Dissolution and Revocation

R.I. Gen. Laws tit. 7, ch. 7-1.2, pt. 13

in effect

R.I. Gen. Laws § 7-1.2-1301 Voluntary dissolution by incorporators.

7-1.2-1301. Voluntary dissolution by incorporators. (a) A corporation that has not commenced business and that has not issued any shares, may be voluntarily dissolved by its incorporators at any time in the following manner: (1) Articles of dissolution are executed by a majority of the incorporators, and verified by them, and state: (i) The name of the corporation; (ii) The date of issuance of its certificate of incorporation; (iii) That none of its shares have been issued; (iv) That the corporation has not commenced business; (v) That the amount, if any, actually paid in on subscriptions for its shares, less any part of the amount disbursed for necessary expenses, has been returned to those entitled to it; (vi) That no debts of the corporation remain unpaid; and (vii) That a majority of the incorporators elect that the corporation be dissolved. (2) The original articles of dissolution are delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees and taxes have been paid: (i) Endorse on the original the word “Filed”, and the month, day, and year of the filing; (ii) File the original in his or her office; and (iii) Issue a certificate of dissolution. (3) If the corporation is dissolved prior to the effective date stated on the articles of incorporation, no taxes shall be due. (b) The certificate of dissolution is delivered to the incorporators or their representative. Upon the issuance of the certificate of dissolution by the secretary of state, the existence of the corporation ceases. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2007, ch. 95, § 1; P.L. 2007, ch. 111, § 1; P.L. 2015, ch. 80, § 1; P.L. 2015, ch. 88, § 1; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.

R.I. Gen. Laws § 7-1.2-1302 Voluntary dissolution by consent of shareholders.

7-1.2-1302. Voluntary dissolution by consent of shareholders. (a) A corporation may be voluntarily dissolved by the written consent of all of its shareholders entitled to vote thereon. (b) Upon the adoption of the resolution: (1) The corporation shall immediately deliver notice of the adoption of such resolution to each known creditor of the corporation. (2) The corporation shall proceed to collect its assets, sell or otherwise dispose of those of its properties that are not to be distributed in kind to its shareholders, pay, satisfy, and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the corporation distributes the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests. (3) The corporation, at any time during the liquidation of its business and affairs, may apply to a court of competent jurisdiction within the state and county in which the registered office or principal place of business of the corporation is situated, to have the liquidation continued under the supervision of the court as provided in this chapter. (c) Upon the completion of the actions set forth in subsection (b) of this section, the corporation shall execute and file articles of dissolution in accordance with the provisions of §§ 7-1.2-1308 and 7-1.2-1309. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2007, ch. 98, § 1; P.L. 2007, ch. 107, § 1.

R.I. Gen. Laws § 7-1.2-1303 Voluntary dissolution by act of corporation.

7-1.2-1303. Voluntary dissolution by act of corporation. A corporation may be dissolved by the act of the corporation, when authorized in the following manner: (1) The board of directors adopts a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of the shareholders, which may be either an annual or a special meeting. (2) Written notice is given to each shareholder 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 shareholders, and, whether the meeting is an annual or special meeting, states that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation. (3) At the meeting a vote of shareholders entitled to vote at the meeting is taken on a resolution to dissolve the corporation. The resolution is adopted upon receiving the affirmative vote of the holders of a majority of the shares of the corporation entitled to vote on the resolution, unless any class of shares is entitled to vote on the resolution as a class, in which event approval of the resolution also requires the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote as a class and of the total shares entitled to vote on the resolution. (4) The corporation shall immediately deliver notice of the adoption of such resolution by a vote of the shareholders to each known creditor of the corporation. (5) The corporation shall proceed to collect its assets, sell or otherwise dispose of those of its properties that are not to be distributed in kind to its shareholders, pay, satisfy, and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the corporation distributes the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests. (6) The corporation, at any time during the liquidation of its business and affairs, may apply to a court of competent jurisdiction within the state and county in which the registered office or principal place of business of the corporation is situated, to have the liquidation continued under the supervision of the court as provided in this chapter. (7) Upon the completion of actions set forth in subsections (1) — (6) of this section, the corporation shall execute and file articles of dissolution in accordance with the provisions of §§ 7-1.2-1308 and 7-1.2-1309. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2007, ch. 98, § 1; P.L. 2007, ch. 107, § 1.

R.I. Gen. Laws § 7-1.2-1304 Revocation of voluntary dissolution proceedings by consent of shareholders.

