R.I. Gen. Laws § 7-6-1 Short title.
7-6-1. Short title.
This chapter shall be known and may be cited as the “Rhode Island Nonprofit Corporation
Act”.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
Rhode Island Nonprofit Corporation Act
R.I. Gen. Laws tit. 7, ch. 7-6
in effectR.I. Gen. Laws § 7-6-2 Definitions.
7-6-2. Definitions.
As used in this chapter, unless the context otherwise requires, the term:
(1) “Articles of incorporation” means the original or restated articles of incorporation
or articles of consolidation and all amendments to it, including articles of merger
and special acts of the general assembly creating corporations and/or entities.
(2) “Authorized representative” means a person who is duly authorized by a nonprofit corporation’s
board of directors to act on behalf of the nonprofit corporation.
(3) “Board of directors” means the group of persons vested with the management of the
affairs of the corporation (including, without being limited to, a board of trustees)
regardless of the name by which the group is designated.
(4) “Bylaws” means the code or codes of rules adopted for the regulation or management
of the affairs of the corporation regardless of the name, or names, by which the rules
are designated.
(5) “Corporation” or “Domestic corporation” means a nonprofit corporation subject to the
provisions of this chapter, except a foreign corporation.
(6) “Delivering/Delivered” means either physically transferring a paper document to the
secretary of state or transferring a document to the secretary of state by electronic
transmission through a medium provided and authorized by the secretary of state.
(7) “Director” means a member of a board of directors.
(8) “Electronic transmission” means any form of communication, not directly involving
the physical transmission of paper, that creates a record that may be retained, retrieved,
and reviewed by a recipient thereof and that may be directly reproduced in paper form
by such a recipient through an automated process.
(9) “Entity” includes a domestic or foreign business corporation, domestic or foreign
nonprofit corporation, domestic or foreign unincorporated entity, estate, trust, state,
the United States, a foreign government, or a governmental subdivision.
(10) “Filing” means delivered to the secretary of state in either paper format or electronic
transmission through a medium provided and authorized by the secretary of state.
(11) “Foreign corporation” means a nonprofit corporation organized under laws other than
the laws of this state.
(12) “Insolvent” means inability of a corporation to pay its debts as they become due in
the usual course of its affairs.
(13) “Member” means one having membership rights in a corporation in accordance with the
provisions of its articles of incorporation or bylaws regardless of the name by which
the person is designated.
(14) “Nonprofit corporation” means a corporation of which no part of the income or profit
is distributable to its members, directors, or officers, except as otherwise expressly
permitted by this chapter.
(15) “Signature” or “signed” or “executed” means an original signature, facsimile, or an
electronically transmitted signature submitted through a medium provided and authorized
by the secretary of state.
(16) “Unincorporated entity” means an organization or artificial legal person that either
has a separate legal existence or has the power to acquire an estate in real property
in its own name and that is not any of the following: a domestic or foreign business
or nonprofit corporation, an estate, a trust, a governmental subdivision, a state,
the United States, or a foreign government. The term includes a general partnership,
limited liability company, limited partnership, business or statutory trust, joint
stock association, and unincorporated nonprofit association.
(17) “Volunteer” means an individual performing services for a nonprofit corporation without
compensation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1; P.L. 1989,
ch. 186, § 1; P.L. 2008, ch. 57, § 3; P.L. 2008, ch. 123, § 3; P.L. 2014, ch. 25,
§ 1; P.L. 2014, ch. 40, § 1; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L.
2021, ch. 335, § 1, effective July 9, 2021.
R.I. Gen. Laws § 7-6-3 Corporations to which this chapter applies.
7-6-3. Corporations to which this chapter applies.
(a) The provisions of this chapter relating to domestic corporations apply to:
(1) All corporations organized under these provisions;
(2) All corporations previously organized under any act hereby or previously repealed
for a purpose or purposes for which a corporation might be organized under this chapter;
and
(3) All corporations previously or subsequently created by any special act of the general
assembly for a purpose or purposes for which a corporation might be organized under
this chapter, except insofar as the provisions of this chapter are inconsistent with
the provisions of any special act.
(b) The provisions of this chapter relating to the amendment of articles of incorporation
of domestic corporations apply to all corporations previously or subsequently created
by special act of the general assembly whose charters are subject to amendment, repeal,
or modification at the pleasure of the general assembly.
(c) The provisions of this chapter notwithstanding, incorporation authorized by an act
entitled “An Act to Incorporate the Bishop and Vicar General of the Diocese of Hartford,
Together with the Pastor and Two Laymen of any Roman Catholic Church or Congregation
in Rhode Island” passed at the January session, 1869, and any acts in amendment of
it or in addition to it may be continued to be made under it and nothing in this chapter
or in the general corporation law contained is to be construed as repealing the acts.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-4 Purposes.
7-6-4. Purposes.
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 purposes for which corporations may be organized under this chapter
include, but are not limited to, any one or more of the following purposes or activities:
(1) Charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious;
social; recreational; fraternal; literary; cultural; athletic; scientific; agricultural;
horticultural; animal husbandry; health services; and professional, commercial, industrial,
or trade association;
(2) Libraries; and fire engine companies;
(3) Constructing, acquiring, leasing, fostering, encouraging, and assisting the physical
location, settlement, or resettlement of industrial, manufacturing, commercial, or
recreational facilities or enterprises within the state;
(4) Planning, constructing, erecting, maintaining, operating, and managing land, buildings,
and improvements in projects undertaken pursuant to chapters 31 — 33 of title 45;
(5) Engaging in municipal projects authorized by the governing body of the municipality;
and
(6) Providing housing and related facilities and services for elderly persons.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-5 General powers.
7-6-5. General powers.
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 pleasure, and to use that seal by causing
it, or a facsimile of it, to be impressed or affixed or in any other manner reproduced;
(4) Purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire,
own, hold, improve, use, and otherwise deal in and with real or personal property,
or any interest in real or personal property, wherever situated, and without restriction
as to amount;
(5) Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of
all or any part of its property and assets;
(6) Lend money to and use its credit to assist its employees (other than employees who
are also directors) and otherwise assist its employees;
(7) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use,
employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and
deal in and with, shares or other interests in, or obligations of, other domestic
or foreign corporations, whether for profit or not for profit, associations, partnerships,
or individuals, or direct or indirect obligations of the United States, or of any
other government, state, territory, governmental district or municipality, or of any
instrumentality of those entities;
(8) Make contracts and guarantees and incur liabilities; borrow money at the rates of
interest that the corporation determines; issue its notes, bonds, and other obligations;
guarantee debts and secure any of its obligations by mortgage or pledge of all or
any of its property, franchises, and income;
(9) Lend money for its corporate purposes; invest and reinvest its funds; and take and
hold real and personal property as security for the payments of funds loaned or invested
in that manner;
(10) Conduct its affairs, carry on its operations, have offices, and exercise the powers
granted by this chapter within or without this state;
(11) Elect or appoint officers and agents of the corporation, who may be directors or members,
and define their duties and fix their compensation;
(12) Make and alter bylaws, not inconsistent with its articles of incorporation or with
the laws of this state, for the administration and regulation of the affairs of the
corporation;
(13) Unless otherwise provided in the articles of incorporation, make donations for the
public welfare or for charitable, scientific, or educational purposes;
(14) Pay pensions and establish pension plans or pension trusts for any or all of its directors,
officers, and employees;
(15) Have and exercise all powers necessary or convenient to effect any or all of the purposes
for which the corporation is organized.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-6 Indemnification.
7-6-6. Indemnification.
(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 corporation in a merger, consolidation,
or other transaction in which the predecessor’s existence ceased upon consummation
of the transaction.
(2) “Director” means any person who is or was a director of the corporation and any person
who, while a director of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust, other enterprise,
or employee benefit plan.
(3) “Expenses” include attorneys’ fees.
(4) “Official capacity” means:
(i) When used with respect to a director, the office of director in the corporation.
(ii) When used with respect to a person other than a director, as contemplated in subsection
(i), the elective or appointive office in the corporation held by the officer or the
employment or agency relationship undertaken by the employee or agent on behalf of
the corporation, but in each case does not include service for any other foreign or
domestic corporation or any partnership, joint venture, trust, other enterprise, or
employee benefit plan.
(5) “Party” includes a person who was, is, or is threatened to be made, a named defendant
or respondent in a proceeding.
(6) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative.
(b)(1) A corporation has power to indemnify any person made a party to any proceeding by
reason of the fact that the person is or was a director if:
(i) He or she conducted himself or herself in good faith; and
(ii) He or she reasonably believed:
(A) In the case of conduct in his or her official capacity with the corporation, that
his or her conduct was in its best interests; and
(B) In all other cases, that his or her conduct was at least not opposed to its best interests;
and
(iii) In the case of any criminal proceeding, he or she had no reasonable cause to believe
his or her conduct was unlawful.
(2) Indemnification may be made against judgments, penalties, fines, settlements, and
reasonable expenses actually incurred by the person in connection with the proceeding;
except that if the proceeding was by or in the right of the corporation, indemnification
may be made only against the reasonable expenses and shall not be made in respect
of any proceeding in which the person has been adjudged to be liable to the corporation.
The termination of any proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, is not, of itself, determinative that
the person did not meet the requisite standard of conduct set forth in this subsection.
(c) A director is not indemnified under subsection (b) in respect of any proceeding charging
improper personal benefit to him or her, whether or not involving action in his or
her official capacity, in which he or she has been adjudged to be liable on the basis
that personal benefit was improperly received by him or her.
(d)(1) Unless limited by the articles of incorporation:
(i) A director who is wholly successful, on the merits or otherwise, in the defense of
any proceeding referred to in subsection (b) is indemnified against reasonable expenses
incurred by the director in connection with the proceeding; and
(ii) A court of appropriate jurisdiction, upon application of a director and any notice
that the court requires, has authority to order indemnification in the following circumstances:
(A) If it determines a director is entitled to reimbursement under subsection (d)(1)(i),
the court shall order indemnification, in which case the director is also entitled
to recover the expenses of securing the reimbursement; or
(B) If it determines that the director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not the director has met the
standard of conduct described in subsection (b) or has been adjudged liable in the
circumstances described in subsection (c), the court may order any indemnification
that it deems proper, except that indemnification with respect to any proceeding by
or in the right of the corporation or in which liability has been adjudged in the
circumstances described in subsection (c) is limited to expenses.
(2) A court of appropriate jurisdiction may be the same court in which the proceeding
involving the director’s liability took place.
(e)(1) No indemnification under subsection (b) shall be made by the corporation unless authorized
in the specific case after a determination has been made that indemnification of the
director is permissible in the circumstances because the director has met the standard
of conduct described in subsection (b). The determination shall be made:
(i) By the board of directors by a majority vote of a quorum consisting of directors not
at the time parties to the proceeding;
(ii) If a quorum cannot be obtained, then by a majority vote of a committee of the board,
duly designated to act in the matter by a majority vote of the full board (in which
designation directors who are parties may participate), consisting solely of two (2)
or more directors not at the time parties to the proceeding;
(iii) By special legal counsel, selected by the board of directors or a committee of the
board by vote as described in subsection (e)(1)(i) or (e)(1)(ii), or, if the requisite
quorum of the full board cannot be obtained for the vote and the committee cannot
be established, by a majority vote of the full board (in which selection directors
who are parties may participate); or
(iv) By the members.
(2) Authorization of indemnification and determination as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is permissible,
except that if the determination that indemnification is permissible is made by special
legal counsel, authorization of indemnification and determination as to reasonableness
of expenses shall be made in a manner specified in subsection (e)(1)(iii) for the
selection of counsel. Directors who are parties to the proceeding shall not, as members,
vote on the subject matter under this subsection (e).
(f) Reasonable expenses incurred by a director who is a party to a proceeding may be paid
or reimbursed by the corporation in advance of the final disposition of the proceedings
upon receipt by the corporation of:
(1) A written affirmation by the director of the director’s good-faith belief that the
director has met the standard of conduct necessary for indemnification by the corporation
as authorized in this section; and
(2) A written undertaking by or on behalf of the director to repay the amount if it is
ultimately determined that the director has not met the standard of conduct, and after
a determination that the facts then known to those making the determination would
not preclude indemnification under this section. The undertaking required by this
subsection (f)(2) is an unlimited general obligation of the director but need not
be secured and may be accepted without reference to financial ability to make repayment.
Determinations and authorizations of payments under this subsection (f) shall be made
in the manner specified in subsection (e).
(g) The indemnification provided by this section is not deemed exclusive of any other
rights to which those seeking indemnification are entitled under any bylaw, agreement,
vote of members or disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding office,
and continues as to a person who ceases to be a director, officer, partner, trustee,
employee, or agent and inures to the benefit of the heirs, executors, and administrators
of the person. Nothing contained in this section limits the corporation’s power to
pay or reimburse expenses incurred by a director in connection with his or her appearance
as a witness in a proceeding at a time when he or she has not been named a defendant
or respondent in the proceeding.
(h) For purposes of this section, the corporation is deemed to have requested a director
to service an employee benefit plan whenever the performance by the director of the
director’s duties to the corporation also imposes duties on, or otherwise involves
services by, the director to the plan or participants or beneficiaries of the plan;
excise taxes assessed on a director regarding an employee benefit plan pursuant to
applicable law are deemed “fines”; and action taken or omitted by the director regarding
an employee benefit plan in the performance of the director’s duties for a purpose
reasonably believed by the director to be in the interest of the participants and
beneficiaries of the plan are deemed to be for a purpose that is not opposed to the
best interests of the corporation.
(i) Unless limited by the articles of incorporation:
(1) An officer of the corporation is indemnified to the same extent provided in subsection
(d) for a director and is entitled to the same extent as a director to seek indemnification
pursuant to the provisions of subsection (d);
(2) A corporation has the power to indemnify and to advance expenses to an officer, employee,
or agent of the corporation to the same extent that it may indemnify and advance expenses
to directors pursuant to this section; and
(3) A corporation, in addition, has the power to indemnify and to advance expenses to
an officer, employee, or agent who is not a director to any further extent, consistent
with law, that is provided by its articles of incorporation, bylaws, general or specific
action of its board of directors, or contract.
(j) A corporation has power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, or agent of the corporation, or who,
while a director, officer, employee, or agent of the corporation, is or was serving
at the request of the corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint venture, trust,
other enterprise, or employee benefit plan, against any liability asserted against
the director and incurred by the director in any capacity or arising out of the director’s
status as director, whether or not the corporation would have the power to indemnify
the director against liability under the provisions of this section.
(k) Any indemnification of, or advance of expenses to, a director in accordance with this
section, if arising out of a proceeding by or in the right of the corporation, shall
be reported, in writing, to the members with or before the notice of the next members’
meeting.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1.
R.I. Gen. Laws § 7-6-7 Guarantee authorized by members.
7-6-7. Guarantee authorized by members.
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 by the articles of incorporation or bylaws, or if
there are no members, or no members entitled to vote on the guarantees, by the affirmative
vote of a majority of the directors in office, or a greater percentage that is provided
by the articles of incorporation or bylaws. If authorized by a like vote, a corporation
has the power to mortgage, pledge, or give a security interest in all or any of its
property, franchises, and income to secure the guarantee or to secure obligations
other than its own.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-8 Limiting powers of certain corporations.
7-6-8. Limiting powers of certain corporations.
