Subscription for shares.
R.I. Gen. Laws § 7-1.2-603
in effect7-1.2-603. Subscription for shares.
(a) A subscription for shares entered into before incorporation is irrevocable for a period
of six (6) months unless the subscription agreement provides a longer or shorter period
or all the subscribers agree to revocation. A subscription for shares is not enforceable
against a subscriber unless in writing and signed by the subscriber or by an agent
of the subscriber.
(b) The board of directors may determine the payment terms of subscriptions for shares
that were entered into before incorporation, unless the subscription agreement specifies
them. A call for payment by the board of directors must be uniform so far as practicable
as to all shares of the same class or series, unless the subscription agreement specifies
otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation are fully
paid and nonassessable when the corporation receives the consideration specified in
the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement
entered into before incorporation, the corporation may collect the amount owed as
any other debt. Alternatively, unless the subscription agreement provides otherwise,
the corporation may rescind the agreement and may sell the shares if the debt remains
unpaid more than 20 days after the corporation sends written demand for payment to
the subscriber.
(e) A subscription agreement entered into on or after incorporation is a contract between
the subscriber and the corporation subject to § 7-1.2-604.
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/TITLE7/7-1.2/7-6/7-1.2-603.htmFetched: 10/20/2026
