Voting trusts and agreements among shareholders.
R.I. Gen. Laws § 7-1.2-709
in effect7-1.2-709. Voting trusts and agreements among shareholders.
(a) Any number of shareholders of a corporation may create a voting trust for the purpose
of conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not to exceed ten (10) years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust, by
depositing a counterpart of the agreement with the corporation at its registered office,
and by transferring their shares to the trustee or trustees for the purposes of the
agreement. The trustee or trustees shall keep a record of the holders of voting trust
certificates evidencing a beneficial interest in the voting trust, giving the names
and addresses of all the holders and the number and class of the shares in respect
of which the voting trust certificates held by each are issued, and shall deposit
a copy of the record with the corporation at its registered office. The counterpart
of the voting trust agreement and the copy of the record deposited with the corporation
are subject to the same right of examination by a shareholder of the corporation,
in person or by agent or attorney, as are the books and records of the corporation,
and the counterpart and the copy of the record is subject to examination by any holder
of record of voting trust certificates, either in person or by agent or attorney,
at any reasonable time for any proper purpose. The trust certificates must state that
they are issued pursuant to the voting trust agreement, and that fact must be stated
in the stock ledger of the corporation.
(b) Agreements among shareholders regarding the voting of their shares are valid and enforceable
in accordance with their terms for a period not to exceed ten (10) years. An agreement
is not subject to the provision of this section regarding voting trusts unless it
is stated in the agreement that it is a voting trust.
(c) The provisions of this section are construed as permissive and should not be interpreted
to invalidate any voting or other agreement among shareholders, or any irrevocable
proxy which is otherwise not illegal.
(d) A voting trust or shareholders agreement may at any time or times be extended for
an additional period not in excess of ten (10) years, but the extension is binding
only with respect to those shares owned of record or beneficially by parties to the
extension.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005,
ch. 130, § 1.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-7/7-1.2-709.htmFetched: 10/20/2026