(a) No corporation that is a “private foundation” as defined in § 509(a) (26 U.S.C. § 509(a)) of the Internal Revenue Code of 1954 shall:
(1) Engage in any act of “self-dealing”, as defined in § 4941(d) (26 U.S.C. § 4941(d)) of the Internal Revenue Code of 1954, which would give rise to any liability for
the tax imposed by § 4941(a) (26 U.S.C. § 4941(a)) of the code;
(2) Retain any “excess business holdings”, as defined in § 4943(c) (26 U.S.C. § 4943(c)) of the Internal Revenue Code of 1954, which would give rise to any liability for
the tax imposed by § 4943(a) (26 U.S.C. § 4943(a)) of the code;
(3) Make any investment which would jeopardize the carrying out of any of the exempt purposes
of the trust, within the meaning of § 4944 (26 U.S.C. § 4944) of the Internal Revenue Code of 1954, so as to give rise to any liability for the
tax imposed by § 4944(a) (26 U.S.C. § 4944(a)) of the code; and
(4) Make any “taxable expenditures”, as defined in § 4945(d) (26 U.S.C. § 4945(d)) of the Internal Revenue Code of 1954, which would give rise to any liability for
the tax imposed by § 4945(a) (26 U.S.C. § 4945(a)) of the code.
(b) Each corporation which is a “private foundation” as defined in § 509(a) (26 U.S.C. § 509(a)) of the Internal Revenue Code of 1954 shall distribute for the purposes specified
in articles of organization for each taxable year, amounts at least sufficient to
avoid liability for the tax imposed by § 4942(a) (26 U.S.C. § 4942(a)) of the code.
(c) The provisions of subsections (a) and (b) of this section do not apply to any corporation
to the extent that a court of competent jurisdiction determines that the application
would be contrary to the terms of the articles of organization or other instrument
governing the corporation or governing the administration of charitable funds held
by it and that the articles of incorporation may not properly be changed to conform
to the sections.
(d) All references to sections of the Internal Revenue Code of 1954 include future amendments
to the sections and corresponding provisions of future internal revenue laws.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-9 Exemption from liability.
7-6-9. Exemption from liability.
Notwithstanding any other provisions of this chapter:
(a) No person serving without compensation as a volunteer, director, officer, or trustee
of a nonprofit corporation, including a corporation qualified as a tax-exempt corporation
under § 501(c) of the United States Internal Revenue Code, 26 U.S.C. § 501(c), or of an unincorporated nonprofit organization or an unincorporated public charitable
institution qualified as a tax-exempt organization under § 501(c) of the United States Internal Revenue Code, is liable to any person based solely on his or her conduct in the execution of the
office or duty unless the conduct of the director, officer, trustee, or volunteer
regarding the person asserting the liability constituted malicious, willful, or wanton
misconduct. As used in this section, “compensation” does not include a per diem or
per meeting allowance, health insurance benefits, or reimbursement for out of pocket
costs and expenses incurred in the service. Nothing in these provisions is construed
to exempt a volunteer from liability based upon his or her ownership and/or operation
of a motor vehicle.
(b) Officers, directors, agents, servants, volunteers, and employees of a corporation
are not liable for bodily injury to any person incurred while the person is practicing
for, or participating in, any contest or exhibition of an athletic or sports nature
sponsored by the corporation; provided, that the person has, or in the case of a minor,
a parent or guardian of the minor has, signed a written waiver of liability of the
corporation and acknowledgment of assumption of risk regarding the practicing for,
or participating in, any contest or exhibition of an athletic or sports nature sponsored
by the corporation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1; P.L. 1987,
ch. 522, § 3; P.L. 1988, ch. 573, § 1; P.L. 1989, ch. 186, § 1; P.L. 1989, ch. 380,
§ 1.
R.I. Gen. Laws § 7-6-10 Defense of ultra vires.
7-6-10. Defense of ultra vires.
No act of a corporation and no conveyance or transfer of real or personal property
to or by a corporation shall be 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 asserted:
(1) In a proceeding by a member or a director against the corporation to enjoin the doing
or continuation of unauthorized acts, or the transfer of real or personal property
by or to the corporation. If the unauthorized acts or transfer sought to be enjoined
are being, or are to be, performed pursuant to any contract to which the corporation
is a party, the court may, if all of the parties to the contract are parties to the
proceeding and if it deems it to be equitable, set aside and enjoin the performance
of the contract, and in doing so may allow to the corporation or the other parties
to the contract compensation for the loss or damage sustained by either of them that
results from the action of the court in setting aside and enjoining the performance
of the contract, but anticipated profits to be derived from the performance of the
contract are not to be awarded by the court as a loss or damage sustained.
(2) In a proceeding by the corporation, whether acting directly or through a receiver,
trustee, or other legal representative, or through members in a representative suit,
against the officers or directors of the corporation for exceeding their authority.
(3) In a proceeding by the secretary of state, as provided in this chapter, to revoke
the certificate of incorporation of the corporation, or in a proceeding by the secretary
of state to enjoin the corporation from performing unauthorized acts, or in any other
proceeding by the secretary of state.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-11 Corporate name.
7-6-11. Corporate name.
(a) The corporate name:
(1) Shall 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 articles of
incorporation.
(2) Shall be distinguishable upon the records of the secretary of state from:
(i) The name of any corporation, whether for profit or not for profit, limited partnership,
or domestic or foreign limited liability company organized under the laws of, or registered
or qualified or authorized to do business or conduct affairs in this state; or
(ii) Any name that is filed, reserved, or registered under this title, or as permitted
by the laws of this state, subject to the following:
(A) This provision shall not apply if the applicant files with the secretary of state
a certified copy of a final decree of a court of competent jurisdiction establishing
the prior right of the applicant to the use of the name in this state; and
(iii) The name may be the same as the name of a corporation, non-business corporation, or
other association the certificate of incorporation or organization of which has been
revoked by the secretary of state as permitted by law, and the revocation has not
been withdrawn within one year from that date.
(3) Shall be translated into letters of the English alphabet, if it is not in English.
(4) Words and/or abbreviations that are required by statute to identify the particular
type of business entity shall be disregarded when determining if a name is distinguishable
upon the records of the secretary of state.
(5) The secretary of state shall promulgate rules and regulations defining the term “distinguishable
upon the record” for the administration of this chapter.
(b)(1) Any nonprofit corporation organized under the laws of, or registered or qualified
to do business in this state, may transact its affairs in this state under a fictitious
name if it files a fictitious business name statement in accordance with this subsection
(b).
(2) A fictitious business name statement shall be filed with the secretary of state accompanied
by a fee of twenty dollars ($20.00), and shall be executed by an authorized person
of the nonprofit corporation or by a person with authority to do so under the laws
of the state or other jurisdiction of the organization of the nonprofit corporation
and shall describe:
(i) The fictitious business name to be used; and
(ii) The name of the nonprofit corporation, the state or other jurisdiction in which the
nonprofit corporation is organized, and date of the nonprofit corporation’s organization.
(3) The fictitious business name statement expires upon the filing of a statement of abandonment
of use of a fictitious business name registered in accordance with this subsection
(b) or upon the dissolution of the domestic corporation or the cancellation of registration
of the foreign corporation.
(4) The statement of abandonment of use of a fictitious business name under this subsection
(b) shall be filed with the secretary of state; shall be executed in the same manner
as provided in subsection (b)(2); and shall describe:
(i) The fictitious business name being abandoned;
(ii) The date on which the original fictitious business name statement being abandoned
was filed; and
(iii) The information described in subsection (b)(2)(ii).
(5) No domestic or foreign nonprofit corporation conducting its affairs under a fictitious
business name contrary to the provisions of this section, or its assignee, may maintain
any action upon or because of any contract made, or transaction had, in the fictitious
business name in any court of the state or until a fictitious business name statement
has been filed in accordance with this section.
(6) No nonprofit corporation may conduct its affairs under a fictitious business name
pursuant to this section that is not distinguishable upon the records of the secretary
of state from the name of any corporation, limited partnership, or domestic or foreign
limited liability company organized under the laws of, or registered or qualified
to do business in this state or any name that is filed, reserved, or registered under
this title or as permitted by the laws of this state, subject to the following:
(i) This provision does not apply if the applicant files with the secretary of state:
(ii) A certified copy of a final decree of a court of competent jurisdiction establishing
the prior right of the applicant to the use of the name in this state; and
(iii) The name may be the same as the name of a corporation, non-business corporation, or
other association the certificate of incorporation or organization of which has been
revoked by the secretary of state as permitted by law, and the revocation has not
been withdrawn within one year from that date.
(iv) Words and/or abbreviations that are required by statute to identify the particular
type of business entity shall be disregarded when determining if a name is distinguishable
upon the records of the secretary of state.
(v) The secretary of state shall promulgate rules and regulations defining the term “distinguishable
upon the record” for the administration of this chapter.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1989, ch. 380, § 1; P.L. 1997,
ch. 188, § 2; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2011, ch. 54, §
2; P.L. 2011, ch. 60, § 2.
R.I. Gen. Laws § 7-6-11.1 Reservation of name — Transfer of reserved name.
7-6-11.1. Reservation of name — Transfer of reserved name.
(a) The exclusive right to use a specified name for a domestic or foreign nonprofit corporation
may be reserved by:
(1) A person who intends to organize a domestic nonprofit corporation;
(2) A domestic nonprofit corporation or foreign nonprofit corporation authorized to conduct
affairs in this state that, in either case, proposes to change its name;
(3) A foreign nonprofit corporation that intends to make applications for a certificate
of authority to conduct affairs in this state; or
(4) Any person intending to organize a foreign nonprofit corporation and intending to
have it registered in this state and adopt that name.
(b) A person may reserve a specified name by filing a signed application with the secretary
of state accompanied by a fee of twenty dollars ($20.00) and, if the secretary of
state finds that the name is available, the secretary of state shall reserve the name
for one hundred twenty (120) days for the exclusive use of the applicant.
(c) The exclusive right to use a reserved name may be transferred to another person by
filing with the secretary of state a notice of the transfer, specifying the name and
address of the transferee and signed by the applicant for whom the name was reserved.
P.L. 1997, ch. 188, § 3.
R.I. Gen. Laws § 7-6-12 Registered office and registered agent.
7-6-12. Registered office and registered agent.
Each corporation shall have and continuously maintain in this state:
(1) A registered office, which may be the same as its principal office;
(2) A registered agent, who may be either an individual resident in this state whose business
office is identical with the registered office, or a domestic corporation, whether
for profit or not for profit, or a foreign corporation, whether for profit or not
for profit, authorized to transact business or conduct affairs in this state, having
an office identical with the registered office.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-13 Change of registered office or registered agent.
7-6-13. Change of registered office or registered agent.
(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 registered office is changed, the address to which the registered
office is to be changed;
(4) The name of its then-registered agent;
(5) If its registered agent is changed, the name of its successor registered agent;
(6) That the address of its registered office and the address of the office of its registered
agent, as changed, will be identical;
(7) That the change was authorized by a duly adopted resolution by its board of directors.
(b) The statement shall be executed by the corporation by its president or a vice president
and delivered to the secretary of state. If the secretary of state finds that the
statement conforms to the provisions of this chapter, the secretary of state shall
file the statement in the secretary of state’s office, and upon filing, the change
of address of the registered office, or the appointment of a new registered agent,
or both, becomes effective.
(c) Any registered agent of a corporation may resign as the agent upon filing a written
notice of resignation, executed in duplicate, with the secretary of state, who shall
immediately mail a copy of it to the corporation in care of an officer, who is not
the resigning registered agent, at the address of the officer as shown by the most
recent annual report of the corporation. The appointment of the agent terminates upon
the expiration of thirty (30) days after receipt of the notice by the secretary of
state.
(d) If a registered agent changes his, her, or its business address to another place within
the state, the registered agent may change the address and the address of the registered
office of any corporations of which the registered agent is registered agent by filing
a statement as required in this section except that it need be signed only by the
registered agent and need not be responsive to subsection (a)(5) or (a)(7) and must
recite that a copy of the statement has been mailed to each corporation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-14 Service of process on corporation.
7-6-14. Service of process on corporation.
(a) The registered agent appointed by a corporation shall be 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 this state,
or whenever its registered agent cannot with reasonable diligence be found at the
registered office, the secretary of state shall be an agent of the corporation upon
whom any process, notice, or demand may be served. Service on the secretary of state
of any process, notice, or demand is made by delivering to and leaving with the secretary
of state or with any clerk having charge of the corporation department of the secretary
of state’s office, duplicate copies of the process, notice, or demand. In the event
any process, notice, or demand is served on the secretary of state, the secretary
of state shall immediately forward one of the copies by registered mail, addressed
to the corporation at its registered office. Any service upon the secretary of state
is returnable in not less than thirty (30) days.
(c) The secretary of state shall keep a record of all processes, notices, and demands
served upon the secretary of state under this section, and shall record in the record
the time of service and his or her action with reference to it.
(d) Nothing contained in these provisions limits or affects the right to serve any process,
notice, or demand required or permitted by law to be served upon a corporation in
any other manner now or subsequently permitted by law.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-15 Members.
7-6-15. Members.
A corporation may have one or more classes of members or may have no members. If the
corporation has one or more classes of members, the designation of the class or classes;
the manner of election or appointment; and the qualifications and rights of the members
of each class shall be stated in the articles of incorporation or the bylaws. If the
corporation has no members, that fact shall be stated in the articles of incorporation
or the bylaws. A corporation may issue certificates evidencing membership. The directors,
officers, employees, and members of the corporation are not liable on its obligations.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-16 Bylaws.
7-6-16. Bylaws.
The initial bylaws of a corporation shall be adopted by its board of directors. The
power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board
of directors unless otherwise provided in the articles of incorporation or the bylaws.
The bylaws may contain any provisions for the regulation and management of the affairs
of a corporation not inconsistent with law or the articles of incorporation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-17 Bylaws and other powers in emergency.
7-6-17. Bylaws and other powers in emergency.
(a) The board of directors of any corporation may adopt emergency bylaws, that are, notwithstanding
any different provision contained in this chapter or in the articles of incorporation
or bylaws, operative during any emergency in the conduct of the affairs of the corporation
resulting from an attack on the United States or any nuclear or atomic disaster. The
emergency bylaws may make any provision that may be practical and necessary for the
circumstances of the emergency, including provisions that:
(1) A meeting of the board of directors may be called by any officer or director in the
manner and under the conditions that are prescribed in the emergency bylaws;
(2) The director or directors in attendance at the meeting, or any greater number fixed
by the emergency bylaws, constitutes a quorum; and
(3) The officers or other persons designated on a list approved by the board of directors
before the emergency, all in the order of priority and subject to the conditions and
for the period of time (not longer than reasonably necessary after the termination
of the emergency) as is provided in the emergency bylaws or in the resolution approving
the list, are, to the extent required to provide a quorum at any meeting of the board
of directors, deemed directors for the meeting.
(b) The board of directors, either before or during any emergency, may provide, and from
time to time modify, lines of succession in the event that during any emergency any
or all officers or agents of the corporation are for any reason rendered incapable
of discharging their duties.
(c) The board of directors, either before or during any emergency, may, effective in the
emergency, change the head office or designate several alternative head offices or
regional offices, or authorize the officers to do so.
(d) To the extent not inconsistent with any emergency bylaws adopted, the bylaws of the
corporation remain in effect during any emergency and upon its termination the emergency
bylaws cease to be operative.
(e) Unless otherwise provided in emergency bylaws, notice of any meeting of the board
of directors during any emergency may be given only to the directors that it may be
feasible to reach at the time and by the means that may be feasible at the time, including
publication or radio.
(f) To the extent required to constitute a quorum at any meeting of the board of directors
during any emergency, the officers of the corporation who are present are, unless
otherwise provided in emergency bylaws, deemed, in order of rank and within the same
rank in order of seniority, directors for the meeting.
(g) No officer, director, or employee acting in accordance with any emergency bylaws is
liable except for willful misconduct. No officer, director, or employee is liable
for any action taken by him or her in good faith in any emergency in furtherance of
the ordinary affairs of the corporation even though not authorized by the bylaws then
in effect.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-18 Meetings of members.
7-6-18. Meetings of members.
