Avoidance of dissolution by share buyout.
R.I. Gen. Laws § 7-1.2-1315
in effect7-1.2-1315. 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.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-13/7-1.2-1315.htmFetched: 10/20/2026