Miscellaneous

R.I. Gen. Laws tit. 7, ch. 7-1.2, pt. 18

in effect

R.I. Gen. Laws § 7-1.2-1801 Unauthorized assumption of corporate powers.

7-1.2-1801. Unauthorized assumption of corporate powers. All individuals 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 of that action. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1802 Application to existing corporations organized under general acts.

7-1.2-1802. Application to existing corporations organized under general acts. The provisions of this chapter apply to all existing corporations organized under any general act of this state providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under this chapter, where the power has been reserved to amend, repeal, or modify the act under which the corporation was organized and where the act is repealed by this chapter. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1803 Application to foreign and interstate commerce.

7-1.2-1803. Application to foreign and interstate commerce. The provisions of this chapter apply to commerce with foreign nations and among the several states only insofar as the provisions are permitted under the constitution of the United States. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1804 Applicability to corporations created by special acts.

7-1.2-1804. Applicability to corporations created by special acts. The provisions of this chapter apply to all existing corporations previously or subsequently created by any special act of the general assembly of a kind that could be organized under this chapter, except insofar as the provisions are inconsistent with the provisions of any applicable special act passed after May 5, 1920, or with the provisions of any applicable special act passed that are not subject to amendment or repeal at the will of the general assembly. A corporation created by special act of the kind that could be organized under this chapter, but whose charter is not subject to amendment, repeal, or modification by the general assembly, may at a called meeting for the purpose, by a unanimous vote of its shareholders or members, adopt the provisions of this chapter upon the filing in the office of the secretary of state of a certified copy of the vote, attested by its president or vice president and its secretary or assistant secretary under its corporate seal, and the payment to the secretary of state of the fee prescribed by § 7-1.2-1602. The corporation is subsequently governed in all respects by the provisions of this chapter and its charter shall subsequently be subject to amendment or repeal at the will of the general assembly. 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 § 7-1.2-1805 Confirmation of state fees and taxes.

7-1.2-1805. Confirmation of state fees and taxes. (a) Notwithstanding any other provisions of the general laws, when any section of this chapter refers to state fees and/or taxes paid as required by § 44-11-2, the division of taxation is authorized to respond and share tax information with the secretary of state’s office in response to a request from that office regarding an entity’s tax status as compliant or noncompliant. (b) If the secretary of state’s office receives notice from the division of taxation that the corporation has failed to pay any fees or taxes due to this state, the secretary of state shall issue notice and begin revocation proceedings in accordance with the provisions of § 7-1.2-1310 or § 7-1.2-1414. (c) The notice of revocation may state as the basis for revocation that the taxpayer failed to pay state fees and/or taxes as required by § 44-11-2 to the division of taxation. However, the secretary of state’s office must otherwise protect all state and federal tax information in its custody as required by § 44-11-26.1 and refrain from disclosing any other specific tax information. (d) For filings remitted and recorded in accordance with any section of this chapter that refers to state fees and/or taxes paid as required by § 44-11-2, the secretary of state’s office may request from the division of taxation a tax status check as outlined in subsection (a) of this section. If the secretary of state’s office receives notice from the division of taxation that the corporation has failed to pay any fees or taxes due to this state, the secretary of state shall begin revocation proceedings in accordance with subsections (b) and (c) of this section. P.L. 2024, ch. 148, § 1, effective January 1, 2025; P.L. 2024, ch. 150, § 1, effective January 1, 2025.

Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-18/INDEX.htmFetched: 10/20/2026