(a) Meetings of members may be held at any place, either within or without this state,
that is provided in the bylaws. In the absence of any provision, all meetings shall
be held at the registered office of the corporation in this state.
(b) An annual meeting of the members shall be held at the time that is provided in the
bylaws. Failure to hold the annual meeting at the designated time does not work a
forfeiture or dissolution of the corporation.
(c) Special meetings of the members may be called by the president or by the board of
directors. Special meetings of the members may also be called by any other officers
or persons or number or proportion of members that is provided in the articles of
incorporation or the bylaws. In the absence of a provision fixing the number or proportion
of members entitled to call a meeting, a special meeting of members may be called
by members having one-twentieth (1/20) of the votes entitled to be cast at the meeting.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-19 Notice of members’ meetings.
7-6-19. Notice of members’ meetings.
Unless otherwise provided in the articles of incorporation or the bylaws, written
notice stating the place, day, and hour of the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the president, or the secretary, or the officers
or persons calling the meeting, to each member entitled to vote at the meeting. If
mailed, the notice is deemed to be delivered when deposited in the United States mail
addressed to the member at his or her address as it appears on the records of the
corporation, with postage prepaid.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-20 Voting.
7-6-20. Voting.
(a) The right of the members, or any class or classes of members, to vote may be limited,
enlarged, or denied to the extent specified in the articles of incorporation or the
bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is
entitled to one vote on each matter submitted to a vote of members.
(b) A member entitled to vote may vote in person or, unless the articles of incorporation
or the bylaws provide otherwise, may vote by proxy executed in writing by the member
or by his or her authorized attorney in fact. No proxy is valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy. Where
directors or officers are to be elected by members, the bylaws may provide that the
elections may be conducted by mail.
(c) The articles of incorporation or the bylaws may provide that in all elections for
directors every member entitled to vote has the right to cumulate his or her vote
and to give one candidate a number of votes equal to his or her vote multiplied by
the number of directors to be elected, or by distributing the votes on the same principle
among any number of candidates.
(d) If a corporation has no members or its members have no right to vote, the directors
have the sole voting power.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-21 Quorum.
7-6-21. Quorum.
The bylaws may provide the number or percentage of members entitled to vote represented
in person or by proxy, or the number or percentage of votes represented in person
or by proxy, that constitutes a quorum at a meeting of members. In the absence of
any provision, members holding one-tenth (1/10) of the votes entitled to be cast on
the matter to be voted upon represented in person or by proxy constitute a quorum.
If a quorum is present, the affirmative vote of a majority of the members present
or represented by proxy is the act of the members unless a greater proportion or voting
by classes is required by this chapter, the articles of incorporation, or the bylaws.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-22 Board of directors.
7-6-22. Board of directors.
(a) The affairs of a corporation are managed by a board of directors. Directors need not
be residents of this state or members of the corporation unless the articles of incorporation
or the bylaws requires it. The articles of incorporation or the bylaws may prescribe
other qualifications for directors.
(b) A director shall discharge his or her duties as a director, including his or her duties
as a member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a similar position would exercise under
similar circumstances; and
(3) In a manner he or she reasonably believes to be in the best interests of the corporation.
(c) In discharging his or her duties, a director is entitled to rely on information, opinions,
reports, or statements, including financial statements and other financial data, if
prepared or presented by:
(1) One or more officers or employees of the corporation whom the director reasonably
believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants, or other persons as to matters the director reasonably
believes are within the person’s professional or expert competence; or
(3) A committee of the board of directors of which he or she is not a member if the director
reasonably believes the committee merits confidence.
(d) A director is not acting in good faith if he or she has knowledge concerning the matter
in question that makes reliance otherwise permitted by subsection (c) unwarranted.
(e) A director is not liable for any action taken as a director, or any failure to take
any action, if he or she performed the duties of his or her office in compliance with
this section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1.
R.I. Gen. Laws § 7-6-23 Number and election of directors.
7-6-23. Number and election of directors.
(a) The number of directors of a corporation shall be not less than three (3). Subject
to limitation, the number of directors shall be fixed by the bylaws, except as to
the number of the first board of directors, which number shall be fixed by the articles
of incorporation. The number of directors may be increased or decreased from time
to time by amendment to or as provided by the bylaws, unless the articles of incorporation
provide that a change in the number of directors shall be made only by amendment of
the articles of incorporation. No decrease in number has the effect of shortening
the term of any incumbent director. In the absence of a bylaw fixing the number of
directors, the number shall be the same as that stated in the articles of incorporation.
(b) The directors constituting the first board of directors shall be named in the articles
of incorporation and hold office until the first annual election of directors or for
any other period that may be specified in the articles of incorporation or the bylaws.
Subsequently, directors shall be elected or appointed in the manner and for the terms
provided in the articles of incorporation or the bylaws. In the absence of a provision
fixing the term of office, the term of office of a director is one year.
(c) Directors may be divided into classes and the terms of office of the several classes
need not be uniform. Each director shall hold office for the term for which he or
she is elected or appointed and until his or her successor has been elected or appointed
and qualified.
(d) A director may be removed from office pursuant to any procedure for removal that is
provided in the articles of incorporation or in bylaws and that has been approved
by the members of the corporation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-24 Vacancies on board of directors.
7-6-24. Vacancies on board of directors.
(a) Any vacancy occurring on the board of directors and any directorship to be filled
by reason of an increase in the number of directors may be filled by the affirmative
vote of a majority of the remaining directors, unless the articles of incorporation
or the bylaws provide that a vacancy or created directorship shall be filled in some
other manner, in which case the provision shall control.
(b) A director elected or appointed to fill a vacancy shall be elected or appointed for
the unexpired term of the director’s predecessor in office.
(c) Any directorship to be filled by reason of an increase in the number of directors
may be filled by the board of directors for a term of office continuing only until
the next election of directors.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-25 Quorum of directors.
7-6-25. Quorum of directors.
(a) A majority of the number of directors fixed by the bylaws, or in the absence of a
bylaw fixing the number of directors, then of the number stated in the articles of
incorporation, constitutes a quorum for the transaction of business, unless otherwise
provided in the articles of incorporation or the bylaws; but in no event does a quorum
consist of less than one-quarter (¼) of the number of the directors fixed or stated.
(b) The act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the board of directors, unless the act of a greater number
is required by this chapter, the articles of incorporation, or the bylaws.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1.
R.I. Gen. Laws § 7-6-26 Committees.
7-6-26. Committees.
(a) The board of directors, by resolution adopted by a majority of the directors in office,
may designate and appoint one or more committees, each of which shall consist of two
(2) or more directors. These committees, to the extent provided in the resolution,
in the articles of incorporation, or in the bylaws of the corporation, have and exercise
all the authority of the board of directors, except that no committee has the authority
of the board of directors in reference to:
(1) Amending, altering, or repealing the bylaws;
(2) Electing, appointing, or removing any member of any committee or any director or officer
of the corporation;
(3) Amending the articles of incorporation, restating articles of incorporation, adopting
a plan of merger, or adopting a plan of consolidation with another corporation;
(4) Authorizing the sale, lease, exchange, or mortgage of all or substantially all of
the property and assets of the corporation;
(5) Authorizing the voluntary dissolution of the corporation or revoking proceedings for
voluntary dissolution; adopting a plan for the distribution of the assets of the corporation;
or
(6) Amending, altering, or repealing any resolution of the board of directors which by
its terms provides that it shall not be amended, altered, or repealed by the committee.
(b) The designation and appointment of any committee and the delegation to it of authority
does not operate to relieve the board of directors, or any individual director of
any responsibility imposed upon it or him or her by law.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-26.1 Director conflicts of interest.
7-6-26.1. Director conflicts of interest.
(a) No contract or transaction between a corporation and one or more of its directors
or officers, or between a corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or officers are directors
or officers or have a financial interest, is void or voidable nor are the directors
or officers liable regarding the contract or transaction solely for this reason, or
solely because the director or officer is present at or participates in the meeting
of the board or committee of the board that authorizes the contract or transaction,
or solely because his, her, or their votes are counted for the purpose, if:
(1) The material facts as to his, her, or their interest or relationship are disclosed
or are known to the board of directors or the committee, and the board of directors
or committee authorizes, approves, or ratifies the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the disinterested
directors are less than a quorum; or
(2) The material facts as to his, her, or their interest or relationship are disclosed
or are known to the members entitled to vote on the contract or transaction, and the
contract or transaction is specifically authorized, approved, or ratified by vote
of the members; or
(3) The contract or transaction is fair and reasonable to the corporation.
(b) Common or interested directors may be counted in determining the presence of a quorum
at a meeting of the board of directors or of a committee that authorizes the contract
or transaction.
P.L. 1989, ch. 380, § 2.
R.I. Gen. Laws § 7-6-27 Place and notice of directors’ meetings.
7-6-27. Place and notice of directors’ meetings.
(a) Regular or special meetings of the board of directors may be held either within or
without this state, and on the notice that the bylaws prescribe. Attendance of a director
at any meeting constitutes a waiver of notice of the meeting, except when a director
attends a meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board of
directors need be specified in the notice or waiver of notice of the meeting.
(b) Except as may be otherwise restricted by the articles of incorporation or bylaws,
members of the board of directors or any committee designated by the board may participate
in a meeting of the board or committee by means of a conference telephone or similar
communications equipment, by means of which all persons participating in the meeting
can hear each other at the same time, and participation by that means constitutes
presence in person at a meeting.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1998, ch. 329, § 1.
R.I. Gen. Laws § 7-6-28 Officers.
7-6-28. Officers.
(a) The officers of a corporation consist of a president, one or more vice presidents,
if prescribed by the bylaws, a secretary, a treasurer, and any other officers and
assistant officers who are deemed necessary, each of whom shall be elected or appointed
at the time and in the manner and for the terms not exceeding three (3) years that
are prescribed in the articles of incorporation or the bylaws. In the absence of any
provision, all officers shall be elected or appointed annually by the board of directors.
Any two (2) or more offices may be held by the same person, except the offices of
president and secretary.
(b) The articles of incorporation or the bylaws may provide that any one or more officers
of the corporation are ex officio members of the board of directors.
(c) The officers of a corporation may be designated by any additional titles that may
be provided in the articles of incorporation or the bylaws.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-29 Removal of officers.
7-6-29. Removal of officers.
Any officer elected or appointed may be removed by the persons authorized to elect
or appoint the officer whenever, in their judgment, the best interests of the corporation
will be served by removal. The removal of an officer is without prejudice to the contract
rights, if any, of the officer removed. Election or appointment of an officer or agent
does not of itself create contract rights.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-30 Books and records.
7-6-30. Books and records.
Each corporation shall keep correct and complete books and records of account and
shall keep minutes of the proceedings of its members, board of directors, and committees
having any of the authority of the board of directors; and shall keep at its registered
office or principal office in this state a record of the names and addresses of its
members entitled to vote. All books and records of a corporation may be inspected
by any member, or his or her agent or attorney, for any proper purpose at any reasonable
time.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-31 Dividends prohibited.
7-6-31. Dividends prohibited.
A corporation may issue shares to its members, but no dividend shall be paid on the
shares and no part of the income or profit of a corporation shall be distributed to
its members, directors, or officers, except that dividends may be paid and income
or profit may be distributed to its members by a corporation all of the members of
which are corporations to which this chapter applies. A corporation may pay compensation
in a reasonable amount to its members, directors, or officers for services rendered;
may confer benefits upon its members in conformity with its purposes; and upon dissolution
or final liquidation, may make distributions to its members as permitted by this chapter;
and no payment, benefit, or distribution is deemed to be a dividend or a distribution
of income or profit.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1.
R.I. Gen. Laws § 7-6-32 Loans to directors prohibited.
7-6-32. Loans to directors prohibited.
No loans shall be made by a corporation to its directors. Any director who assents
to or participates in the making of any loan is liable to the corporation for the
amount of loan until its repayment.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-33 Incorporators.
7-6-33. Incorporators.
(a) One or more persons may incorporate a corporation by signing and delivering articles
of incorporation in duplicate to the secretary of state.
(b) Until the corporation has duly qualified members, or if it is intended that the corporation
will have no members, until the first meeting of its board of directors, the incorporator
or incorporators, at any meeting or meetings that may be held for the purposes provided
for in this section, shall manage the affairs of the corporation and for that purpose
will have the powers otherwise vested by this chapter in the board of directors or
members.
(c) The incorporator or incorporators calling a meeting under this section shall give
at least three (3) days’ notice of the meeting by mail to each incorporator, which
notice shall state the time and place of the meeting.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-34 Articles of incorporation.
7-6-34. Articles of incorporation.
(a) The articles of incorporation shall set forth:
(1) The name of the corporation;
(2) The period of duration, which may be perpetual;
(3) The purpose or purposes for which the corporation is organized;
(4)(i) Any provisions, not inconsistent with the law, that the incorporators elect to set
forth in the articles of incorporation for the regulation of the internal affairs
of the corporation, including a provision eliminating or limiting the personal liability
of a director to the corporation or to its members for monetary damages for breach
of the director’s duty as a director. However, the provision does not eliminate or
limit the liability of a director:
(A) For any breach of the director’s duty of loyalty to the corporation or its members;
(B) For acts or omissions not in good faith or that involve intentional misconduct or
a knowing violation of law; or
(C) For any transaction from which the director derived an improper personal benefit,
and also including any provision that under this chapter is required or permitted
to be set forth in the bylaws.
(ii) No provision eliminating or limiting the personal liability of a director will be
effective with respect to causes of action arising prior to the inclusion of the provision
in the articles of incorporation of the corporation;
(5) The address of its initial registered office, and the name of its initial registered
agent at the address;
(6) The number of directors constituting the initial board of directors, and the names
and addresses of the persons who are to serve as the initial directors;
(7) The name and residence or business address of each incorporator.
(b) It is not necessary to set forth in the articles of incorporation any of the corporate
powers enumerated in this chapter.
(c) Unless the articles of incorporation provide that a change in the number of directors
shall be made only by amendment to the articles of incorporation, a change in the
number of directors made by amendment to the bylaws is controlling. In all other cases,
whenever a provision of the articles of incorporation is inconsistent with a bylaw,
the provision of the articles of incorporation is controlling.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1; P.L. 2018,
ch. 346, § 6.
R.I. Gen. Laws § 7-6-35 Filing of articles of incorporation.
7-6-35. Filing of articles of incorporation.
(a) The articles of incorporation shall be delivered to the secretary of state. If the
secretary of state finds that the articles of incorporation 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 word “Filed”, and the month, day, and year of the filing;
(2) File the original in the secretary of state’s office; and
(3) Issue a certificate of incorporation.
(b) The certificate of incorporation shall be delivered to the incorporators or their
representative.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005,
ch. 72, § 4.
R.I. Gen. Laws § 7-6-36 Effect of issuance of certificate of incorporation.
7-6-36. Effect of issuance of certificate of incorporation.
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 all conditions precedent required to be performed by the
incorporators have been complied with and that the corporation has been incorporated
under this chapter, except as against the state in a proceeding to cancel or revoke
the certificate of incorporation or for involuntary dissolution of the corporation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-37 Organization meetings.
7-6-37. Organization meetings.
(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 bylaws, electing officers, and the transaction of any other
business that may come before the meeting. The incorporators calling the meeting shall
give at least three (3) days’ notice of the meeting by mail to each named director,
which notice states the time and place of the meeting.
(b) A first meeting of the members may be held at the call of the directors, or a majority
of them, upon at least three (3) days’ notice, for any purposes that are stated in
the notice of the meeting.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-38 Right to amend articles of incorporation.
7-6-38. Right to amend articles of incorporation.
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.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-39 Procedure to amend articles of incorporation.
7-6-39. Procedure to amend articles of incorporation.
