately deliver notice of the adoption of such resolution to each known creditor of th…

A corporation may be dissolved by the act of the corporation, when authorized in the following manner: (1) The board of directors adopts a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a mee…

(a) By the written consent of all of its shareholders entitled to vote thereon, a corporation may, within one hundred twenty (120) days of its effective date of the articles of dissolution, revoke voluntary dissolution proceedings previously taken, in the following manner: (b) Up…

By the act of the corporation, a corporation may, at any time within one hundred twenty (120) days of its effective date of the articles of dissolution, revoke voluntary dissolution proceedings previously taken, in the following manner: (a) The board of directors adopts a resolut…

The statement of revocation of voluntary dissolution proceedings, whether by consent of shareholders or by act of the corporation, is delivered to the secretary of state. If the secretary of state finds that the statement conforms to law, the secretary of state shall, when all fe…

(a) Upon the filing by the secretary of state of a statement of revocation of voluntary dissolution proceedings, whether by consent of its shareholders or by act of the corporation, the revocation of the voluntary dissolution proceedings becomes effective and the corporation may …

The corporation shall execute articles of dissolution by its authorized officer. The statement proclaims: (a) The name of the corporation. (b) That all debts, obligations, and liabilities of the corporation have been paid, discharged or have been subject to a completed bankruptcy…

(a) The articles of dissolution are delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees and taxes have been paid: (1) Endorse on the original the word “Filed”, and the mo…

(a) The articles of incorporation of a corporation may be revoked by the secretary of state upon the conditions prescribed in this section when it is established that: (1) The corporation procured its articles of incorporation through fraud; or (2) The corporation has continued t…

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

(a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-1.2-1311, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the corporation in good standing as if its articles of incorporation had not been revo…

Any corporation aggrieved by the action of the secretary of state in revoking its articles of incorporation may appeal the action in the manner provided in § 7-1.2-1601.

(a) The superior court has full power to liquidate the assets and business of a corporation: (1) In an action by a shareholder when it is established that, whether or not the corporate business has been or could be operated at a profit, dissolution would be beneficial to the shar…

Whenever a petition for dissolution of a corporation is filed by one or more shareholders (subsequently in this section referred to as the “petitioner”) pursuant to either § 7-1.2-1314 or a right to compel dissolution which is authorized under § 7-1.2-1701 or is otherwise valid, …

(a) In proceedings to liquidate the assets and business of a corporation the court has general equity jurisdiction and power to issue any orders, injunctions, and decrees that justice and equity require, to appoint a receiver or receivers pendente lite, with any powers and duties…

A receiver shall in all cases give any bond that the court directs with any sureties that the court requires.

In proceedings to liquidate the assets and business of a corporation, the court may require all creditors of the corporation to file with the receiver, in any form that the court prescribes, proofs under oath of their respective claims. If the court requires the filing of claims,…

The liquidation of the assets and business of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In the event that the court dismisses the proceedings, it shall direct the receiver t…

In proceedings to liquidate the assets and business of a corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed to its shareh…

In case the court enters a decree dissolving a corporation, it is the duty of the clerk of the court to file a certified copy of the decree with the secretary of state. There is no fee charged by the secretary of state for that filing.

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a creditor or shareholder who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, will be…

Upon the establishment of any of the grounds for liquidation of the assets and business of (1) A domestic corporation or (2) A foreign corporation, to the extent the foreign corporation has assets within the state, stated in § 7-1.2-1314, and upon the establishment that the liqui…

The dissolution of a corporation either: (a) By the issuance of a certificate of dissolution by the secretary of state; or (b) By a decree of court when the court has not liquidated the assets and business of the corporation as provided in this chapter; or (c) By expiration of it…

Any corporation dissolved in any manner under this chapter or any corporation whose existence is terminated under § 44-12-8 or any corporation whose articles of incorporation are revoked by the secretary of state under § 7-1.2-1310 nevertheless continues for five (5) years after …

(a) No foreign corporation has the right to transact business in this state until it has procured a certificate of authority to do so from the secretary of state. No foreign corporation is entitled to procure a certificate of authority under this chapter to transact any business …

A foreign corporation which has received a certificate of authority under this chapter, until a certificate of revocation or of withdrawal has been issued as provided in this chapter, enjoys the same, but no greater, rights and privileges as a domestic corporation organized for t…

The secretary of state shall not issue a certificate of authority or amended certificate of authority to a foreign corporation unless the corporate name of the corporation: (a) Contains the word “corporation”, “company”, “incorporated”, or “limited”, or contains an abbreviation o…

Whenever a foreign corporation which is authorized to transact business in this state changes its name to one that does not satisfy the requirements of § 7-1.2-1403, it may not transact business in this state under the changed name until it adopts a name satisfying the requiremen…

In order to procure a certificate of authority to transact business in this state, a foreign corporation must make application for the certificate of authority to the secretary of state, which application includes: (a) The name of the corporation and the state or country under th…