7-1.2-1304. Revocation of voluntary dissolution proceedings by consent of shareholders. (a) By the written consent of all of its shareholders entitled to vote thereon, a corporation may, within one hundred twenty (120) days of its effective date of the articles of dissolution, revoke voluntary dissolution proceedings previously taken, in the following manner: (b) Upon the execution of the written consent, a statement of revocation of voluntary dissolution proceedings is executed by the corporation by its authorized representative. The statement proclaims: (1) The name of the corporation. (2) The names and respective addresses of its officers. (3) The names and respective addresses of its directors. (4) A copy of the written consent signed by all shareholders of the corporation revoking the voluntary dissolution proceedings. (5) That the written consent has been signed by all shareholders entitled to vote thereon of the corporation or signed in their names by their authorized attorneys. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

R.I. Gen. Laws § 7-1.2-1305 Revocation of voluntary dissolution proceedings by act of corporation.

7-1.2-1305. Revocation of voluntary dissolution proceedings by act of corporation. By the act of the corporation, a corporation may, at any time within one hundred twenty (120) days of its effective date of the articles of dissolution, revoke voluntary dissolution proceedings previously taken, in the following manner: (a) The board of directors adopts a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a special meeting of shareholders. (b) 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, is given to each shareholder entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of special meetings of shareholders. (c) At the meeting, a vote of the shareholders entitled to vote at the meeting is taken on a resolution to revoke the voluntary dissolution proceedings, which requires for its adoption the affirmative vote of the holders of a majority of the shares entitled to vote on the resolution. (d) Upon the adoption of the resolution, a statement of revocation of voluntary dissolution proceedings is executed by the corporation by its authorized representative. The statement proclaims: (1) The name of the corporation. (2) The names and respective addresses of its officers. (3) The names and respective addresses of its directors. (4) A copy of the resolution adopted by the shareholders revoking the voluntary dissolution proceedings. (5) The number of shares outstanding. (6) The number of shares voted for and against the resolution, respectively. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1306 Filing of statement of revocation of voluntary dissolution proceedings.

7-1.2-1306. Filing of statement of revocation of voluntary dissolution proceedings. The statement of revocation of voluntary dissolution proceedings, whether by consent of shareholders or by act of the corporation, is delivered to the secretary of state. If the secretary of state finds that the statement conforms to law, the secretary of state shall, when all fees and franchise taxes have been paid: (a) Endorse on the original the word “Filed”, and the month, day, and year of the filing. (b) File the original in his or her office. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1307 Effect of statement of revocation of voluntary dissolution proceedings.

7-1.2-1307. Effect of statement of revocation of voluntary dissolution proceedings. (a) Upon the filing by the secretary of state of a statement of revocation of voluntary dissolution proceedings, whether by consent of its shareholders or by act of the corporation, the revocation of the voluntary dissolution proceedings becomes effective and the corporation may again carry on its business. (b) Revocation of dissolution is effective upon the effective date of the statement of revocation of voluntary dissolution. (c) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred, except as subsequently provided. (d) If, as permitted by the provisions of this title, another corporation, whether business or nonprofit, limited partnership, limited liability partnership or limited liability company, 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 a name which is not distinguishable upon the records of the secretary of state from the name of a corporation with respect to which the certificate of voluntary dissolution is proposed to be withdrawn, then the secretary of state shall condition effectiveness of the statement of revocation of voluntary dissolution upon the amendment by the corporation of its articles of incorporation or otherwise complying with the provisions of this chapter with respect to the use of a name available to it under the laws of this state so as to designate a name which is distinguishable upon the records of the secretary of state from its former name. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 36, § 36; P.L. 2005, ch. 72, § 36; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

R.I. Gen. Laws § 7-1.2-1308 Articles of dissolution.

7-1.2-1308. Articles of dissolution. The corporation shall execute articles of dissolution by its authorized officer. The statement proclaims: (a) The name of the corporation. (b) That all debts, obligations, and liabilities of the corporation have been paid, discharged or have been subject to a completed bankruptcy proceeding under Title 11 of the U.S. Code. (c) That all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests. (d) That there are not 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. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2014, ch. 485, § 1; P.L. 2014, ch. 511, § 1.

R.I. Gen. Laws § 7-1.2-1309 Filing of articles of dissolution.