(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 meeting of members entitled to vote on it, which may be either an annual
or a special meeting. Written notice setting forth the proposed amendment or a summary
of the changes to be effected by the amendment shall be given to each member entitled
to vote at the meeting within the time and in the manner provided in this chapter
for the giving of notice of meetings of members. The proposed amendment is adopted
upon receiving at least a majority of the votes that members present at the meeting
or represented by proxy are entitled to cast.
(2) If there are no members, or no members entitled to vote on it, an amendment is adopted
at a meeting of the board of directors upon receiving the vote of a majority of the
directors in office.
(b) Any number of amendments may be submitted and voted upon at any one meeting.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-40 Articles of amendment.
7-6-40. Articles of amendment.
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 vote on the amendment:
(i) A statement setting forth the date of the meeting of members at which the amendment
was adopted, that a quorum was present at the meeting, and that the amendment received
at least a majority of the votes that members present at the meeting or represented
by proxy were entitled to cast; or
(ii) A statement that the amendment was adopted by a consent in writing signed by all members
entitled to vote on it; and
(4) If there are no members, or no members entitled to vote on the amendment, a statement
of the fact, the date of the meeting of the board of directors at which the amendment
was adopted, and a statement of the fact that the amendment received the vote of a
majority of the directors in office.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-41 Effectiveness of amendment.
7-6-41. Effectiveness of amendment.
(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 word “Filed”, and the month, day, and year of the filing;
(2) File the original in the secretary of state’s office; and
(3) Issue a certificate of amendment.
(b) The certificate of amendment shall be delivered to the corporation or its representative.
(c) Upon the issuance of the certificate of amendment by the secretary of state, or upon
any later date, not more than 30 days after the filing of articles of amendment, that
is set forth in the articles, the amendment becomes effective and the articles of
incorporation are deemed to be amended accordingly.
(d) No amendment affects any existing cause of action in favor of or against the corporation,
or any pending action to which the corporation is a party, or the existing rights
of persons other than members; and, in the event the corporate name is changed by
amendment, no action brought by or against the corporation under its former name abates
for that reason.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005,
ch. 72, § 4.
R.I. Gen. Laws § 7-6-41.1 Certificate of correction.
7-6-41.1. Certificate of correction.
(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 instrument may be corrected by filing with the secretary of state
a certificate of correction, which must be executed, acknowledged, and filed in accordance
with this section.
(b) The corrected instrument must be specifically designated as such in its heading, specify
the inaccuracy or defect to be corrected, and set forth the entire instrument in corrected
form.
(c) The certificate of correction shall be executed by the corporation, by its president
or vice president, and by its secretary or an assistant secretary and shall set forth:
(1) The name of the corporation.
(2) The inaccuracy or defect to be corrected and set forth the portion of the instrument
in corrected form.
(3) If there are members entitled to vote on the correction:
(i) A statement setting forth the date of the meeting of members at which the correction
was adopted, that a quorum was present at the meeting, and that the correction received
at least a majority of the votes that members present at the meeting or represented
by proxy were entitled to cast; or
(ii) A statement that the correction was adopted by a consent in writing signed by all
members entitled to vote on it.
(4) If there are no members, or no members entitled to vote on the correction, a statement
of the fact, the date of the meeting of the board of directors at which the correction
was adopted, and a statement of the fact that the correction received the vote of
a majority of the directors in office.
(5) The entire instrument in corrected form attached.
(d) An instrument corrected in accordance with this section is effective as of the date
the original instrument was filed, except as to those individuals who are substantially
and adversely affected by the correction and as to those individuals the instrument
as corrected is effective from its filing date.
P.L. 2012, ch. 81, § 1; P.L. 2012, ch. 103, § 1; P.L. 2018, ch. 346, § 6.
R.I. Gen. Laws § 7-6-42 Restated articles of incorporation.
7-6-42. Restated articles of incorporation.
(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 incorporation adopted in accordance with the provisions of § 7-6-39. The corporation may restate articles of incorporation in the following manner:
(1) If there are members entitled to vote on the restated articles, the board of directors
shall adopt a resolution setting forth the proposed restated articles of incorporation
and directing that they be submitted to a vote at a meeting of members entitled to
vote on them, which may be either an annual or a special meeting.
(2) Written notice setting forth the proposed restated articles or a summary of their
provisions shall be given to each member entitled to vote on them, within the time
and in the manner provided in this chapter for the giving of notice of meetings of
members. If the meeting is an annual meeting, the proposed restated articles or a
summary of their provisions may be included in the notice of the annual meeting.
(3) At the meeting, a vote of the members entitled to vote on the restated articles shall
be taken on them, which shall be adopted upon receiving the affirmative vote of a
majority of the members entitled to vote on them present at the meeting or represented
by proxy.
(4) If there are no members, or no members entitled to vote on them, the proposed restated
articles shall be adopted at a meeting of the board of directors upon receiving the
affirmative vote of a majority of the directors in office.
(b) Upon approval, restated articles of incorporation shall be executed by the corporation
by its president or vice president and by its secretary or assistant secretary and
shall set forth:
(1) The name of the corporation;
(2) The period of its duration;
(3) The purpose or purposes that the corporation is authorized to pursue;
(4) Any other provisions, not inconsistent with law, that are then set forth in the articles
of incorporation as previously amended, except that it is not necessary to set forth
in the restated articles of incorporation the registered office of the corporation,
its registered agent, its directors, or its incorporators.
(c) The restated articles of incorporation shall state that they correctly set forth the
provisions of the articles of incorporation as previously amended, that they have
been duly adopted as required by law, and the additional amendments to the articles
of incorporation, if any, together with a statement that such additional amendments
were adopted in accordance with the provisions of § 7-6-39, and a further statement that, except for the designated amendments, if any, the
restated articles of incorporation correctly set forth without change the corresponding
provisions of the articles of incorporation as previously amended, and that the restated
articles of incorporation, together with the designated amendments, if any, supersede
the original articles of incorporation and all previous amendments to the articles
of incorporation.
(d) The restated articles of incorporation shall be delivered to the secretary of state.
If the secretary of state finds that the restated articles 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 word “Filed”, and the month, day, and year of the filing;
(2) File the original in the secretary of state’s office;
(3) Issue a restated certificate of incorporation.
(e) The restated certificate of incorporation shall be delivered to the corporation or
its representative.
(f) Upon the issuance of the restated certificate of incorporation by the secretary of
state, the restated articles of incorporation become effective and supersede the original
articles of incorporation and all amendments to them.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005,
ch. 72, § 4; P.L. 2012, ch. 81, § 2; P.L. 2012, ch. 103, § 2; P.L. 2018, ch. 346,
§ 6.
R.I. Gen. Laws § 7-6-43 Procedure for merger.
7-6-43. Procedure for merger.
(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
manner provided in this chapter. This section does not apply to insurance holding
company systems as defined in § 27-35-1.
(b) Each entity shall adopt a plan of merger setting forth:
(1) The names of the entities proposing to merge, and the name of the entity into which
they propose to merge, which is subsequently designated as the surviving entity;
(2) The terms and conditions of the proposed merger;
(3) A statement of any changes in the articles of incorporation of the surviving entity
to be effected by the merger; and
(4) Such other provisions regarding the proposed merger that are deemed necessary or desirable.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005,
ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335,
§ 1, effective July 9, 2021.
R.I. Gen. Laws § 7-6-44 Procedure for consolidation.
7-6-44. Procedure for consolidation.
(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 approved
in the manner provided in this chapter. This section does not apply to insurance holding
company systems as defined in § 27-35-1.
(b) Each entity shall adopt a plan of consolidation setting forth:
(1) The names of the entities proposing to consolidate, and the name of the new entity
into which they propose to consolidate, which is subsequently designated as the new
entity;
(2) The terms and conditions of the proposed consolidation;
(3) Regarding the new entity, all of the statements required to be set forth in articles
of incorporation for entities organized under this chapter; and
(4) Any other provisions regarding the proposed consolidation that are deemed necessary
or desirable.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005,
ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335,
§ 1, effective July 9, 2021.
R.I. Gen. Laws § 7-6-45 Approval of merger or consolidation.
7-6-45. Approval of merger or consolidation.
(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 it be submitted to a vote at a meeting of members
entitled to vote on it, which may be either an annual or a special meeting. Written
notice setting forth the proposed plan or a summary of the plan shall be given to
each member entitled to vote at the meeting within the time and in the manner provided
in this chapter for the giving of notice of meetings of members. The proposed plan
shall be adopted upon receiving at least a majority of the votes that members present
at each meeting or represented by proxy are entitled to cast.
(2) If any merging or consolidating corporation has no members, or no members entitled
to vote on it, a plan of merger or consolidation shall be adopted at a meeting of
the board of directors of the corporation upon receiving the vote of a majority of
the directors in office.
(3) A limited liability company party to a proposed merger or consolidation shall have
the plan of merger or consolidation authorized and approved in the manner and by the
vote required by § 7-16-21.
(4) A domestic limited partnership party to a proposed merger or consolidation shall have
the plan of merger or consolidation, unless otherwise provided in the limited partnership
agreement, authorized and approved in the manner and by the vote required by the laws
of this state for mergers or consolidations of a domestic limited partnership with
other limited partnerships or other business entities.
(b) After approval, and at any time prior to the filing of the articles of merger or consolidation,
the merger or consolidation may be abandoned pursuant to any provisions for abandonment
set forth in the plan of merger or consolidation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2021, ch. 232, § 1, effective
July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
R.I. Gen. Laws § 7-6-46 Articles of merger or consolidation.
7-6-46. Articles of merger or consolidation.
(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 corporation:
(i) A statement setting forth the date of the meeting of members at which the plan was
adopted, that a quorum was present at the meeting, and that the plan received at least
a majority of the votes that members present at the meeting or represented by proxy
were entitled to cast; or
(ii) A statement that the plan was adopted by a consent in writing signed by all members
entitled to vote on it;
(3) If any merging or consolidating corporation has no members, or no members entitled
to vote on the plan, then as to each corporation a statement of the fact, the date
of the meeting of the board of directors at which the plan was adopted, and a statement
of the fact that the plan received the vote of a majority of the directors in office;
(4) A statement that the plan of merger was authorized and approved by each other constituent
entity;
(5) The effective date of the merger or consolidation if later than the date of filing
of the articles of merger or consolidation;
(6) The identity of the surviving entity or the new entity by name, type, and state or
other jurisdiction under whose laws it is organized or formed.
(b) The articles of merger or articles of consolidation shall be delivered to the secretary
of state. If the secretary of state finds that the articles conform to law, he or
she shall, when all fees have been paid as prescribed in this chapter:
(1) Endorse on the original the word “Filed,” and the month, day, and year of the filing;
(2) File the original in the secretary of state’s office;
(3) Issue a certificate of merger or a certificate of consolidation.
(c) The certificate of merger or certificate of consolidation shall be delivered to the
surviving or new entity, as the case may be, or its representative.
(d) The articles of merger or consolidation shall act as a certificate of cancellation
for each party to the merger or consolidation that is not the surviving entity or
the new entity.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005,
ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335,
§ 1, effective July 9, 2021.
R.I. Gen. Laws § 7-6-47 Effect of merger or consolidation.
7-6-47. Effect of merger or consolidation.
(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 single entity, that,
in the case of a merger, is that entity designated in the plan of merger as the surviving
entity, and, in the case of a consolidation, is the new entity provided for in the
plan of consolidation.
(2) The separate existence of all parties to the plan of merger or consolidation, except
the surviving or new entity, ceases.
(3) The surviving or new entity has all the rights, privileges, immunities, and powers
and is subject to all the duties and liabilities of an entity organized under this
chapter.
(4) The surviving or new entity at that time and subsequently possesses all the rights,
privileges, immunities, and franchises, of a public as well as of a private nature,
of each of the merging or consolidating entities; and all property, real, personal,
and mixed, and all debts due on any account, and all other choses in action. Every
other interest, of or belonging to or due to each of the entities merged or consolidated,
is deemed to be transferred to and vested in the single entity without further act
or deed. The title to any real estate, or any interest in it, vested in any of the
entities does not revert or become in any way impaired because of the merger or consolidation.
(5) The surviving or new entity is from that time on responsible and liable for all the
liabilities and obligations of each of the entities merged or consolidated. Any claim
existing or action or proceeding pending by or against any of the entities may be
prosecuted as if the merger or consolidation had not taken place, or the surviving
or new entity may be substituted in its place. Neither the rights of creditors nor
any liens upon the property of any entity is impaired by the merger or consolidation.
(6) In the case of a merger, the articles of incorporation of the surviving entity are
deemed to be amended to the extent that changes in its articles of formation are stated
in the plan of merger. In the case of a consolidation, the statements set forth in
the articles of consolidation and that are required or permitted to be set forth in
the articles of incorporation of entities organized under this chapter are deemed
to be the articles of incorporation of the new entity.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2021, ch. 232, § 1, effective
July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
R.I. Gen. Laws § 7-6-48 Merger or consolidation of domestic and foreign corporations.
7-6-48. Merger or consolidation of domestic and foreign corporations.
(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 consolidation
is permitted by the laws of the state under which each foreign entity is organized:
(1) Each domestic entity shall comply with the provisions of this chapter regarding the
merger or consolidation of domestic entities and each foreign entity shall comply
with the applicable provisions of the laws of the state under which it is organized.
(2) If the surviving or new entity is to be governed by the laws of any state other than
this state, it shall comply with the provisions of this chapter with respect to foreign
entities if it is to conduct affairs in this state, and in every case it shall file
with the secretary of state of this state:
(i) An agreement that it may be served with process in this state in any proceeding for
the enforcement of any obligation of any domestic entity that is a party to the merger
or consolidation; and
(ii) An irrevocable appointment of the secretary of state of this state as its agent to
accept service of process in any proceeding.
(b) The effect of the merger or consolidation shall be the same as in the case of the
merger or consolidation of domestic entities, if the surviving or new entity is to
be governed by the laws of this state. If the surviving or new entity is to be governed
by the laws of any state other than this state, the effect of the merger or consolidation
is the same as in the case of the merger or consolidation of domestic entities except
insofar as the laws of the other state provide otherwise.
(c) After approval by the members or, if there are no members entitled to vote on it,
by the board of directors, and at any time prior to the filing of the articles of
merger or consolidation, the merger or consolidation may be abandoned pursuant to
provisions for abandonment set forth in the plan of merger or consolidation.
(d) This section does not apply to insurance holding company systems as defined in § 27-35-1.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005,
ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335,
§ 1, effective July 9, 2021.
R.I. Gen. Laws § 7-6-48.1 Conversion of other entities to a domestic nonprofit corporation.
7-6-48.1. Conversion of other entities to a domestic nonprofit corporation.
(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 corporation of this state by complying
with subsection (h) of this section and filing in the office of the secretary of state:
(1) A certificate of conversion to corporation (nonprofit) that has been executed in accordance
with subsection (i) of this section and filed in the office of the secretary of state
in accordance with § 7-6-48.2; and
(2) Articles of incorporation that have been executed, acknowledged and filed in accordance
with § 7-6-35.
(c) The certificate of conversion to corporation (nonprofit) shall state:
(1) The date on which, and the jurisdiction where, the other entity was first created,
incorporated, formed, or otherwise came into being and, if it has changed, its jurisdiction
immediately prior to its conversion to a domestic corporation;
(2) The name and type of the other entity immediately prior to the filing of the certificate
of conversion to corporation (nonprofit); and
(3) The name of the corporation as set forth in its articles of incorporation filed in
accordance with subsection (b) of this section.
(d) Upon the effective time of the certificate of conversion to corporation (nonprofit)
and the articles of incorporation, the other entity shall be converted to a corporation
of this state and the corporation shall thereafter be subject to all of the provisions
of this title, except that notwithstanding § 7-6-36, the existence of the corporation shall be deemed to have commenced on the date the
other entity commenced its existence in the jurisdiction in which the other entity
was first created, formed, incorporated, or otherwise came into being.
