reglab/housing_qa huggingface dataset:
RI Gen L § 7-1.2-404 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-404 - Registered name.

§ 7-1.2-404. Registered name.(a) Any corporation organized and existing under the laws of any state or territory of the United States may register its corporate name under this chapter, provided its corporate name is distinguishable upon the records of the secretary of state from the name of any domestic corporation, limited partnership, limited-liability partnership or limited-liability company existing under the laws of this state, or the name of any foreign corporation, limited partnership, limited-liability partnership or limited-liability company authorized to transact business in this state, or any corporate name reserved, filed or registered under this title.(b) The registration is made by:(1) Filing with the secretary of state:(i) An application for registration executed by an authorized officer of the corporation, stating the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and(ii) A certificate stating that the corporation is in good standing under the laws of the state or territory wherein it is organized, executed by the secretary of state of the state or territory or by any other official that may have custody of the records pertaining to corporations; and(2) Paying to the secretary of state a registration fee.(c) The registration is effective for a period of one year from the effective date of the application.(d) A corporation, which has in effect a registration of its corporate name, may renew the registration from year to year by annually filing an application for renewal stating the facts required to be stated in an original application for registration and a certificate of good standing as required for the original registration. A renewal application must be filed prior to the expiration of the one-year period from the filing of an original application for registration or its last renewal and extends the registration for the following year.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.
RI Gen L § 7-1.2-501 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-501 - Registered office and registered agent - Designation of registered agent without authority.

§ 7-1.2-501. Registered office and registered agent — Designation of registered agent without authority.(a) Each corporation shall have and continuously maintain in this state:(1) A registered office, which may be, but need not be, the same as its place of business.(2) A registered agent, who may be:(i) An individual resident in this state;(ii) A domestic corporation, a domestic limited partnership, a domestic limited-liability partnership, a domestic limited-liability company; or(iii) A foreign corporation, a foreign limited partnership, a foreign limited-liability partnership or a foreign limited-liability company authorized to transact business in this state, in each case, having a business office identical with the office of such registered agent which generally is open during normal business hours to accept service of process and otherwise perform the functions of a registered agent; provided, however, that in the case where the registered agent of a corporation is an attorney, the business address of the agent need not be identical with the registered office, but may be the usual business address of the attorney.(b) Any incorporator, officer, agent, or servant of a corporation, who designates a registered agent for that corporation without the registered agent's authority, is guilty of a misdemeanor and, upon conviction, may be punished by a fine of not more than one thousand dollars ($1,000) or by imprisonment of not more than one year, or both.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 § 7-1.2-502 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-502 - Change of registered office or registered agent.

§ 7-1.2-502. Change of registered office or registered agent.(a) A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state a statement stating:(1) The name of the corporation.(2) The address of its then registered office.(3) If the address of its registered office has changed, the new address of the registered office.(4) The name of its then registered agent.(5) If its registered agent has changed, the name of its successor registered agent.(6) The address of its registered office and the address of the business office of its registered agent, as changed.(b) The statement must be executed by the corporation by its authorized representative, and delivered to the secretary of state. If the secretary of state finds that the statement conforms to the provisions of this chapter, the secretary of state shall file the statement in his office, and upon that filing or upon a later date not more than thirty (30) days after the filing, as is set forth in the statement, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, becomes effective.(c) Any registered agent of a corporation may resign as an agent upon filing a written notice of the resignation with the secretary of state, who shall immediately notify the corporation of the resignation at its registered office. The appointment of the agent terminates upon the expiration of thirty (30) days after receipt of the notice by the secretary of state.(d) If a registered agent changes his or her or its business address to another place within the state, he or she or it may change the address and the address of the registered office of any corporations of which he or she or it is a registered agent by filing a statement as required above, except that it need be signed only by the registered agent and need not be responsive to subsection (a)(5) and must recite that a copy of the statement has been mailed to each 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 § 7-1.2-503 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-503 - Service of process on corporation.

§ 7-1.2-503. Service of process on corporation.(a) The registered agent appointed by a corporation is an agent of the corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.(b) Whenever a corporation fails to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the secretary of state is an agent of the corporation upon whom any process, notice, or demand may be served. Service on the secretary of state of any process, notice, or demand is made by delivering to and leaving with him or her or with any clerk having charge of the corporation department of his or her office, duplicate copies of the process, notice, or demand. In the event any process, notice, or demand is served on the secretary of state, the secretary of state shall immediately forward one of the copies by certified mail, addressed to the corporation at its registered office. Any service upon the secretary of state is returnable in not less than thirty (30) days.(c) The secretary of state shall maintain a record of any such service setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served upon the secretary of state, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour when the service was made. The secretary of state shall not be required to retain such information for a period longer than five (5) years from receipt of the service of process.(d) Nothing contained in these provisions limits or affects the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner permitted by law.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 § 7-1.2-603 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-603 - Subscription for shares.

§ 7-1.2-603. 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.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 § 7-1.2-604 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-604 - Issuance of and consideration for shares.