7-1.2-1309. Filing of articles of dissolution. (a) The articles of dissolution are delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees and taxes have been paid: (1) Endorse on the original the word “Filed”, and the month, day, and year of the filing; (2) File the original in his or her office; and (3) Issue a certificate of dissolution. (b) The certificate of dissolution is 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 shareholders, directors, and officers as provided in this chapter. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2015, ch. 80, § 1; P.L. 2015, ch. 88, § 1; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.

R.I. Gen. Laws § 7-1.2-1310 Revocation of articles of incorporation.

7-1.2-1310. Revocation of articles of incorporation. (a) The articles of incorporation of a corporation may be revoked by the secretary of state upon the conditions prescribed in this section when it is established that: (1) The corporation procured its articles of incorporation through fraud; or (2) The corporation has continued to exceed or abuse the authority conferred upon it by law; or (3) The corporation has failed to file its annual report within the time required by this chapter, or with respect to any corporation in good corporate standing on the records of the secretary of state on or after July 1, 2019, has failed to pay any required fees to the secretary of state when they have become due and payable, or the secretary of state has received notice from the division of taxation, in accordance with § 44-11-26.1, that the corporation has failed to pay corporate taxes; or (4) The corporation has failed for thirty (30) days to appoint and maintain a registered agent in this state as required by this chapter; or (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; or (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 articles of incorporation of a corporation may be revoked by the secretary of state unless: (1) The secretary of state gives the corporation notice thereof not less than sixty (60) days prior to such revocation by regular mail addressed to the registered office of the corporation in this state on file with the secretary of state’s office, which notice shall specify the basis for the revocation; 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 as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable by the United States Postal Service for any reason, the secretary of state gives 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 is 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 is 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. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.

R.I. Gen. Laws § 7-1.2-1311 Issuance of certificates of revocation.

7-1.2-1311. Issuance of certificates of revocation. (a) Upon revoking any certificate of incorporation, the secretary of state shall: (1) Issue a certificate of revocation; (2) File the certificate in his or her office; and (3) Send to the corporation by regular mail a copy of the certificate of revocation, addressed to the 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 is required; or (ii) In the case of a domestic corporation which has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice is required. (b) Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this state ceases. (c) Notwithstanding anything to the contrary, the issuance of a certificate of revocation of a corporation does not terminate the authority of its registered agent. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

R.I. Gen. Laws § 7-1.2-1312 Withdrawal of certificate of revocation.

7-1.2-1312. Withdrawal of certificate of revocation. (a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-1.2-1311, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the corporation in good standing as if its articles of incorporation had not been revoked, except as subsequently provided: (1) Upon the filing by the corporation of the documents it had previously failed to file as set forth in subdivisions (3) — (6) of § 7-1.2-1310(a); (2) Upon the payment by the corporation of a penalty for each year or part of a year that has elapsed since the issuance of the certificate of revocation; and (3) Upon the filing by the corporation of a certificate of good standing from the Rhode Island division of taxation. (b) If, as permitted by the provisions of this title, another corporation, whether business or nonprofit, limited partnership, limited liability partnership or limited liability company, 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 a name that is not distinguishable upon the records of the secretary of state from the name of a corporation with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated corporation’s amending its articles of incorporation or otherwise complying with the provisions of this chapter with respect to the use of a name available to it under the laws of this state so as to designate a name which 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) of this section, 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 articles of incorporation is deemed to be revested in the corporation without further act or deed. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 36, § 36; P.L. 2005, ch. 72, § 36; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2006, ch. 163, § 1; P.L. 2006, ch. 188, § 1; P.L. 2021, ch. 385, § 1, effective July 13, 2021; P.L. 2021, ch. 386, § 1, effective July 13, 2021.

R.I. Gen. Laws § 7-1.2-1313 Appeal from revocation of articles of incorporation.

7-1.2-1313. 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 the action in the manner provided in § 7-1.2-1601. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1314 Jurisdiction of court to liquidate assets and business of corporation.

