reglab/housing_qa huggingface dataset:
RI Gen L § 7-1.2-1312 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1312 - Withdrawal of certificate of revocation.

§ 7-1.2-1312. Withdrawal of certificate of revocation.(a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-1.2-1311, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the corporation in good standing as if its articles of incorporation had not been revoked, except as subsequently provided:(1) Upon the filing by the corporation of the documents it had previously failed to file as set forth in subdivisions (3) — (6) of § 7-1.2-1310(a);(2) Upon the payment by the corporation of a penalty for each year or part of a year that has elapsed since the issuance of the certificate of revocation; and(3) Upon the filing by the corporation of a certificate of good standing from the Rhode Island division of taxation.(b) If, as permitted by the provisions of this title, another corporation, whether business or nonprofit, limited partnership, limited-liability partnership or limited-liability company, or 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 that is not distinguishable upon the records of the secretary of state from the name of a corporation with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated corporation's amending its articles of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.(c) Upon the withdrawal of the certificate of revocation and reinstatement of the corporation in good standing as provided in subsection (a) of this section, title to any real estate, or any interest in real estate, held by the corporation at the time of the issuance of the certificate of revocation and not conveyed subsequent to the revocation of its articles of incorporation is deemed to be revested in the corporation without further act or deed.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; P.L. 2006, ch. 163, § 1; P.L. 2006, ch. 188, § 1; P.L. 2021, ch. 385, § 1, effective July 13, 2021; P.L. 2021, ch. 386, § 1, effective July 13, 2021.
RI Gen L § 7-1.2-1313 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1313 - Appeal from revocation of articles of incorporation.

§ 7-1.2-1313. Appeal from revocation of articles of incorporation.Any corporation aggrieved by the action of the secretary of state in revoking its articles of incorporation may appeal the action in the manner provided in § 7-1.2-1601.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1315 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1315 - Avoidance of dissolution by share buyout.

§ 7-1.2-1315. 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.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1317 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1317 - Bond of receivers.

§ 7-1.2-1317. Bond of receivers.A receiver shall in all cases give any bond that the court directs with any sureties that the court requires.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1318 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1318 - Filing of claims in liquidation proceedings.

§ 7-1.2-1318. Filing of claims in liquidation proceedings.In proceedings to liquidate the assets and business of a corporation, the court may require all creditors of the corporation to file with the receiver, in any form that the court prescribes, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which is not to be less than four (4) months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that is to be given to creditors and claimants of the fixed date. Prior to the fixed date, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the fixed date may be barred, by court order, from participating in the distribution of the assets of the corporation.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 § 7-1.2-1319 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1319 - Discontinuance of liquidation proceedings.

§ 7-1.2-1319. Discontinuance of liquidation proceedings.The liquidation of the assets and business of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In the event that the court dismisses the proceedings, it shall direct the receiver to redeliver to the corporation all its remaining property and assets, and shall order any notice to creditors that the court deems proper under the circumstances.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 § 7-1.2-1320 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1320 - Decree of involuntary dissolution.

§ 7-1.2-1320. Decree of involuntary dissolution.In proceedings to liquidate the assets and business of a corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed to its shareholders, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, all the property and assets have been applied as far as they will go to their payment, the court shall enter a decree dissolving the corporation, at which time the existence of the corporation ceases.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1321 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1321 - Filing of decree of dissolution.

§ 7-1.2-1321. Filing of decree of dissolution.In case the court enters a decree dissolving a corporation, it is the duty of the clerk of the court to file a certified copy of the decree with the secretary of state. There is no fee charged by the secretary of state for that filing.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1322 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1322 - Deposit with state treasury of amount due certain shareholders.

§ 7-1.2-1322. Deposit with state treasury of amount due certain shareholders.Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a creditor or shareholder who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, will be reduced to cash and deposited with the general treasury and paid over to the creditor or shareholder or to his or her legal representative upon satisfactory proof to the general treasury of his or her right to the payment.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1323 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1323 - Jurisdiction of court to appoint a receiver.

§ 7-1.2-1323. Jurisdiction of court to appoint a receiver.Upon the establishment of any of the grounds for liquidation of the assets and business of(1) A domestic corporation or(2) A foreign corporation, to the extent the foreign corporation has assets within the state, stated in § 7-1.2-1314, and upon the establishment that the liquidation would not be appropriate, the superior court has full power to appoint a receiver, with any powers and duties that the court, from time to time, directs, and to take any other proceedings that the court deems advisable under the circumstances. The provisions of §§ 7-1.2-1314 — 7-1.2-1322, insofar as they are consistent with the nature of the proceeding, apply to the proceeding, and in the proceeding the court has the full powers of a court of equity to make or enter any orders, injunctions, and decrees and grant any other relief in the proceeding that justice and equity require.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1324 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1324 - Survival of remedy after dissolution.

§ 7-1.2-1324. Survival of remedy after dissolution.The dissolution of a corporation either:(a) By the issuance of a certificate of dissolution by the secretary of state; or(b) By a decree of court when the court has not liquidated the assets and business of the corporation as provided in this chapter; or(c) By expiration of its period of duration; does not take away or impair any remedy available to or against the corporation, its directors, officers, or shareholders, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding on the right, claim, or liability is commenced within two (2) years after the date of the dissolution. Any action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have power to take any corporate or other action that is appropriate to protect the remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, the corporation may amend its articles of incorporation at any time during the period of two (2) years so as to extend its period of duration.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1325 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1325 - Continuation of certain corporate powers.