(e) The conversion of any other entity to a corporation of this state shall not be deemed
to affect any obligations or liabilities of the other entity incurred prior to its
conversion to a corporation of this state or the personal liability of any person
incurred prior to the conversion.
(f) When another entity has been converted to a corporation of this state pursuant to
this section, the corporation of this state shall, for all purposes of the laws of
the state, be deemed to be the same entity as the converting other entity. When any
conversion shall have become effective under this section, for all purposes of the
laws of the state, all of the rights, privileges and powers of the other entity that
has converted, and all property, real, personal, and mixed, and all debts due to
the other entity, as well as all other things and causes of action belonging to the
other entity, shall remain vested in the domestic corporation to which the other
entity has converted and shall be the property of the domestic corporation and title
to any real property vested by deed or otherwise in the other entity shall not revert
to the other entity or be in any way impaired by reason of this chapter; but all
rights of creditors and all liens upon any property of the other entity shall be
preserved unimpaired, and all debts, liabilities, and duties of the other entity that
has converted shall remain attached to the corporation of this state to which the
other entity has converted, and may be enforced against it to the same extent as if
the debts, liabilities, and duties had originally been incurred or contracted by it
in its capacity as a corporation of this state. The rights, privileges, powers, and
interests in property of the other entity, as well as the debts, liabilities, and
duties of the other entity, shall not be deemed, as a consequence of the conversion,
to have been transferred to the domestic corporation to which the other entity has
converted for any purpose of the laws of the state.
(g) Unless otherwise agreed for all purposes of the laws of the state, or as required
under applicable non-Rhode Island law, the converting other entity shall not be required
to wind up its affairs or pay its liabilities and distribute its assets, and the conversion
shall not be deemed to constitute a dissolution of the other entity and shall constitute
a continuation of the existence of the converting other entity in the form of a corporation
of this state.
(h) Prior to filing a certificate of conversion to corporation (nonprofit) with the office
of the secretary of state, the conversion shall be approved in the manner provided
for by the document, instrument, agreement, or other writing, as the case may be,
governing the internal affairs of the other entity and the conduct of its business
or by applicable law, as appropriate, and articles of incorporation shall be approved
by the same authorization required to approve the conversion.
(i) The certificate of conversion to corporation (nonprofit) shall be signed by any person
who is authorized to sign the certificate of conversion to corporation (nonprofit)
on behalf of the other entity.
P.L. 2021, ch. 232, § 2, effective July 8, 2021; P.L. 2021, ch. 335, § 2, effective
July 9, 2021.
R.I. Gen. Laws § 7-6-48.2 Filing of certificate of conversion to corporation (nonprofit).
7-6-48.2. Filing of certificate of conversion to corporation (nonprofit).
(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 prescribed in subsection (b) of this section:
(1) Endorse on the original the word “Filed,” and the month, day, and year of the filing;
(2) File the original in the secretary of state’s office; and
(3) Issue a certificate of conversion to corporation (nonprofit).
(b) The secretary of state shall charge and collect for filing a certificate of conversion
(nonprofit), twenty-five dollars ($25.00).
(c) The certificate of conversion to corporation (nonprofit) shall be delivered to the
corporation.
P.L. 2021, ch. 232, § 2, effective July 8, 2021; P.L. 2021, ch. 335, § 2, effective
July 9, 2021.
R.I. Gen. Laws § 7-6-48.3 Conversion of a domestic nonprofit corporation to other entities.
7-6-48.3. Conversion of a domestic nonprofit corporation to other entities.
(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 entity, including a partnership (whether general or limited,
including a registered limited liability partnership) or a foreign corporation.
(b) If the members of the converting corporation are entitled to vote on it, the board
of directors of the corporation shall adopt a resolution, specifying the type of entity
into which the corporation shall be converted, the terms and conditions of the conversion,
and recommending the approval of such conversion by directing that it be submitted
to a vote at a meeting of members entitled to vote on it, which may be either an annual
or a special meeting. Written notice setting forth the proposed conversion shall be
given to each member entitled to vote at the meeting within the time and in the manner
provided in this chapter for the giving of notice of meetings of members. The conversion
shall be adopted upon receiving at least a majority of the votes that members present
at each meeting or represented by proxy are entitled to cast.
(c) If any converting corporation has no members, or no members entitled to vote on it,
a resolution for conversion shall be adopted at a meeting of the board of directors
of the corporation upon receiving the vote of a majority of the directors in office.
(d) The corporation shall file with the secretary of state a certificate of conversion
to non-Rhode Island entity, executed by its president and vice president and by its
secretary or an assistant secretary, that certifies:
(1) The name of the corporation, and if it has been changed, the name under which it was
originally incorporated;
(2) The date of filing of its original articles of incorporation with the secretary of
state;
(3) The name and jurisdiction of the entity and type of entity to which the corporation
shall be converted;
(4) That the conversion has been approved in accordance with the provisions of this section;
(5) The agreement of the corporation that it may be served with process in the state of
Rhode Island in any action, suit, or proceeding for enforcement of any obligation
of the corporation arising while it was a corporation of this state, and that it irrevocably
appoints the secretary of state as its agent to accept service of process in any such
action, suit, or proceeding; and
(6) The address to which a copy of the process referred to in subsection (d)(5) of this
section shall be mailed to it by the secretary of state. In the event of service
upon the secretary of state in accordance with subsection (d)(5) of this section,
the secretary of state shall forthwith notify the corporation that has converted
out of the state of Rhode Island by letter, certified mail, return receipt requested,
directed to the corporation that has converted out of the state of Rhode Island at
the address so specified, unless the corporation shall have designated in writing
to the secretary of state a different address for this purpose, in which case it
shall be mailed to the last address designated. The letter shall enclose a copy of
the process and any other papers served on the secretary of state pursuant to this
subsection. It shall be the duty of the plaintiff in the event of service to serve
process and any other papers in duplicate; to notify the secretary of state that service
is being effected pursuant to this subsection; and to pay the secretary of state the
sum of fifteen dollars ($15.00) for the use of the state, which sum shall be taxed
as part of the costs in the proceeding, if the plaintiff shall prevail therein. The
secretary of state shall maintain an alphabetical record of any service setting forth
the name of the plaintiff and the defendant; the title, docket number, and nature
of the proceeding in which process has been served; the fact that service has been
effected pursuant to this subsection; the return date thereof; and the day and hour
service was made. The secretary of state shall not be required to retain such information
longer than five (5) years from receipt of the service of process.
(e) Upon the filing in the office of the secretary of state of a certificate of conversion
to non-Rhode Island entity in accordance with subsection (d) of this section, or upon
the future effective date or time of the certificate of conversion to non-Rhode Island
entity and payment to the secretary of state of all fees prescribed under this title,
the secretary of state shall certify that the corporation has filed all documents
and paid all fees required by this title, and thereupon the corporation shall cease
to exist as a corporation of this state at the time the certificate of conversion
becomes effective. The certificate of the secretary of state shall be prima facie
evidence of the conversion by the corporation out of the state.
(f) The conversion of a corporation out of the state in accordance with this section and
the resulting cessation of its existence as a corporation of this state pursuant to
a certificate of conversion to non-Rhode Island entity shall not be deemed to affect
any obligations or liabilities of the corporation incurred prior to such conversion
or the personal liability of any person incurred prior to such conversion, nor shall
it be deemed to affect the choice of law applicable to the corporation with respect
to matters arising prior to such conversion.
(g) Unless otherwise provided in a resolution of conversion adopted in accordance with
this section, the converting corporation shall not be required to wind up its affairs
or pay its liabilities and distribute its assets, and the conversion shall not constitute
a dissolution of such corporation.
(h) When a corporation has been converted to another entity or business form pursuant
to this section, the other entity or business form shall, for all purposes of the
laws of the state, be deemed to be the same entity as the corporation. When any conversion
shall have become effective under this section, for all purposes of the laws of the
state, all of the rights, privileges, and powers of the corporation that has converted,
and all property, real, personal, and mixed, and all debts due to the corporation,
as well as all other things and causes of action belonging to the corporation, shall
remain vested in the other entity or business form to which the corporation has converted
and shall be the property of the other entity or business form, and the title to
any real property vested by deed or otherwise in the corporation shall not revert
to the corporation or be in any way impaired by reason of this chapter; but all rights
of creditors and all liens upon any property of the corporation shall be preserved
unimpaired, and all debts, liabilities, and duties of the corporation that has converted
shall remain attached to the other entity or business form to which the corporation
has converted, and may be enforced against it to the same extent as if the debts,
liabilities, and duties had originally been incurred or contracted by it in its capacity
as the other entity or business form. The rights, privileges, powers, and interest
in property of the corporation that has converted, as well as the debts, liabilities,
and duties of the corporation, shall not be deemed, as a consequence of the conversion,
to have been transferred to the other entity or business form to which such corporation
has converted for any purposes of the laws of the state.
P.L. 2021, ch. 232, § 2, effective July 8, 2021; P.L. 2021, ch. 335, § 2, effective
July 9, 2021.
R.I. Gen. Laws § 7-6-48.4 Filing of certificate of conversion to corporation (nonprofit).
7-6-48.4. Filing of certificate of conversion to corporation (nonprofit).
(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 prescribed in subsection (b) of this section:
(1) Endorse on the original the word “Filed,” and the month, day, and year of the filing;
(2) File the original in the secretary of state’s office; and
(3) Issue a certificate of conversion to corporation (nonprofit).
(b) The secretary of state shall charge and collect for filing a certificate of conversion
(nonprofit), twenty-five dollars ($25.00).
(c) The certificate of conversion to corporation (nonprofit) shall be delivered to the
corporation.
P.L. 2021, ch. 232, § 2, effective July 8, 2021; P.L. 2021, ch. 335, § 2, effective
July 9, 2021.
R.I. Gen. Laws § 7-6-49 Sale, lease, exchange, or mortgage of assets.
7-6-49. Sale, lease, exchange, or mortgage of assets.
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, including shares of any corporation for profit, domestic or foreign,
that is authorized in the following manner:
(1) If there are members entitled to vote on it, the board of directors shall adopt a
resolution recommending the sale, lease, exchange, mortgage, pledge, or other disposition
and directing that it be submitted to a vote at a meeting of members entitled to vote
on it, which may be either an annual or a special meeting. Written notice stating
that the purpose, or one of the purposes, of the meeting is to consider the sale,
lease, exchange, mortgage, pledge, or other disposition of all, or substantially all,
the property and assets of the corporation shall be given to each member entitled
to vote at the meeting, within the time and in the manner provided by this chapter
for the giving of notice of meetings of members. At the meeting the members may authorize
the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or
may authorize the board of directors to fix, any or all of the terms and conditions
of the disposition and the consideration to be received by the corporation for it.
The authorization shall require at least a majority of the votes that members present
at the meeting or represented by proxy are entitled to cast. After the authorization
by a vote of members, the board of directors, nevertheless, in its discretion, may
abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets,
subject to the rights of third parties under any contracts relating to the disposition
of the assets, without further action or approval by members.
(2) If there are no members, or no members entitled to vote on it, a sale, lease, exchange,
mortgage, pledge, or other disposition of all, or substantially all, the property
and assets of a corporation is authorized upon receiving the vote of a majority of
the directors in office.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-50 Voluntary dissolution.
7-6-50. Voluntary dissolution.
(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 dissolution be submitted to a vote at a meeting of members entitled
to vote on it, which may be either an annual or special meeting. Written notice stating
that the purpose, or one of the purposes, of the meeting is to consider the advisability
of dissolving the corporation, shall be given to each member entitled to vote at the
meeting, within the time and in the manner provided by this chapter for the giving
of notice of meetings of members. A resolution to dissolve the corporation is adopted
upon receiving at least a majority of the votes that members present at the meeting
or represented by proxy are entitled to cast.
(2) If there are no members, or no members entitled to vote on dissolution, the dissolution
of the corporation shall be authorized at a meeting of the board of directors upon
the adoption of a resolution to dissolve by the vote of a majority of the directors
in office.
(b) Upon the adoption of the resolution by the members, or by the board of directors if
there are no members or no members entitled to vote on dissolution, the corporation
shall cease to conduct its affairs except to the extent necessary for the winding
up of its affairs, shall immediately mail a notice of the proposed dissolution to
each known creditor of the corporation, and shall proceed to collect its assets and
apply and distribute them as provided in this chapter.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-51 Distribution of assets.
7-6-51. Distribution of assets.
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 corporation upon condition requiring return, transfer, or conveyance,
which condition occurs by reason of the dissolution, shall be returned, transferred,
or conveyed in accordance with the requirements;
(3) Assets received and held by the corporation subject to limitations permitting their
use only for charitable, religious, eleemosynary, benevolent, educational, or similar
purposes, but not held upon a condition requiring return, transfer, or conveyance
by reason of the dissolution, shall be transferred or conveyed to one or more domestic
or foreign corporations, societies, or organizations engaged in activities substantially
similar to those of the dissolving corporation, pursuant to a plan of distribution
adopted as provided in this chapter or as otherwise provided in its articles of incorporation
or bylaws;
(4) Any other assets shall be distributed in accordance with the provisions of the articles
of incorporation or the bylaws to the extent that the articles of incorporation or
bylaws determine the distributive rights of members, or any class or classes of members,
or provide for distribution to others;
(5) Any remaining assets may be distributed to any persons, societies, organizations,
or domestic or foreign corporations, whether for profit or nonprofit, that may be
specified in a plan of distribution adopted as provided in this chapter.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-52 Plan of distribution.
7-6-52. Plan of distribution.
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 this chapter requires a plan of distribution, in the following
manner:
(1) If there are members entitled to vote on the plan, the board of directors shall adopt
a resolution recommending a plan of distribution and directing its submission to a
vote at a meeting of members entitled to vote on it, which may be either an annual
or a special meeting. Written notice setting forth the proposed plan of distribution
or a summary of it shall be given to each member entitled to vote at the meeting,
within the time and in the manner provided in this chapter for the giving of notice
of meetings of members. The plan of distribution shall be adopted upon receiving at
least a majority of the votes that members present at the meeting or represented by
proxy are entitled to cast.
(2) If there are no members, or no members entitled to vote on it, a plan of distribution
shall be adopted at a meeting of the board of directors upon receiving a vote of a
majority of the directors in office.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-53 Revocation of voluntary dissolution proceedings.
7-6-53. Revocation of voluntary dissolution proceedings.
(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 shall adopt a
resolution recommending that the voluntary dissolution proceedings be revoked, and
directing that the question of the revocation be submitted to a vote at a meeting
of members entitled to vote on it, which may be either an annual or a special meeting.
Written notice stating that the purpose, or one of the purposes, of the meeting is
to consider the advisability of revoking the voluntary dissolution proceedings, shall
be given to each member entitled to vote at the meeting, within the time and in the
manner provided in this chapter for the giving of notice of meetings of members. A
resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving
at least a majority of the votes that members present at the meeting or represented
by proxy are entitled to cast.
(2) If there are no members, or no members entitled to vote on it, a resolution to revoke
the voluntary dissolution proceedings shall be adopted at a meeting of the board of
directors upon receiving the vote of a majority of the directors in office.
(b) Upon the adoption of the resolution by the members, or by the board of directors where
there are no members or no members entitled to vote on it, the corporation may at
that time again conduct its affairs.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-54 Articles of dissolution.
7-6-54. Articles of dissolution.