7-1.2-1314. Jurisdiction of court to liquidate assets and business of corporation. (a) The superior court has full power to liquidate the assets and business of a corporation: (1) In an action by a shareholder when it is established that, whether or not the corporate business has been or could be operated at a profit, dissolution would be beneficial to the shareholders because: (i) The directors or those other individuals who may be responsible for management pursuant to § 7-1.2-1701(a) are deadlocked in the management of the corporate affairs and the shareholders are unable to break the deadlock; or (ii) The acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or (iii) The shareholders are deadlocked in voting power, and have failed, for a period which includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors; or (iv) The corporate assets are being misapplied or are in danger of being wasted or lost; or (v) Two (2) or more factions of shareholders are divided and there is such internal dissension that serious harm to the business and affairs of the corporation is threatened; or (vi) The holders of one-half (½) or more of all the outstanding shares of the corporation have voted to dissolve the corporation; (2)(i) In an action by a creditor: (A) When it is established that the corporation is insolvent; or (B) When it is established that the corporate assets are being misapplied or are in danger of being wasted or lost. (ii) If it is established that the claim of a creditor has been reduced to judgment and an execution on the judgment returned unsatisfied or that a corporation has admitted, in writing, that the claim of a creditor is due and owing, the establishment of the facts are prima facie evidence of insolvency. (iii) Every petition filed by a creditor for the liquidation of the assets and business of a corporation must contain a statement as to whether the creditor is or is not an officer, director, or shareholder of the corporation. Every petition for the liquidation of the assets and business of a corporation filed by an officer, director, or shareholder of a corporation or by a creditor who is an officer, director or shareholder, must contain, to the best of petitioner’s knowledge, information, and belief, the names and addresses of all known creditors of any class of the corporation. (3) When an action has been filed by the attorney general to dissolve a corporation and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution. (b) Proceedings under subsections (a)(1) or (a)(2) should be brought in the county in which the registered or principal office of the corporation is situated. (c) It is not necessary to make shareholders parties to any action or proceeding unless relief is sought against them personally. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

R.I. Gen. Laws § 7-1.2-1315 Avoidance of dissolution by share buyout.

7-1.2-1315. Avoidance of dissolution by share buyout. Whenever a petition for dissolution of a corporation is filed by one or more shareholders (subsequently in this section referred to as the “petitioner”) pursuant to either § 7-1.2-1314 or a right to compel dissolution which is authorized under § 7-1.2-1701 or is otherwise valid, one or more of its other shareholders may avoid the dissolution by filing with the court prior to the commencement of the hearing, or, in the discretion of the court, at any time prior to a sale or other disposition of the assets of the corporation, an election to purchase the shares owned by the petitioner at a price equal to their fair value. If the shares are to be purchased by other shareholders, notice must be sent to all shareholders of the corporation other than the petitioner, giving them an opportunity to join in the election to purchase the shares. If the parties are unable to reach an agreement as to the fair value of the shares, the court shall, upon the giving of a bond or other security sufficient to assure to the petitioner payment of the value of the shares, stay the proceeding and determine the value of the shares, in accordance with the procedure set forth in § 7-1.2-1202, as of the close of business on the day on which the petition for dissolution was filed. Upon determining the fair value of the shares, the court shall state in its order directing that the shares be purchased, the purchase price and the time within which the payment is to be made, and may decree any other terms and conditions of sale that it determines to be appropriate, including payment of the purchase price in installments extending over a period of time, and, if the shares are to be purchased by shareholders, the allocation of shares among shareholders electing to purchase them, which, so far as practicable, are to be proportional to the number of shares previously owned. The petitioner is entitled to interest, at the rate on judgments in civil actions, on the purchase price of the shares from the date of the filing of the election to purchase the shares, and all other rights of the petitioner as owner of the shares terminate on that date. The costs of the proceeding, which include reasonable compensation and expenses of appraisers but not fees and expenses of counsel or of experts retained by a party, will be allocated between or among the parties as the court determines. Upon full payment of the purchase price, under the terms and conditions specified by the court, or at any other time that is ordered by the court, the petitioner shall transfer the shares to the purchaser. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1316 Procedure in liquidation of corporation by court.