§ 7-1.2-1325. Continuation of certain corporate powers.Any corporation dissolved in any manner under this chapter or any corporation whose existence is terminated under § 44-12-8 or any corporation whose articles of incorporation are revoked by the secretary of state under § 7-1.2-1310 nevertheless continues for five (5) years after the date of the dissolution, termination, or revocation for the purpose of enabling it to settle and close its affairs, to dispose of and convey its property, to discharge its liabilities, and to distribute its assets, but not for the purpose of continuing the business for which it was organized. The shareholders, directors, and officers have power to take any corporate or other action that is appropriate to carry out the purposes of this section.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1402 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1402 - Powers of foreign corporation.

§ 7-1.2-1402. Powers of foreign corporation.A foreign corporation which has received a certificate of authority under this chapter, until a certificate of revocation or of withdrawal has been issued as provided in this chapter, enjoys the same, but no greater, rights and privileges as a domestic corporation organized for the purposes stated in the application pursuant to which the certificate of authority is issued; and, except as otherwise provided in this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or subsequently imposed upon a domestic corporation of like character.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1403 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1403 - Corporate name of foreign corporation.

§ 7-1.2-1403. Corporate name of foreign corporation.The secretary of state shall not issue a certificate of authority or amended certificate of authority to a foreign corporation unless the corporate name of the corporation:(a) Contains the word "corporation", "company", "incorporated", or "limited", or contains an abbreviation of one of these words, or the corporation, for use in this state, adds at the end of its name one of the words or an abbreviation of the word.(b) Does not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles or certificate of incorporation or that it is authorized or empowered to conduct the business of any types prohibited by § 7-1.2-301.(c) Is distinguishable upon the records of the secretary of state from the name of any entity on file with the secretary of state or a name the exclusive right to which is, at the time, filed, reserved or registered in the manner provided in this title, subject to the following:(1) This provision does not apply if the foreign corporation applying for a certificate of authority files with the secretary of state any one of the following:(i) A fictitious business name statement pursuant to § 7-1.2-402; or(ii) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the foreign corporation to the use of the name in this state; and(2) The name may be the same as the name of a corporation or other association, the articles of incorporation or organization of which has been revoked by the secretary of state and the revocation has not been withdrawn within one year from the date of the revocation.(3) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.(4) The secretary of state shall promulgate rules and regulations defining the term "distinguishable upon the record" for the administration of this chapter.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. 2011, ch. 54, § 1; P.L. 2011, ch. 60, § 1.
RI Gen L § 7-1.2-1404 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1404 - Change of name by foreign corporation.

§ 7-1.2-1404. Change of name by foreign corporation.Whenever a foreign corporation which is authorized to transact business in this state changes its name to one that does not satisfy the requirements of § 7-1.2-1403, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 7-1.2-1403 and obtains an amended certificate of authority under § 7-1.2-1411.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 § 7-1.2-1405 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1405 - Application for certificate of authority.

§ 7-1.2-1405. Application for certificate of authority.In order to procure a certificate of authority to transact business in this state, a foreign corporation must make application for the certificate of authority to the secretary of state, which application includes:(a) The name of the corporation and the state or country under the laws of which it is incorporated.(b) The name which the corporation elects to use in this state in accordance with § 7-1.2-1403.(c) The date of incorporation and the period of duration of the corporation.(d) The street address of the principal office of the corporation.(e) The name and address of its proposed registered agent in this state.(f) The purpose or purposes of the corporation which it proposes to pursue in the transaction of business in this state.(g) The names and respective addresses of the directors of the corporation if the state or country under the laws of which it was incorporated requires that it have directors and if not, the names and respective addresses of its principal officers.(h) A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class.(i) An estimate, expressed as a percentage, of the proportion that the estimated value of the property of the corporation to be located within this state during the following year bears to the value of all property of the corporation to be owned during the following year, wherever located, and an estimate, expressed as a percentage, of the proportion that the gross amount of business to be transacted by the corporation at or from places of business in this state during the following year bears to the gross amount which will be transacted by the corporation during the following year.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. 2011, ch. 53, § 1; P.L. 2011, ch. 64, § 1; P.L. 2018, ch. 346, § 2.
RI Gen L § 7-1.2-1406 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1406 - Filing of application for certificate of authority.

§ 7-1.2-1406. Filing of application for certificate of authority.(a) A foreign corporation must deliver the application for a certificate of authority to the secretary of state, together with a certificate of good standing issued by the proper officer of the state or country under the laws of which it is incorporated.(b) If the secretary of state finds that the application conforms to law, the secretary of state shall, when all fees have been paid:(1) Endorse on the original of the application the word "Filed", and the month, day, and year of the filing.(2) File in his or her office the original of the application and a certificate of good standing issued by the proper officer of the state or country under the laws of which it is incorporated.(3) Issue a certificate of authority to transact business in this state.(c) The secretary of state shall deliver the certificate of authority to the corporation or its representative.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 § 7-1.2-1407 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1407 - Effect of certificate of authority.

§ 7-1.2-1407. Effect of certificate of authority.Upon the issuance of a certificate of authority by the secretary of state, the corporation is authorized to transact business in this state for the purposes stated in its application, subject, however, to the right of this state to suspend or to revoke the authority as provided in this chapter.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1408 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1408 - Registered office and registered agent of foreign corporation.

§ 7-1.2-1408. Registered office and registered agent of foreign corporation.(a) Each foreign corporation authorized to transact business in this state must have and continuously maintain in this state a registered agent, who is either:(1) An individual resident in this state; or(2) A corporation, limited partnership, limited-liability partnership, limited-liability company, and in each case either domestic or one authorized to transact business in this state.(b) Foreign corporations who are the holders of mortgages on real estate located within this state which do not maintain the loan documentation and records within the state shall authorize the registered agent to accept mortgage discharge payment and to issue a discharge of the mortgages upon the payment.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.