Title 7, Title 7 Associations, and Partnerships

Upon the issuance of the certificate of incorporation, or upon a later date, not more than 30 days after the filing of articles of incorporation, that is set forth in the articles, the corporate existence begins, and the certificate of incorporation is conclusive evidence that al…

(a) After the issuance of the certificate of incorporation an organizational meeting of the board of directors named in the articles of incorporation may be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting byla…

A corporation may amend its articles of incorporation, from time to time, in any respect desired, as long as its articles of incorporation, as amended, contain only provisions that are lawful under this chapter.

(a) Amendments to the articles of incorporation are made in the following manner: (1) If there are members entitled to vote on the amendments, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a me…

Corporations may be organized under this chapter for any lawful purpose or purposes subject to the condition that no part of the net income or profit of any corporation will be distributable to its members, directors, or officers. Subject to that condition, the purpose or purpose…

The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary and shall set forth: (1) The name of the corporation; (2) The amendment so adopted; (3) If there are members entitled to…

(a) The articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed: (1) Endorse on the original the wor…

(a) Whenever any instrument authorized to be filed with the secretary of state under any provision of this chapter has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed, or acknowledged, the i…

(a) A domestic corporation may at any time restate its articles of incorporation as previously amended by filing with the secretary of state restated articles of incorporation. The restated articles of incorporation may include one or more amendments to the articles of incorporat…

(a) Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may merge into one of the entities pursuant to a plan of merger approved in the …

(a) Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may consolidate into one of the entities pursuant to a plan of consolidation app…

(a) A plan of merger or consolidation is adopted in the following manner: (1) If the members of any merging or consolidating corporation are entitled to vote on it, the board of directors of the corporation shall adopt a resolution approving the proposed plan and directing that i…

(a) Upon approval, articles of merger or articles of consolidation shall duly be executed and shall set forth: (1) The plan of merger or the plan of consolidation; (2) If the members of any merging or consolidating corporation are entitled to vote on the plan, then as to each cor…

(a) Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation is effected. (b) When the merger or consolidation has been effected: (1) The several parties to the plan of merger or consolidation are a…

(a) Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may be merged or consolidated in the following manner, if the merger or consolid…

(a) As used in this section, the term “other entity” means a foreign corporation or domestic or foreign unincorporated entity no part of the income or profit of which is distributable to its members, directors, or officers. (b) Any other entity may convert to a nonprofit corporat…

(a) The certificate of conversion to corporation (nonprofit) shall be delivered to the secretary of state. If the secretary of state finds that the certificate of conversion to corporation (nonprofit) conforms to law, the secretary of state shall, when all fees have been paid as …

(a) A nonprofit corporation of this state may, upon the authorization of a 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 en…

(a) The certificate of conversion to corporation (nonprofit) shall be delivered to the secretary of state. If the secretary of state finds that the certificate of conversion to corporation (nonprofit) conforms to law, the secretary of state shall, when all fees have been paid as …

A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal…

Each corporation has power to: (1) Have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation; (2) Sue and be sued, complain and defend, in its corporate name; (3) Have a corporate seal that may be altered at ple…

(a) A corporation may dissolve and wind up its affairs in the following manner: (1) If there are members entitled to vote on dissolution, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolu…

The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made for their payment and discharge; (2) Assets held by the …

A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which…

(a) A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action previously taken to dissolve the corporation, in the following manner: (1) If there are members entitled to vote on it, the board of directors sha…

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision has been made for them, and all of the remaining property and assets of the corporation have been …

(a) The articles of dissolution shall be 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 have been paid as prescribed in this chapter: (1) Endorse on the original the…

(a) The certificate 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; (2) The corporation has continued t…

(a) Upon revoking any certificate of incorporation, the secretary of state shall: (1) Issue a certificate of revocation in duplicate; (2) File one of the certificates in the secretary of state’s office; (3) Send to the corporation by regular mail a certificate of revocation, addr…

(a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-6-57, the secretary of state may withdraw the certificate of revocation and reinstate the corporation in good standing: (1) Upon filing by the corporation of the documents it had previously …

Any corporation aggrieved by the action of the secretary of state in revoking its articles of incorporation may appeal from the action in the manner provided in § 7-6-99.

(a) As used in this section: (1) “Corporation” includes: (i) Any corporation whether foreign or domestic, and whether a nonprofit or a for-profit corporation all of the profits of which go to a nonprofit corporation; and (ii) Any domestic or foreign predecessory entity of the cor…

(a) The superior court has full power to liquidate the assets and affairs of a corporation: (1) In an action by a member or director when it is made to appear: (i) That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corp…

(a) In proceedings to liquidate the assets and affairs of a corporation the court shall have the power to issue injunctions, to appoint a receiver or receivers pendente lite, with such powers and duties as the court directs, and to take such other proceedings as may be requisite …

A receiver shall in all cases be a citizen of the United States or a business corporation authorized to act as receiver, which corporations may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give any bond t…

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

The liquidation of the assets and affairs 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 that event the court shall dismiss the proceedings and direct the receiver to redel…

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

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. No fee shall be 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 any person who is unknown or cannot be found, or who is under disability and for whom there is no person legally competent to receive the distributive portion, shall be redu…

The dissolution of a corporation either: (1) By the issuance of a certificate of dissolution by the secretary of state; or (2) By a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter; or (3) By expiration of its…

Any corporation dissolved in any manner under this chapter or any corporation whose certificate of incorporation is revoked by the secretary of state under § 7-6-56 nevertheless continues for five (5) years after the date of the dissolution or revocation for the purpose of enabli…

Each corporation has the power to make guarantees, although not in furtherance of its corporate purposes, when authorized at a meeting of members by the affirmative vote of a majority of the members entitled to vote on the guarantees, or a greater percentage that may be provided …

(a) No foreign corporation has the right to conduct affairs 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 conduct any affairs in t…

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

No certificate of authority shall be issued to a foreign corporation unless the corporate name of the corporation: (1) Does not contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articl…