7-1.2-1316. Procedure in liquidation of corporation by court. (a) In proceedings to liquidate the assets and business of a corporation the court has general equity jurisdiction and power to issue any orders, injunctions, and decrees that justice and equity require, to appoint a receiver or receivers pendente lite, with any powers and duties that the court, from time to time, directs, and to take any other proceedings that are requisite to preserve the corporate assets wherever situated, and carry on the business of the corporation until a full hearing can be had. (b) After a hearing had 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 take charge of any of the corporation’s estate and effects of which he or she has been appointed receiver and to collect the assets of the corporation, including all amounts owing to the corporation whether by shareholders on account of any unpaid portion of the consideration for the issuance of shares or otherwise. (c) The hearing date for the appointment of a permanent receiver is not to be more than twenty-one (21) days after commencement of the action, unless the hearing date is extended by the court for good cause shown. (d) The liquidating receiver or receivers has authority subject to court order, to sue and defend in all courts in his or her own name as receiver of the corporation, or in its name, to intervene in any action or proceeding relating to its assets or business, to compromise any dispute or controversy, to preserve the assets of the corporation, to carry on its business, to sell, convey, and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale, to redeem any mortgages, security interests, pledges, or liens of or upon any of its assets, and generally to do all other acts which might be done by the corporation or that is necessary for the administration of his or her trust according to the course of equity. The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition of the assets will be applied to the expenses of the liquidation and to the payment of the liabilities and obligations of the corporation, and any remaining assets or proceeds will distributed under the direction of the court among its shareholders according to their respective rights and interests. The order appointing the receiver or receivers sets forth their powers and duties. The powers and duties may be increased or diminished at any time during the proceeding. (e) The court has power to allow from time to time 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. (f) The court appointing the receiver has exclusive jurisdiction of the corporation and its property, wherever situated, and of all questions arising in the proceedings concerning the property. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

R.I. Gen. Laws § 7-1.2-1317 Bond of receivers.

7-1.2-1317. Bond of receivers. A receiver shall in all cases give any bond that the court directs with any sureties that the court requires. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1318 Filing of claims in liquidation proceedings.

7-1.2-1318. Filing of claims in liquidation proceedings. In proceedings to liquidate the assets and business of a corporation, the court may require all creditors of the corporation to file with the receiver, in any form that the court prescribes, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which is not to be less than four (4) months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that is to 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 court order, from participating in the distribution of the assets of the corporation. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

R.I. Gen. Laws § 7-1.2-1319 Discontinuance of liquidation proceedings.

7-1.2-1319. Discontinuance of liquidation proceedings. The liquidation of the assets and business of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In the event that the court dismisses the proceedings, it shall direct the receiver to redeliver to the corporation all its remaining property and assets, and shall order any notice to creditors that the court deems proper under the circumstances. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

R.I. Gen. Laws § 7-1.2-1320 Decree of involuntary dissolution.

7-1.2-1320. Decree of involuntary dissolution. In proceedings to liquidate the assets and business of a corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed to its shareholders, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, all the property and assets have been applied as 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. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1321 Filing of decree of dissolution.

7-1.2-1321. 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. There is no fee charged by the secretary of state for that filing. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1322 Deposit with state treasury of amount due certain shareholders.

7-1.2-1322. Deposit with state treasury of amount due certain shareholders. Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a creditor or shareholder who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, will be reduced to cash and deposited with the general treasury and paid over to the creditor or shareholder or to his or her legal representative upon satisfactory proof to the general treasury of his or her right to the payment. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1323 Jurisdiction of court to appoint a receiver.

7-1.2-1323. Jurisdiction of court to appoint a receiver. Upon the establishment of any of the grounds for liquidation of the assets and business of (1) A domestic corporation or (2) A foreign corporation, to the extent the foreign corporation has assets within the state, stated in § 7-1.2-1314, and upon the establishment that the liquidation would not be appropriate, the superior court has full power to appoint a receiver, with any powers and duties that the court, from time to time, directs, and to take any other proceedings that the court deems advisable under the circumstances. The provisions of §§ 7-1.2-1314 — 7-1.2-1322, insofar as they are consistent with the nature of the proceeding, apply to the proceeding, and in the proceeding the court has the full powers of a court of equity to make or enter any orders, injunctions, and decrees and grant any other relief in the proceeding that justice and equity require. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1324 Survival of remedy after dissolution.

7-1.2-1324. Survival of remedy after dissolution. The dissolution of a corporation either: (a) By the issuance of a certificate of dissolution by the secretary of state; or (b) By a decree of court when the court has not liquidated the assets and business of the corporation as provided in this chapter; or (c) By expiration of its period of duration; does not take away or impair any remedy available to or against the corporation, its directors, officers, or shareholders, 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 shareholders, 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. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1325 Continuation of certain corporate powers.

7-1.2-1325. Continuation of certain corporate powers. Any corporation dissolved in any manner under this chapter or any corporation whose existence is terminated under § 44-12-8 or any corporation whose articles of incorporation are revoked by the secretary of state under § 7-1.2-1310 nevertheless continues for five (5) years after the date of the dissolution, termination, or revocation for the purpose of enabling it to settle and close 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 business for which it was organized. The shareholders, 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. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-13/INDEX.htmFetched: 10/20/2026