§ 7-1.2-604. Issuance of and consideration for shares.(a) Shares with par value may be issued for such consideration having a value not less than the par value thereof, as determined from time to time by the board of directors, or by the shareholders if the articles of incorporation so provide.(b) Shares without par value may be issued for such consideration as is determined from time to time by the board of directors, or by the shareholders if the articles of incorporation so provide.(c) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation.(d) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. The determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of the shares relates to whether the shares are validly issued, fully paid and nonassessable.(e) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.(f) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part.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 § 7-1.2-605 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-605 - Par value per share.

§ 7-1.2-605. Par value per share.Solely for the purpose of any statute or regulation imposing any tax or fee based upon the capitalization of a corporation, unless otherwise stated in the articles of incorporation, all authorized shares of a corporation organized under this chapter are deemed to have a nominal or par value of one cent ($0.01) per share. If any federal or other statute or regulation applicable to a particular corporation requires that the shares of such corporation have a par value, such shares have the par value determined by the board of directors in order to satisfy the requirements of such statute or regulation.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-606 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-606 - Share rights and options.

§ 7-1.2-606. Share rights and options.Subject to any provisions in respect to rights and options stated in its articles of incorporation, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders to purchase from the corporation shares of any class or classes. Those rights or options are evidenced, and the recipients thereof designated, in any manner that the board of directors approves and, subject to the provisions of the articles of incorporation, shall state the terms upon which, the time or times within which and the price or prices at which the shares may be purchased from the corporation upon the exercise of any right or option. In the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of the consideration received for the rights or options is conclusive.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-607 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-607 - Expenses of organization, reorganization and financing.

§ 7-1.2-607. Expenses of organization, reorganization and financing.The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by the corporation out of the consideration received by it in payment for its shares without rendering the shares not fully paid or assessable.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-609 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-609 - Share transfer and ownership restrictions.

§ 7-1.2-609. Share transfer and ownership restrictions.(a) The shares of a corporation are personal property and are transferable in accordance with the provisions of § 6A-8-204, as amended from time to time, except as may otherwise be provided in this chapter.(b) The articles of incorporation, bylaws, an agreement among all or less than all of the shareholders or an agreement between all or less than all of the shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted, unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.(c) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this chapter and its existence is noted conspicuously on the front or back of the certificate or is noted in the initial transaction statement required by § 6A-8-204(2). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.(d) A restriction on the transfer, ownership or registration of transfer of shares is authorized:(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;(2) To preserve exemptions under federal or state securities law;(3) To permit a corporation to qualify as:(i) A real estate investment trust under the provisions of the Internal Revenue Code of 1986, as heretofore or hereafter amended, or regulations adopted thereunder; or(ii) An investment company under the Investment Company Act of 1940, as heretofore or hereafter amended, or regulations adopted thereunder; and(4) For any other reasonable purpose.(e) A restriction on the transfer or registration of transfer of shares may:(1) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively or simultaneously) an opportunity to acquire the restricted shares;(2) Obligate the corporation or other persons (separately, consecutively or simultaneously) to acquire the restricted shares;(3) Require the corporation, the holders of any class of its shares or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.(f) For the purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.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 § 7-1.2-610 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-610 - Fractional shares.

§ 7-1.2-610. Fractional shares.(a) A corporation may:(1) Issue fractions of a share;(2) Arrange for the disposition of fractional interests by those entitled to those interests;(3) Pay in cash the fair value of fractions of a share as of the time when those entitled to receive the fractions are determined; or(4) Issue scrip in registered or bearer form which entitles the holder to receive a certificate for a full share upon the surrender of the scrip aggregating a full share.(b) A certificate for a fractional share, but not scrip, entitles unless it otherwise provides, the holder to exercise voting rights, to receive dividends on that share, and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may issue scrip subject to the condition that it becomes void if not exchanged for certificates representing full shares before a specified date, or subject to the condition that the shares for which scrip is exchangeable may be sold by the corporation and the proceeds from the sale distributed to the holders of scrip, or subject to any other conditions which the board of directors deems advisable.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 § 7-1.2-611 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-611 - Bonds - Facsimile signatures and seals.

§ 7-1.2-611. Bonds — Facsimile signatures and seals.The seal of the corporation and any or all signatures of the officers or other agents of the corporation upon a bond and any coupon attached to the bond may be facsimiles if the bond is countersigned by an officer or other agent of a trustee or other certifying or authenticating authority. In case any officer or other agent who has signed or whose facsimile signature has been placed upon the bond or coupon has ceased to be the officer or agent before the bond is issued, it may be issued by the corporation with the same effect as if he were the officer or agent at the date of its issue.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-612 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-612 - Liability of subscribers and shareholders.

§ 7-1.2-612. Liability of subscribers and shareholders.(a) A holder of or subscriber to shares of a corporation is under no obligation to the corporation or its creditors with respect to the shares other than the obligation to pay to the corporation the unpaid portion of the consideration for which the shares were issued or to be issued, which in no event may be less than the amount of the consideration for which the shares could be lawfully issued.(b) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration for the shares has not been paid is not personally liable to the corporation or its creditors for any unpaid portion of the consideration. An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors or receiver is not personally liable to the corporation as a holder of or subscriber to shares of a corporation but the estate and funds in his or her hands are so liable.(c) No pledgee or other holder of shares as collateral security is personally liable as a shareholder.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.