reglab/housing_qa huggingface dataset:
RI Gen L § 7-1.2-1006 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1006 - Merger of domestic and foreign corporations or other business entities.

§ 7-1.2-1006. Merger of domestic and foreign corporations or other business entities.(a) One or more foreign corporations or other domestic or foreign business entities, and one or more domestic corporations may be merged in the following manner, if the merger is permitted by the laws of the state under which each foreign corporation or other business entity, is organized:(1) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger of domestic corporations, and each foreign corporation or other business entity, shall comply with the applicable provisions of the laws of the state under which it is organized.(2) If the surviving or new corporation, or other business entity, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations (or in the case of other business entities, such chapter of the Rhode Island general laws relating to such other business entities) if it is to transact business in this state, and in every case it shall file with the secretary of state of this state:(i) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of any domestic corporation against the surviving or new corporation;(ii) An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any proceeding; and(iii) An agreement that it will promptly pay to the dissenting shareholders of any domestic corporation the amount, if any, to which they are entitled under the provisions of this chapter regarding the rights of dissenting shareholders.(b) The effect of the merger is the same as in the case of the merger of domestic corporations, if the surviving or new corporation or other business entity is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of the merger is the same as in the case of the merger of domestic corporations except insofar as the laws of the other state provide otherwise.(c) At any time prior to the filing of the articles of merger, the merger may be abandoned pursuant to provisions for abandonment, if any, stated in the plan of merger.(d) As used in this section, "other business entity" means a business trust or association, a real estate investment trust, a common-law trust, a limited-liability company or an unincorporated business, including a partnership, whether general or limited.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2007, ch. 96, § 1; P.L. 2007, ch. 110, § 1.
RI Gen L § 7-1.2-1101 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1101 - Sale of assets in regular course of business and mortgage or pledge of assets.

§ 7-1.2-1101. Sale of assets in regular course of business and mortgage or pledge of assets.The sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business, and the mortgage or pledge of any or all property and assets of a corporation, whether or not in the usual and regular course of business, may be made upon terms and conditions and for any consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as is authorized by its board of directors; and in any case no authorization or consent of the shareholders is required.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1201 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1201 - Right of shareholders to dissent.

§ 7-1.2-1201. Right of shareholders to dissent.(a) Any shareholder of a corporation has the right to dissent from any of the following corporate actions:(1) Any plan of merger to which the corporation is a party, provided articles of merger have been filed in connection with the transaction under § 7-1.2-1003, unless the corporation is the surviving corporation in a merger and the approval of its shareholders was not required by virtue of the provisions of either § 7-1.2-1002 or § 7-1.2-1004; or(2) Any sale or exchange of all or substantially all of the property and assets of a corporation which requires the approval of the shareholders under § 7-1.2-1102.(b) A shareholder may not dissent as to less than all of the shares registered in his or her name which are owned beneficially by him or her. A nominee or fiduciary may not dissent on behalf of any beneficial owner as to less than all of the shares of the owner registered in the name of the nominee or fiduciary.(c) Unless otherwise provided in the articles of incorporation of the issuing corporation, there is no right to dissent for the holders of the shares of any class or series which, on the date fixed to determine the shareholders entitled to receive notice of the proposed transaction (or a copy of the agreement of merger under § 7-1.2-1004), were:(1) Registered on a national securities exchange or included as national market securities in the national association of securities dealers automated quotations system or any successor national market system; or(2) Held of record by not less than two thousand (2,000) shareholders.(d) A shareholder entitled to the right to dissent under this section may not challenge a completed corporate action for which the right to dissent is available unless such corporate action:(1) Was not effectuated in accordance with the applicable provisions of this chapter or the corporation's articles of incorporation, bylaws or board of directors' resolution authorizing the corporate action; or(2) Was procured as a result of fraud or material misrepresentation.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
RI Gen L § 7-1.2-1301 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 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.History of Section.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.
RI Gen L § 7-1.2-1302 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 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.History of Section.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.
RI Gen L § 7-1.2-1303 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 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.History of Section.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.
RI Gen L § 7-1.2-1304 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 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.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
RI Gen L § 7-1.2-1305 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 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.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1306 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 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.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1307 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 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.History of Section.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.
RI Gen L § 7-1.2-1308 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 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.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2014, ch. 485, § 1; P.L. 2014, ch. 511, § 1.
RI Gen L § 7-1.2-1309 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 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.History of Section.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.
RI Gen L § 7-1.2-1311 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 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.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.