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 transferred, conveyed, or distributed in accordance with the provisions
of this chapter, articles of dissolution 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) If there are members entitled to vote on the dissolution:
(i) A statement setting forth the date of the meeting of members at which the resolution
to dissolve was adopted, that a quorum was present at the meeting, and that the resolution
received at least a majority of the votes that members present at the meeting or represented
by proxy were entitled to cast; or
(ii) A statement that the resolution was adopted by a consent in writing signed by all
members entitled to vote on it;
(3) If there are no members, or no members entitled to vote on the dissolution, a statement
of the fact, the date of the meeting of the board of directors at which the resolution
to dissolve was adopted, and a statement of the fact that the resolution received
the vote of a majority of the directors in office;
(4) That all debts, obligations, and liabilities of the corporation have been paid and
discharged or that adequate provision has been made for their payment;
(5) A copy of the plan of distribution as adopted by the corporation, or a statement that
no plan was adopted;
(6) That all the remaining property and assets of the corporation have been transferred,
conveyed, or distributed in accordance with the provisions of this chapter;
(7) That there are no suits pending against the corporation in any court, or that adequate
provision has been made for the satisfaction of any judgment, order, or decree that
may be entered against it in any pending suit.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-55 Filing of articles of dissolution.
7-6-55. Filing of articles of dissolution.
(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 word “Filed”, and the month, day, and year of the filing;
(2) File the original in the secretary of state’s office;
(3) Issue a certificate of dissolution.
(b) The certificate of dissolution shall be delivered to the representative of the dissolved
corporation. Upon the issuance of the certificate of dissolution the existence of
the corporation ceases, except for the purpose of suits, other proceedings, and appropriate
corporate action by members, directors, and officers as provided in this chapter.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005,
ch. 72, § 4.
R.I. Gen. Laws § 7-6-56 Revocation of certificate of incorporation.
7-6-56. Revocation of certificate of incorporation.
(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 to exceed or abuse the authority conferred upon it by
law;
(3) The corporation has failed to file its annual report within the time required by this
chapter, or has failed to pay any fees, when they have become due and payable;
(4) The corporation has failed for 30 days to appoint and maintain a registered agent
in this state as required by this chapter;
(5) The corporation has failed, after change of its registered office or registered agent,
to file in the office of the secretary of state a statement of the change as required
by this chapter;
(6) The corporation has failed to file in the office of the secretary of state any amendment
to its articles of incorporation or any articles of merger within the time prescribed
by this chapter; or
(7) A misrepresentation has been made of any material matter in any application, report,
affidavit, or other document submitted by the corporation pursuant to this chapter.
(b) No certificate of incorporation of a corporation shall be revoked by the secretary
of state unless:
(1) The secretary of state shall have given the corporation not less than sixty (60) days
notice thereof by regular mail addressed to the registered office of the corporation
in this state on file with the secretary of state’s office; provided, however, that
if a prior mailing addressed to the registered office of the corporation in this state
currently on file with the secretary of state’s office has been returned to the secretary
of state as undeliverable by the United States Postal Service for any reason, or if
the revocation notice is returned as undeliverable to the secretary of state’s office
by the United States Postal Service for any reason, the secretary of state shall give
notice as follows:
(i) To the corporation at its principal office of record as shown in its most recent annual
report, and no further notice shall be required; or
(ii) In the case of a domestic corporation that has not yet filed an annual report, then
to any one of the incorporators listed on the articles of incorporation, and no further
notice shall be required; and
(2) The corporation fails prior to revocation to file the annual report or pay the fees,
or file the required statement of change of registered agent or registered office,
or file the articles of amendment or articles of merger, or correct the misrepresentation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2001, ch. 26, § 2; P.L. 2001,
ch. 268, § 2.
R.I. Gen. Laws § 7-6-57 Issuance of certificate of revocation.
7-6-57. Issuance of certificate of revocation.
(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, addressed to
the registered office of the corporation in this state on file with the secretary
of state’s office; provided, however, that if a prior mailing addressed to the registered
office of the corporation in this state currently on file with the secretary of state’s
office has been returned to the secretary of state as undeliverable by the United
States Postal Service for any reason, or if the certificate of revocation is returned
as undeliverable to the secretary of state’s office by the United States Postal Service
for any reason, the secretary of state shall give notice as follows:
(i) To the corporation at its principal office of record as shown in its most recent annual
report, and no further notice shall be required; or
(ii) In the case of a domestic corporation that has not yet filed an annual report, then
to any one of the incorporators listed on the articles of incorporation, and no further
notice shall be required.
(b) Upon the issuance of the certificate of revocation, the authority of the corporation
to transact business in this state ceases.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2001, ch. 26, § 2; P.L. 2001,
ch. 268, § 2; P.L. 2018, ch. 346, § 6.
R.I. Gen. Laws § 7-6-58 Withdrawal of certificate of revocation.
7-6-58. Withdrawal of certificate of revocation.
(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 failed to file as
set forth in § 7-6-56(a)(3) — (a)(6); and
(2) Upon the payment by the corporation of a penalty in the amount of twenty-five dollars
($25.00) for each year or part of a year that has elapsed since the issuance of the
certificate of revocation.
(b) If as permitted by § 7-6-11(b)(2) another corporation, whether business or nonprofit, or domestic or foreign qualified
to transact business in this state, bears or has filed a fictitious business name
statement with respect to or reserved or registered in a name that is the same as
the name of a corporation regarding which the certificate of revocation is proposed
to be withdrawn, the secretary of state shall condition the withdrawal of the certificate
of revocation upon the reinstated corporation’s amending its articles of incorporation
so as to designate a name that is distinguishable upon the records of the secretary
of state from its former name.
(c) Upon the withdrawal of the certificate of revocation and reinstatement of the corporation
in good standing as provided in subsection (a), title to any real estate, or any interest
in real estate, held by the corporation at the time of the issuance of the certificate
of revocation and not conveyed subsequent to the revocation of its certificate of
incorporation shall be deemed to be re-vested in the corporation without further act
or deed.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1989, ch. 380, § 1; P.L. 2000,
ch. 70, § 2; P.L. 2000, ch. 354, § 2; P.L. 2003, ch. 247, § 2; P.L. 2005, ch. 36,
§ 4; P.L. 2005, ch. 72, § 4; P.L. 2018, ch. 346, § 6; P.L. 2021, ch. 385, § 2, effective
July 13, 2021; P.L. 2021, ch. 386, § 2, effective July 13, 2021.
R.I. Gen. Laws § 7-6-59 Appeal from revocation of articles of incorporation.
7-6-59. Appeal from revocation of articles of incorporation.
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.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-60 Jurisdiction of court to liquidate assets and affairs of the corporation.
7-6-60. Jurisdiction of court to liquidate assets and affairs of the corporation.
(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 corporation is being suffered or is threatened because of
the deadlock, and either that the members are unable to break the deadlock or there
are no members having voting rights;
(ii) That the acts of the directors or those in control of the corporation are illegal,
oppressive, or fraudulent;
(iii) That the members entitled to vote in the election of directors are deadlocked in voting
power and have failed for at least two (2) years to elect successors to directors
whose terms have expired or would have expired upon the election of their successors;
(iv) That the corporate assets are being misapplied or wasted; or
(v) That the corporation is unable to carry out its purposes;
(2) In an action by a creditor:
(i) When the claim of the creditor has been reduced to judgment and an execution on it
has been returned unsatisfied and it is established that the corporation is insolvent;
or
(ii) When the corporation has admitted in writing that the claim of the creditor is due
and owing and it is established that the corporation is insolvent;
(3) Upon application by a corporation to have its dissolution continued under the supervision
of the court;
(4) When the corporation’s certificate of incorporation is subject to revocation by the
secretary of state and it is established that liquidation of its affairs should precede
the issuance of a certificate of revocation.
(b) Proceedings under this section shall be brought in the county in which the registered
office or the principal office of the corporation is situated.
(c) It is not necessary to make directors or members parties to any action or proceedings
unless relief is sought against them personally.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2018, ch. 346, § 6.
R.I. Gen. Laws § 7-6-61 Procedure in liquidation of corporation by court.
7-6-61. Procedure in liquidation of corporation by court.
(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 to preserve the corporate assets wherever situated, and carry
on the affairs of the corporation until a full hearing can be had.
(b) After a hearing upon any notice that the court directs to be given to all parties
to the proceedings and to any other parties in interest designated by the court, the
court may appoint a liquidating receiver or receivers with authority to collect the
assets of the corporation. The liquidating receiver or receivers have authority, subject
to court order, to sell, convey, and dispose of all or any part of the assets of the
corporation wherever situated, either at public or private sale. The order appointing
the liquidating receiver or receivers shall state their powers and duties. The powers
and duties may be increased or diminished at any time during the proceedings.
(c) The assets of the corporation or the proceeds resulting from a sale, conveyance, or
other disposition of the assets shall be applied and distributed as follows:
(1) All costs and expenses of the court proceedings and all liabilities and obligations
of the corporation shall be paid, satisfied, and discharged, or adequate provision
shall be made for that;
(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance,
which condition occurs because of the dissolution or liquidation, shall be returned,
transferred, or conveyed in accordance with the requirements;
(3) Assets received and held by the corporation subject to limitations permitting their
use only for charitable, religious, eleemosynary, benevolent, educational, or similar
purposes, but not held upon a condition requiring return, transfer, or conveyance
by reason of the dissolution or liquidation, shall be transferred or conveyed to one
or more domestic or foreign corporations, societies, or organizations engaged in activities
substantially similar to those of the dissolving or liquidating corporation as the
court directs;
(4) Any other assets shall be distributed in accordance with the provisions of the articles
of incorporation or the bylaws to the extent that the articles of incorporation or
bylaws determine the distributive right of members, or any class or classes of members,
or provide for distribution to others;
(5) Any remaining assets may be distributed to such persons, societies, organizations,
or domestic or foreign corporations, whether for profit or not for profit, specified
in the plan of distribution adopted as provided in this chapter, or where no plan
of distribution has been adopted, as the court may direct.
(d) The court has power to allow as expenses of the liquidation, compensation to the receiver
or receivers and to attorneys in the proceeding, and to direct the payment of the
compensation out of the assets of the corporation or the proceeds of any sale or disposition
of the assets.
(e) A receiver of a corporation appointed under the provisions of this section has authority
to sue and defend in all courts in his or her own name as receiver of the corporation.
The court appointing the receiver has exclusive jurisdiction of the corporation and
its property, wherever situated.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-62 Qualification of receivers.
7-6-62. Qualification of receivers.
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 that the court directs with any sureties that the court requires.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-63 Filing of claims in liquidation proceedings.
7-6-63. Filing of claims in liquidation proceedings.
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 requires the filing of claims it shall fix a date of not less
than four (4) months from the date of the order, as the last day of the filing of
claims, and shall prescribe the notice that shall be given to creditors and claimants
of the fixed date. Prior to the fixed date, the court may extend the time for the
filing of claims. Creditors and claimants failing to file proofs of claim on or before
the fixed date may be barred, by order of court, from participating in the distribution
of the assets of the corporation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-64 Discontinuance of liquidation proceedings.
7-6-64. Discontinuance of liquidation proceedings.
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 redeliver to the corporation all its remaining property
and assets.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-65 Decree of involuntary dissolution.
7-6-65. Decree of involuntary dissolution.
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 accordance with the provisions of this chapter, or in case
its property and assets are not sufficient to satisfy and discharge the costs, expenses,
debts, and obligations, and all the property and assets have been applied so far as
they will go to their payment, the court shall enter a decree dissolving the corporation,
at which time the existence of the corporation ceases.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-66 Filing of decree of dissolution.
7-6-66. Filing of decree of dissolution.
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.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-67 Deposits with general treasurer.
7-6-67. Deposits with general treasurer.
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 reduced to cash and deposited with the general treasurer and shall
be paid over to the person or to that person’s legal representative upon satisfactory
proof to the general treasurer of that person’s right to the cash.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-68 Survival of remedy after dissolution.
7-6-68. Survival of remedy after dissolution.
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 period of duration; shall not take away or impair any remedy available to or
against the corporation, its directors, officers, or members, for any right or claim
existing, or any liability incurred, prior to the dissolution if action or other proceeding
on the right, claim, or liability is commenced within two (2) years after the date
of the dissolution. Any action or proceeding by or against the corporation may be
prosecuted or defended by the corporation in its corporate name. The members, directors,
and officers have power to take any corporate or other action that is appropriate
to protect the remedy, right, or claim. If the corporation was dissolved by the expiration
of its period of duration, the corporation may amend its articles of incorporation
at any time during the period of two (2) years so as to extend its period of duration.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-69 Continuation of certain corporate powers.
7-6-69. Continuation of certain corporate powers.
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 enabling it to settle and close out its affairs, to dispose of
and convey its property, to discharge its liabilities, and to distribute its assets,
but not for the purpose of continuing the activities for which it was organized. The
members, directors, and officers have power to take any corporate or other action
that is appropriate to carry out the purposes of this section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2000, ch. 70, § 2; P.L. 2000,
ch. 354, § 2.
R.I. Gen. Laws § 7-6-70 Admission of foreign corporation.
7-6-70. Admission of foreign corporation.
(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 this state that a corporation organized under this chapter
is prohibited from conducting. A foreign corporation shall not be denied a certificate
of authority because of the fact that the laws of the state or country under which
the corporation is organized governing its organization and internal affairs differ
from the laws of this state, and nothing contained in this chapter is construed to
authorize this state to regulate the organization or the internal affairs of the corporation.
(b) Without excluding other activities that may not constitute conducting affairs in this
state, a foreign corporation is not considered to be conducting affairs in this state,
for the purposes of this chapter, by reason of carrying on in this state any one or
more of the following activities:
(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding,
or effecting the settlement of claims or disputes;
(2) Holding meetings of its directors or members or carrying on other activities concerning
its internal affairs;
(3) Maintaining bank accounts;
(4) Creating evidences of debt, mortgages, or liens on real or personal property;
(5) Securing or collecting debts due to it or enforcing any rights in property securing
the debts;
(6) Conducting its affairs in interstate commerce;
(7) Granting funds;
(8) Distributing information to its members;
(9) Conducting an isolated transaction completed within a period of 30 days and not in
the course of a number of repeated transactions of like nature.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-71 Powers of foreign corporation.
7-6-71. Powers of foreign corporation.
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 for the purposes set forth in the application pursuant to which
the certificate of authorization is issued; and, except as otherwise provided in this
chapter, is subject to the same duties, restrictions, penalties, and liabilities now
or subsequently imposed upon a similar domestic corporation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-72 Corporate name of foreign corporation.
7-6-72. Corporate name of foreign corporation.
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 articles of
incorporation.
(2) Is distinguishable upon the records of the secretary of state from the name of any
corporation, whether for-profit or not-for-profit, domestic or foreign limited partnership,
or domestic or foreign limited-liability company organized under the laws of, or registered
or qualified or authorized to transact business or conduct affairs in this state,
or that is filed, reserved, or registered under this title.
(3) Is translated into letters of the English alphabet, if it is not in English.
(4) Words and/or abbreviations that are required by statute to identify the particular
type of business entity shall be disregarded when determining if a name is distinguishable
upon the records of the secretary of state.
(5) The secretary of state shall promulgate rules and regulations defining the term “distinguishable
upon the record” for the administration of this chapter.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1989, ch. 380, § 1; P.L. 1993,
ch. 187, § 1; P.L. 1997, ch. 188, § 2; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72,
§ 4; P.L. 2011, ch. 54, § 2; P.L. 2011, ch. 60, § 2; P.L. 2018, ch. 346, § 6.
R.I. Gen. Laws § 7-6-73 Change of name by foreign corporation.
7-6-73. Change of name by foreign corporation.
Whenever a foreign corporation that is authorized to conduct affairs in this state
changes its name to one under which a certificate of authority would not be granted
to it on application for a certificate, the certificate of authority of the corporation
shall be suspended and it shall not thereafter conduct any affairs in this state until
it has changed its name to a name that is available to it under the laws of this state.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-74 Application by foreign corporation for certificate of authority.
7-6-74. Application by foreign corporation for certificate of authority.
(a) A foreign corporation, in order to procure a certificate of authority to conduct affairs
in this state, shall apply for it with the secretary of state. The application shall
set forth:
(1) The name of the corporation and the state or country under the laws of which it is
incorporated;
(2) The date of incorporation and the period of duration of the corporation;
(3) The street address of the principal office of the corporation;
(4) The address of the proposed registered office of the corporation in this state, and
the name of its proposed registered agent in this state at the address;
(5) The purpose or purposes of the corporation that it proposes to pursue in conducting
its affairs in this state;
(6) The names and respective addresses of the directors and officers of the corporation;
(7) The additional information as is necessary or appropriate to enable the secretary
of state to determine whether the corporation is entitled to a certificate of authority
to conduct affairs in this state.
(b) The application shall be made on forms prescribed and furnished by the secretary of
state and shall be executed in duplicate by the corporation by its president or a
vice president and by its secretary or an assistant secretary.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2011, ch. 53, § 2; P.L. 2011,
ch. 64, § 2; P.L. 2017, ch. 9, § 1; P.L. 2017, ch. 20, § 1.
R.I. Gen. Laws § 7-6-75 Filing of application by foreign corporation for certificate of authority.
7-6-75. Filing of application by foreign corporation for certificate of authority.
(a) The application of the corporation for a certificate of authority shall be delivered
to the secretary of state, together with a certificate of good standing or legal existence
issued by the proper officer of the state or country under the laws of which it is
incorporated.
(b) If the secretary of state finds that the application conforms to law, the secretary
of state shall, when all fees have been paid as prescribed in this chapter:
(1) Endorse on the documents the word “Filed”, and the month, day, and year of the filing;
(2) File in the secretary of state’s office the original of the application and certificate
of good standing or legal existence issued by the proper officer of the state or country
under the laws of which it is incorporated;
(3) Issue a certificate of authority to conduct affairs in this state.
(c) The certificate of authority shall be delivered to the corporation or its representative.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005,
ch. 72, § 4; P.L. 2017, ch. 9, § 1; P.L. 2017, ch. 20, § 1.
R.I. Gen. Laws § 7-6-76 Effect of certificate of authority by foreign corporation.
7-6-76. Effect of certificate of authority by foreign corporation.
Upon the issuance of a certificate of authority by the secretary of state, the corporation
is authorized to conduct affairs in this state for those purposes set forth in its
application, subject, however, to the right of the state to suspend or to revoke the
authority as provided in this chapter.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2017, ch. 9, § 1; P.L. 2017,
ch. 20, § 1.
R.I. Gen. Laws § 7-6-77 Registered office and registered agent of foreign corporation.
7-6-77. Registered office and registered agent of foreign corporation.
Each foreign corporation authorized to conduct affairs in this state shall have and
continuously maintain in this state:
(1) A registered office, which may be the same as its principal office;
(2) A registered agent, which agent may be either an individual resident in this state
whose business office is identical with the registered office, or a domestic corporation,
whether for profit or not for profit, or a foreign corporation, whether for profit
or not for profit, authorized to transact business or conduct affairs in this state,
having an office identical with the registered office.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2018, ch. 346, § 6.
R.I. Gen. Laws § 7-6-78 Change of registered office or registered agent of foreign corporation.
7-6-78. Change of registered office or registered agent of foreign corporation.
(a) A foreign corporation authorized to conduct affairs in this state may change its registered
office or its registered agent, or both, upon filing in the office of the secretary
of state a statement setting forth:
(1) The name of the corporation;
(2) The address of its then-registered office;
(3) If the address of its registered office be changed, the address to which the registered
office is to be changed;
(4) The name of its registered agent;
(5) If its registered agent be changed, the name of its successor registered agent;
(6) That the address of its registered office and the address of the office of its registered
agent, as changed, will be identical;
(7) That the change was authorized by an adopted resolution of its board of directors.
(b) The statement shall be executed by the corporation by its president or a vice president
and delivered to the secretary of state. If the secretary of state finds that the
statement conforms to the provisions of this chapter, the secretary of state shall
file the statement in his or her office, and upon filing the change of address of
the registered office, or the appointment of a new registered agent, or both, becomes
effective.
(c) Any registered agent in this state appointed by a foreign corporation may resign as
the agent upon filing a written notice of resignation, executed in duplicate, with
the secretary of state who shall immediately mail a copy of it to the foreign corporation
at its principal office in the state or country under the laws of which it is incorporated
as shown by its most recent annual report. The appointment of the agent terminates
upon the expiration of 30 days after receipt of the notice by the secretary of state.
(d) If a registered agent changes the registered agent’s business address to another place
within the state, the registered agent may change the address and the address of the
registered office of any corporations of which he, she, or it is registered agent
by filing a statement as required above except that it need be signed only by the
registered agent, need not be responsive to subsections (a)(5) and (a)(7), and must
recite that a copy of the statement has been mailed to each corporation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-79 Service of process on foreign corporation.
7-6-79. Service of process on foreign corporation.
(a) The registered agent appointed by a foreign corporation authorized to conduct affairs
in this state shall be 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 foreign corporation authorized to conduct affairs in this state fails to
appoint or maintain a registered agent in this state, or whenever any registered agent
cannot with reasonable diligence be found at the registered office or whenever the
certificate of authority of a foreign corporation is suspended or revoked, the secretary
of state shall be an agent of the corporation upon whom any process, notice, or demand
may be served. Service on the secretary of state of any process, notice, or demand
shall be made by delivering to and leaving with the secretary of state, or with any
clerk having charge of the corporation department of the secretary of state’s office,
duplicate copies of the process, notice, or demand. If any process, notice, or demand
is served on the secretary of state, the secretary of state shall immediately forward
one of the copies by registered or certified mail, addressed to the corporation at
its principal office in the state or country under the laws of which it is incorporated.
Any service upon the secretary of state is returnable in not less than 30 days.
(c) The secretary of state shall keep a record of all processes, notices, and demands
served upon the secretary of state under this section, and shall record in the record
the time of the service and the secretary of state’s action with reference to the
service.
(d) Nothing contained in this section limits or affects the right to serve any process,
notice, or demand, required or permitted by law to be served upon a corporation in
any other manner now or subsequently permitted by law.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-80 Amendment to articles of incorporation of foreign corporation.
7-6-80. Amendment to articles of incorporation of foreign corporation.
Whenever the articles of incorporation of a foreign corporation authorized to conduct
affairs in this state are amended, the foreign corporation shall, within 30 days after
the amendment becomes effective, file in the office of the secretary of state a copy
of the amendment duly certified by the proper officer of the state or country under
the laws of which it is incorporated; but the filing of the articles does not of itself
enlarge or alter the purpose or purposes that the corporation is authorized to pursue
in conducting its affairs in this state, or authorize the corporation to conduct affairs
in this state under any other name than the name set forth in its certificate of authority.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-80.1 Foreign application for transfer of authority.
7-6-80.1. Foreign application for transfer of authority.
(a) A duly authorized foreign nonprofit 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 of authority in the office of the secretary
of state by filing:
(1) An application for transfer of authority that has been executed and filed in accordance
with § 7-6-2.1; and
(2) An application for authority to transact business in the state of Rhode Island for
the resulting entity type; and
(3) A certificate of legal existence or good standing issued by the proper officer of
the state or country under the laws of which the resulting entity has been formed.
(b) The application for transfer of authority shall state:
(1) The name of the nonprofit corporation;
(2) The type of other entity into which it has been converted; and
(3) The jurisdiction whose laws govern its internal affairs.
(c) Upon the effective time and date of the application for transfer of authority, the
authority of the nonprofit corporation authorized to transact business under this
chapter shall be transferred without interruption to the other entity which shall
thereafter hold such authority subject to the provisions of the laws of the state
of Rhode Island applicable to that type of resulting entity.
P.L. 2012, ch. 81, § 1; P.L. 2012, ch. 103, § 1.
R.I. Gen. Laws § 7-6-81 Merger of foreign corporation authorized to conduct affairs in this state.
7-6-81. Merger of foreign corporation authorized to conduct affairs in this state.
Whenever a foreign corporation authorized to conduct affairs in this state is a party
to a statutory merger permitted by the laws of the state or country under the laws
of which it is incorporated, and the corporation is the surviving corporation, it
shall, within thirty (30) days after the merger becomes effective, file with the secretary
of state a copy of the articles of merger duly certified by the proper officer of
the state or country under the laws of which the statutory merger was effected. It
is not necessary for the corporation to procure either a new or amended certificate
of authority to conduct affairs in this state unless the name of the corporation is
changed by the merger or unless the corporation desires to pursue in this state other
or additional purposes than those that it is then authorized to pursue in this state.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-82 Amended certificate of authority.
7-6-82. Amended certificate of authority.
(a) A foreign corporation authorized to conduct affairs in this state shall procure an
amended certificate of authority by making application for one with the secretary
of state if it changes its corporate name or desires to pursue in this state other
or additional purposes than those set forth in its prior application for a certificate
of authority.
(b) The requirements as to the form and contents of the application, the manner of its
execution, the filing of the original with the secretary of state, the issuance of
an amended certificate of authority and its effect, are the same as in the case of
an original application for a certificate of authority.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1999, ch. 354, § 19; P.L. 2005,
ch. 36, § 4; P.L. 2005, ch. 72, § 4.
R.I. Gen. Laws § 7-6-83 Withdrawal of foreign corporation.
7-6-83. Withdrawal of foreign corporation.
(a) A foreign corporation authorized to conduct affairs in this state may withdraw from
this state upon procuring from the secretary of state a certificate of withdrawal.
In order to procure a certificate of withdrawal, the foreign corporation shall deliver
to the secretary of state an application for withdrawal, setting forth:
(1) The name of the corporation and the state or country under the laws of which it is
incorporated;
(2) That the corporation is not conducting affairs in this state;
(3) That the corporation surrenders its authority to conduct affairs in this state;
(4) That the corporation revokes the authority of its registered agent in this state to
accept service of process and consents that service of process in any action, suit,
or proceeding based upon any cause of action arising in this state during the time
the corporation was authorized to conduct affairs in this state may subsequently be
made on the corporation by service on the secretary of state;
(5) A post office address to which the secretary of state may mail a copy of any process
against the corporation that may be served on the secretary of state.
(b) The application for withdrawal shall be made on forms prescribed and furnished by
the secretary of state and shall be executed by the corporation by its president or
a vice president and by its secretary or an assistant secretary, or, if the corporation
is in the hands of a receiver or trustee, shall be executed on behalf of the corporation
by the receiver or trustee.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-84 Filing of application for withdrawal.
7-6-84. Filing of application for withdrawal.
(a) The application for withdrawal shall 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 have been paid as prescribed in this chapter:
(1) Endorse on the original the word “Filed”, and the month, day, and year of the filing;
(2) File the original in the secretary of state’s office;
(3) Issue a certificate of withdrawal.
(b) The certificate of withdrawal shall be delivered to the corporation or its representative.
Upon the issuance of the certificate of withdrawal, the authority of the corporation
to conduct affairs in this state ceases.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005,
ch. 72, § 4.
R.I. Gen. Laws § 7-6-85 Revocation of certificate of authority.
7-6-85. Revocation of certificate of authority.
(a) The certificate of authority of a foreign corporation to conduct affairs in this state
may be revoked by the secretary of state upon the conditions prescribed in this section
when:
(1) The corporation has failed to file its annual report within the time required by this
chapter or has failed to pay any fees or penalties prescribed by this chapter when
they have become due and payable;
(2) The corporation has failed for 30 days to appoint and maintain a registered agent
in this state as required by this chapter;
(3) The corporation has failed, after change of its registered agent, to file in the office
of the secretary of state a statement of the change as required by this chapter;
(4) The corporation has failed to file in the office of the secretary of state any amendment
to its articles of incorporation or any articles of merger within the time prescribed
by this chapter;
(5) The certificate of authority of the corporation was procured through fraud practiced
upon the state;
(6) The corporation has continued to exceed or abuse the authority conferred upon it by
this chapter; or
(7) A misrepresentation has been made of any material matter in any application, report,
affidavit, or other document submitted by the corporation pursuant to this chapter.
(b) No certificate of authority of a foreign corporation shall be revoked by the secretary
of state unless:
(1) The secretary of state shall have given the corporation not less than sixty (60) days
notice thereof by regular mail addressed to the registered office of the corporation
in this state on file with the secretary of state’s office; provided, however, that
if a prior mailing addressed to the registered office of the corporation in this state
currently on file with the secretary of state’s office has been returned to the secretary
of state as undeliverable by the United States Postal Service for any reason, or if
the revocation notice is returned as undeliverable to the secretary of state’s office
by the United States Postal Service for any reason, the secretary of state shall give
notice as follows:
(i) To the corporation at its principal office of record as shown in its most recent annual
report, and no further notice shall be required; or
(ii) In the case of a foreign corporation that has not yet filed an annual report, then
to the corporation at its principal office shown in its application for certificate
of authority, and no further notice shall be required; and
(2) The corporation fails prior to revocation to file the annual report, pay the fees
or penalties, file the required statement of change of registered agent, file the
articles of amendment or articles of merger, or correct the misrepresentation.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2001, ch. 26, § 2; P.L. 2001,
ch. 268, § 2.
R.I. Gen. Laws § 7-6-86 Issuance of certificate of revocation.
7-6-86. Issuance of certificate of revocation.
(a) Upon revoking any certificate of authority, 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, addressed to
the registered office of the corporation in this state on file with the secretary
of state’s office; provided, however, that if a prior mailing addressed to the registered
office of the corporation in this state currently on file with the secretary of state’s
office has been returned to the secretary of state as undeliverable by the United
States Postal Service for any reason, or if the revocation certificate is returned
as undeliverable to the secretary of state’s office by the United States Postal Service
for any reason, the secretary of state shall give notice as follows:
(i) To the corporation at its principal office of record as shown in its most recent annual
report, and no further notice shall be required; or
(ii) In the case of a foreign corporation that has not yet filed an annual report, then
to the corporation at its principal office shown in its application for certificate
of authority, and no further notice shall be required.
(b) Upon the issuance of the certificate of revocation, the authority of the corporation
to conduct affairs in this state ceases.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2001, ch. 26, § 2; P.L. 2001,
ch. 268, § 2.
R.I. Gen. Laws § 7-6-87 Withdrawal of certificates of revocation.
7-6-87. Withdrawal of certificates of revocation.
Within twenty (20) years after issuing a certificate of revocation as provided in
§ 7-6-86, the secretary of state may withdraw the certificate of revocation and reinstate
the corporation in good standing:
(1) Upon the filing by the corporation of the documents it had previously failed to file
as set forth in § 7-6-85(a)(1) — (a)(4), inclusive; and
(2)(i) Upon the payment by the corporation of a penalty of twenty-five dollars ($25.00) for
each year or part of a year that has elapsed since the issuance of the certificate
of revocation.
(ii) If as permitted by § 7-6-72(2) another corporation, whether business or nonprofit, or domestic or foreign, qualified
to transact business in this state, bears or has filed a fictitious business name
statement regarding or reserved or registered a name that is the same as the name
of a corporation regarding which the certificate of revocation is proposed to be withdrawn,
the secretary of state shall condition the withdrawal of a certificate of revocation
upon the reinstated corporation’s amending its articles of incorporation so as to
designate a name that is distinguishable upon the records of the secretary of state
from its former name.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1989, ch. 380, § 1; P.L. 2003,
ch. 247, § 2; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 385,
§ 2, effective July 13, 2021; P.L. 2021, ch. 386, § 2, effective July 13, 2021.
R.I. Gen. Laws § 7-6-88 Appeal from revocation of certificate of authority.
7-6-88. Appeal from revocation of certificate of authority.
Any foreign corporation aggrieved by the action of the secretary of state in revoking
its certificate of authority may appeal from the revocation in the manner provided
in § 7-6-99.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-89 Conducting affairs without certificate of authority.
7-6-89. Conducting affairs without certificate of authority.
(a) No foreign corporation that is conducting affairs in this state without a certificate
of authority shall be permitted to maintain any action, suit, or proceeding in any
court of this state until the corporation has obtained a certificate of authority.
Nor shall any action, suit, or proceeding be maintained in any court of this state
by any successor or assignee of the corporation on any right, claim, or demand arising
out of the conduct of affairs by the corporation in this state, until a certificate
of authority has been obtained by the corporation or by a corporation that has acquired
all or substantially all of its assets.
(b) The failure of a foreign corporation to obtain a certificate of authority to conduct
affairs in this state does not impair the validity of any contract or act of the corporation,
and does not prevent the corporation from defending any action, suit, or proceeding
in any court of this state.
(c) A foreign corporation that conducts affairs in this state without a certificate of
authority is liable to this state, for the years or parts of years during which it
conducted affairs in this state without a certificate of authority, in an amount equal
to all fees that would have been imposed by this chapter upon the corporation had
it duly applied for and received a certificate of authority to conduct affairs in
this state as required by this chapter and subsequently filed all reports required
by this chapter, plus all interest and penalties imposed by this chapter for failure
to pay the fees. The attorney general shall bring proceedings to recover all amounts
due this state under the provisions of this section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-90 Annual report of domestic and foreign corporations.
7-6-90. Annual report of domestic and foreign corporations.
(a) Each domestic corporation, and each foreign corporation authorized to conduct affairs
in this state, shall file, within the time prescribed by this chapter, an annual report
setting forth the following information as of the date of the report:
(1) The name of the corporation and the state or country under the laws of which it is
incorporated;
(2) [Deleted by P.L. 2021, ch. 137, § 2 and P.L. 2021, ch. 138, § 2.]
(3) The address of the principal office of the corporation;
(4) A brief statement of the character of the affairs that the corporation is actually
conducting, or, in the case of a foreign corporation, that the corporation is actually
conducting in this state; and
(5) The names and respective addresses of the directors and officers of the corporation.
(b) The annual report shall be made on forms prescribed and furnished by the secretary
of state and the information contained in the report shall be given as of the date
of the execution of the report. It shall be executed by the corporation by its president,
a vice president, secretary, an assistant secretary, treasurer, or authorized representative,
or, if the corporation is in the hands of a receiver or trustee, it shall be executed
on behalf of the corporation by the receiver or trustee.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2012, ch. 81, § 2; P.L. 2012,
ch. 103, § 2; P.L. 2014, ch. 25, § 1; P.L. 2014, ch. 40, § 1; P.L. 2021, ch. 137,
§ 2, effective January 1, 2022; P.L. 2021, ch. 138, § 2, effective January 1, 2022.
R.I. Gen. Laws § 7-6-91 Filing of annual report of domestic and foreign corporations.
7-6-91. Filing of annual report of domestic and foreign corporations.
(a) The annual report of a domestic or foreign corporation shall be delivered to the secretary
of state between February 1 and May 1 of each year, except that the first annual report
of a domestic or foreign corporation shall be filed between February 1 and May 1 of
the year following the calendar year in which its certificate of incorporation or
its certificate of authority was issued by the secretary of state.
(b) Proof to the satisfaction of the secretary of state that prior to the first day of
May the report was deposited in the United States mail in a sealed envelope, properly
addressed, with postage prepaid, is deemed a compliance with this requirement.
(c) If the secretary of state finds that the report conforms to the requirements of this
chapter, the secretary of state shall file the report.
(d) If the secretary of state finds that it does not conform, the secretary of state shall
promptly return the report to the corporation for any necessary corrections, in which
case the penalties subsequently prescribed for failure to file the report within the
time above provided do not apply if the report is corrected to conform to the requirements
of this chapter and returned to the secretary of state within thirty (30) days from
the date on which it was mailed to the corporation by the secretary of state.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2021, ch. 137, § 2, effective
January 1, 2022; P.L. 2021, ch. 138, § 2, effective January 1, 2022.
R.I. Gen. Laws § 7-6-92 Fees for filing documents and issuing certificates.
7-6-92. Fees for filing documents and issuing certificates.
The secretary of state shall charge and collect for:
(1) Filing articles of incorporation and issuing a certificate of incorporation, thirty-five
dollars ($35.00).
(2) Filing articles of amendment and issuing a certificate of amendment, ten dollars ($10.00).
(3) Filing certificate of correction and issuing a certificate of correction, ten dollars
($10.00).
(4) Filing restated articles of incorporation and issuing restated certificate of incorporation,
ten dollars ($10.00).
(5) Filing articles of merger or consolidation and issuing a certificate of merger or
consolidation, twenty-five dollars ($25.00).
(6)(i) Filing a statement of change of registered agent and registered office or filing a
statement of change of registered agent, ten dollars ($10.00).
(ii) Filing a statement of change of registered office only, without fee.
(7) Filing articles of dissolution, ten dollars ($10.00).
(8) Filing an application of a foreign corporation for a certificate of authority to conduct
affairs in this state and issuing a certificate of authority, fifty dollars ($50.00).
(9) Filing an application of a foreign corporation for an amended certificate of authority
to conduct affairs in this state and issuing an amended certificate of authority,
twenty-five dollars ($25.00).
(10) Filing a copy of an amendment to the articles of incorporation of a foreign corporation
holding a certificate of authority to conduct affairs in this state, twenty-five dollars
($25.00).
(11) Filing a copy of articles of merger of a foreign corporation holding a certificate
of authority to conduct affairs in this state, twenty-five dollars ($25.00).
(12) Filing an application for withdrawal of a foreign corporation and issuing a certificate
of withdrawal, ten dollars ($10.00).
(13) Filing any other statement or report, including an annual report, of a domestic or
foreign corporation, twenty dollars ($20.00).
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1990, ch. 65, art. 43, § 8;
P.L. 2001, ch. 26, § 2; P.L. 2001, ch. 268, § 2; P.L. 2012, ch. 81, § 2; P.L. 2012,
ch. 103, § 2.
R.I. Gen. Laws § 7-6-93 Miscellaneous charges.
7-6-93. Miscellaneous charges.
The secretary of state shall charge and collect:
(1) For furnishing a certified copy of any document, instrument, or paper relating to
a corporation, fifteen cents ($.15) per page and five dollars ($5.00) for the certificate
and affixing the seal to it.
(2) At the time of any service of process on the secretary of state as resident agent
of a corporation, fifteen dollars ($15.00), which is recoverable as taxable costs
by the party to the suit or action causing the service to be made if the party prevails
in the suit or action.
(3) For issuing a certificate of good standing/letter of status, five dollars ($5.00).
(4) For issuing a certificate of fact, five dollars ($5.00).
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1990, ch. 65, art. 43, § 8;
P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4.
R.I. Gen. Laws § 7-6-94 Penalties imposed upon corporation.
7-6-94. Penalties imposed upon corporation.
(a) Each domestic or foreign corporation that fails or refuses to file its annual report
for any year within the time prescribed by this chapter is subject to a penalty of
twenty-five dollars ($25.00) for each year to be assessed by the secretary of state.
(b) Each domestic or foreign corporation that fails or refuses to answer truthfully and
fully within the time prescribed by this chapter interrogatories propounded by the
secretary of state in accordance with the provisions of this chapter, is guilty of
a misdemeanor and upon conviction may be fined in any amount not exceeding five hundred
dollars ($500).
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1990, ch. 77, § 1.
R.I. Gen. Laws § 7-6-95 Penalties imposed upon directors and officers.
7-6-95. Penalties imposed upon directors and officers.
Each director and officer of a domestic or foreign corporation who fails or refuses
within the time prescribed by this chapter to answer truthfully and fully interrogatories
propounded to the director or officer by the secretary of state in accordance with
the provisions of this chapter, or who signs any articles, statement, report, application,
or other document filed with the secretary of state that is known to the director
or officer to be false in any material respect, is guilty of a misdemeanor, and upon
conviction may be fined in any amount not exceeding five hundred dollars ($500).
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-96 Interrogatories by secretary of state.
7-6-96. Interrogatories by secretary of state.
The secretary of state may propound to any domestic or foreign corporation, subject
to the provisions of this chapter, and to any officer or director of the corporation,
any interrogatories that are reasonably necessary and proper to enable the secretary
of state to ascertain whether the corporation has complied with all the applicable
provisions of this chapter. The interrogatories shall be answered within thirty (30)
days after their mailing, or within any additional time that is fixed by the secretary
of state. The answers to the interrogatories shall be full and complete and shall
be made in writing and under oath. If the interrogatories are directed to an individual,
they shall be answered by that individual and if directed to a corporation they shall
be answered by the president, vice president, secretary or assistant secretary, or
treasurer or assistant treasurer of the corporation. The secretary of state need not
file any document to which the interrogatories relate until the interrogatories are
answered as provided in this section, and not then if the interrogatory answers disclose
that the document is not in conformity with the provisions of this chapter. The secretary
of state shall certify to the attorney general, for any action that the attorney general
deems appropriate, all interrogatories and answers to them that disclose a violation
of any of the provisions of this chapter.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-97 Information disclosed by interrogatories.
7-6-97. Information disclosed by interrogatories.
Interrogatories propounded by the secretary of state and the answers to them shall
not be open to public inspection nor shall the secretary of state disclose any facts
or information obtained from them except insofar as the secretary of state’s official
duty may require the facts or information to be made public or if the interrogatories
or the answers to them are required for evidence in any criminal proceedings or in
any other action by this state.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-98 Powers of secretary of state.
7-6-98. Powers of secretary of state.
The secretary of state has the power and authority reasonably necessary to enable
him or her to administer this chapter efficiently and to perform the duties imposed
on him or her by this chapter.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-99 Appeal from secretary of state.
7-6-99. Appeal from secretary of state.
(a) If the secretary of state fails to approve the articles of incorporation, amendment,
merger, consolidation or dissolution, or any other document required by this chapter
to be approved by the secretary of state before the document is filed in the secretary
of state’s office, the secretary of state shall, within ten (10) days after the delivery
of the document to him or her, give written notice of his or her disapproval to the
domestic or foreign person or corporation delivering the document, specifying the
reasons for the disapproval. From the disapproval, or from the revocation of a certificate
of incorporation pursuant to the provisions of this chapter, the person or corporation
may appeal to the superior court of the county in which the registered office of the
corporation is, or is proposed to be, situated by filing with the clerk of the court
a petition setting forth a copy of the articles or other document sought to be filed
and a copy of the written disapproval by the secretary of state; at which time the
matter shall be tried de novo by the court, and the court shall either sustain the
action of the secretary of state or direct the secretary of state to take any action
that the court deems proper.
(b) If the secretary of state revokes the certificate of authority to conduct affairs
in this state of any foreign corporation, pursuant to the provisions of this chapter,
the foreign corporation may similarly appeal to the superior court of the county where
the registered office of the corporation in this state is situated, by filing with
the clerk of the court a petition setting forth a copy of its certificate of authority
to conduct affairs in this state and a copy of the notice of revocation given by the
secretary of state; at which time the matter shall be tried de novo by the court,
and the court shall either sustain the action of the secretary of state or direct
the secretary of state to take any action that the court deems proper.
(c) Appeals from all final orders and judgments entered by the superior court under this
section in review of any ruling or decision of the secretary of state may be taken
as in other civil actions.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-100 Certificates and certified copies to be received in evidence.
7-6-100. Certificates and certified copies to be received in evidence.
All certificates issued by the secretary of state in accordance with the provisions
of this chapter, and all copies of documents filed in the secretary of state’s office
in accordance with the provisions of this chapter when certified by the secretary
of state, shall be taken and received in all courts, public offices, and official
bodies as prima facie evidence of the facts stated in them. A certificate by the secretary
of state under the great seal of this state, as to the existence or nonexistence of
the facts relating to corporations that would not appear from a certified copy of
any of the preceding documents or certificates, shall be taken and received in all
courts, public offices, and official bodies as prima facie evidence of the existence
or nonexistence of the facts stated in them.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-101 Forms to be furnished by secretary of state.
7-6-101. Forms to be furnished by secretary of state.
All reports required by this chapter to be filed in the office of the secretary of
state shall be made on forms that shall be prescribed and furnished by the secretary
of state. Forms for all other documents to be filed in the office of the secretary
of state shall be furnished by the secretary of state on request for them, but their
use, unless otherwise specifically prescribed in this chapter, is not mandatory.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-102 Greater voting requirements.
7-6-102. Greater voting requirements.
Whenever, with respect to any action to be taken by the members or directors of a
corporation, the articles of incorporation or bylaws require the vote or concurrence
of a greater proportion of the directors or members or any class of members than required
by this chapter, the provisions of the articles of incorporation or bylaws control.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-103 Waiver of notice.
7-6-103. Waiver of notice.
Whenever any notice is required to be given to any member or director of a corporation
under the provisions of this chapter or under the provisions of the articles of incorporation
or bylaws of the corporation, a waiver of the notice in writing signed by the person
or persons entitled to the notice, whether before or after the time stated in the
waiver, is equivalent to the giving of the notice.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-104 Action by incorporators, members, or directors without a meeting.
7-6-104. Action by incorporators, members, or directors without a meeting.
(a) Any action required by this chapter to be taken at a meeting of the incorporators,
members, or directors of a corporation, or any action that may be taken at a meeting
of the incorporators, members, or directors, may be taken without a meeting if a consent
in writing, setting forth the action taken, is signed by all of the incorporators,
by all the members entitled to vote with respect to the subject matter of the action,
or by all of the directors.
(b) The consent has the same force and effect as a unanimous vote, and that may be stated
in any articles or document filed with the secretary of state under this chapter.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-105 Unauthorized assumption of corporate powers.
7-6-105. Unauthorized assumption of corporate powers.
All persons 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
thereof.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-106 Reservation of power.
7-6-106. Reservation of power.
The general assembly at all times has the power to prescribe any regulations, provisions,
and limitations that it deems advisable, which regulations, provisions, and limitations
are binding on any corporations subject to the provisions of this chapter, and the
general assembly has power to amend, repeal, or modify this chapter at pleasure.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
R.I. Gen. Laws § 7-6-107 Effect of repeal of prior chapters.
7-6-107. Effect of repeal of prior chapters.
(a) The repeal of a prior chapter by this chapter does not affect any right accrued or
established, or any liability or penalty incurred, under the provisions of the prior
chapter, prior to its repeal.
(b) The limitation formerly set forth in § 7-6-8, as amended, which is repealed hereby, and any similar limitation does not subsequently
apply to any existing corporation whether created by special act of the general assembly
or otherwise, even if the corporation’s articles of incorporation or any special act
of the general assembly contain a reference to § 7-6-8 or a recitation of the limitation previously contained in that section or any similar
limitation.
(c) Each existing corporation has the powers set forth in § 7-6-5 of this chapter even if its articles of incorporation contain other or different
powers or contain a reference to or recitation of the powers granted by any act at
this time or subsequently repealed.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1994, ch. 437, § 1; P.L. 1997,
ch. 188, § 2; P.L. 2018, ch. 346, § 6.
R.I. Gen. Laws § 7-6-108 Effect of invalidity of part of this chapter.
7-6-108. Effect of invalidity of part of this chapter.
If a court of competent jurisdiction adjudges any clause, sentence, paragraph, section,
or part of this chapter to be invalid or unconstitutional, the judgment or decree
does not affect, impair, invalidate, or nullify the remainder of this chapter, but
the effect of the judgment or decree is confined to the clause, sentence, paragraph,
section, or part of this chapter adjudged to be invalid or unconstitutional.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-6/INDEX.htmFetched: 10/20/2026