reglab/housing_qa huggingface dataset:
RI Gen L § 7-1.2-1409 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1409 - Change of registered office or registered agent of foreign corporation.

§ 7-1.2-1409. Change of registered office or registered agent of foreign corporation.(a) A foreign corporation authorized to transact business in this state 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 is changed, the address to which the registered office is to be changed.(4) The name of its then registered agent.(5) If its registered agent is 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 an authorized representative of the corporation 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 or her office, and upon the filing, the change of address of the registered office, or the appointment of a new registered agent, or both, becomes effective.(c) Any registered agent of a foreign corporation may resign as the agent upon filing a written notice of resignation with the secretary of state, who shall immediately mail a copy of the notice to the corporation at its principal office in the state or country under the laws of which it is incorporated. 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 registered agent by filing a statement as required above except that it must be signed only by the registered agent, 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 § 7-1.2-1410 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1410 - Service of process on foreign corporation.

§ 7-1.2-1410. Service of process on foreign corporation.(a) The registered agent appointed by a foreign corporation authorized to transact business in this state 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 foreign corporation authorized to transact business in this state fails to appoint or maintain a registered agent in this state, or whenever any registered agent cannot with reasonable diligence be found at the registered office, or whenever the certificate of authority of a foreign corporation is suspended or revoked, 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 must be 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 registered mail, addressed to the corporation at its principal office if known to him or her, in the state or country under the laws of which it is incorporated. Any service had in this manner on the secretary of state is returnable in not less than thirty (30) days.(c) Every foreign corporation as a condition precedent to carrying on business in this state must, and by so carrying on business in this state does, consent that any process, including the process of garnishment, may be served upon the secretary of state in the manner provided by this section, except that notice of the service must be given by the plaintiff or his or her attorney in the manner as the court in which the action is commenced or pending orders as affording the corporation reasonable opportunity to defend the action or to learn of the garnishment. Notwithstanding the preceding requirements, however, once service has been made on the secretary of state as provided, the court has the authority in the event of failure to comply with the requirement of notice to the foreign corporation to order notice that is sufficient to apprise it of the pendency of the action against it, and additionally, may extend the time for answering by the foreign corporation.(d) The secretary of state shall keep a record of all processes, notices, and demands served upon him or her under this section, and record in the record the time of the service and his or her action on it.(e) 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 manner now or subsequently 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 § 7-1.2-1411 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1411 - Amended certificate of authority.

§ 7-1.2-1411. Amended certificate of authority.(a) A foreign corporation authorized to transact business in this state shall make application for and procure an amended certificate of authority if it changes its corporate name, increases its number of authorized shares, or desires to pursue in this state other or additional purposes than those stated in its prior application for a certificate of authority.(b) The requirements in respect to the form and contents of the application, the manner of its execution, the filing of the application with the secretary of state, the issuance of an amended certificate of authority, and the effect of it, is the same as in the case of an original application for a certificate of authority.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1411.1 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1411.1 - Foreign application for transfer of authority.

§ 7-1.2-1411.1. Foreign application for transfer of authority.(a) A duly authorized foreign corporation in the state of Rhode Island that converts into any form of foreign other entity subject to the provisions of title 7 and the resulting entity is required to file for authority to transact business in this state may apply for a transfer of authority in the office of the secretary of state by filing:(1) An application for transfer of authority that has been executed and filed in accordance with the provisions of § 7-1.2-105; and(2) An application for authority to transact business in the state of Rhode Island for the resulting entity type; and(3) A certificate of legal existence or good standing issued by the proper officer of the state or country under the laws of which the resulting entity has been formed.(b) The application for transfer of authority shall state:(1) The name of the corporation;(2) The type of other entity into which it has been converted; and(3) The jurisdiction whose laws govern its internal affairs.(c) Upon the effective time and date of the application for transfer of authority, the authority of the corporation authorized to transact business under this chapter shall be transferred without interruption to the other entity which shall thereafter hold such authority subject to the provisions of the laws of the state of Rhode Island applicable to that type of resulting entity.History of Section.P.L. 2012, ch. 71, § 1; P.L. 2012, ch. 79, § 1.
RI Gen L § 7-1.2-1412 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1412 - Withdrawal of foreign corporation.

§ 7-1.2-1412. Withdrawal of foreign corporation.(a) A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. To procure a certificate of withdrawal, the foreign corporation must deliver to the secretary of state an application for withdrawal, stating:(1) The name of the corporation and the state or country under the laws of which it is incorporated.(2) That the corporation is not transacting business in this state.(3) That the corporation surrenders its authority to transact business in this state.(4) That the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to transact business in this state may subsequently be made on the corporation by service on the secretary of state.(5) The post office address to which the secretary of state may mail a copy of any process against the corporation that is served on the secretary of state.(b) If the corporation is in the hands of a receiver or trustee, the application for withdrawal must be executed on behalf of the corporation by the receiver or trustee.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1413 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1413 - Filing of application for withdrawal.

§ 7-1.2-1413. Filing of application for withdrawal.(a) An original application for withdrawal must be delivered to the secretary of state. If the secretary of state finds that the application conforms to the provisions of this chapter, 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 withdrawal.(b) The secretary of state shall deliver the certificate of withdrawal to the corporation or its representative. Upon the issuance of the certificate of withdrawal, the authority of the corporation to transact business in this state 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. 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 § 7-1.2-1414 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1414 - Revocation of certificate of authority.

§ 7-1.2-1414. Revocation of certificate of authority.(a) The certificate of authority of a foreign corporation to transact business in this state may be revoked by the secretary of state under the conditions prescribed in this section when:(1) The corporation fails to file its annual report within the time required by this chapter, or with respect to any corporation in good corporate standing on the records of the secretary of state on or after July 1, 2019, has failed to pay any required fees to the secretary of state when they have become due and payable, or the secretary of state has received notice from the division of taxation, in accordance with § 44-11-26.1, that the corporation has failed to pay corporate taxes; or(2) The corporation fails to appoint and maintain a registered agent in this state as required by this chapter; or(3) The corporation fails, after changing its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter; or(4) The corporation fails to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or(5) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.(b) No certificate of authority of a foreign corporation may be revoked by the secretary of state unless the secretary of state has given the corporation notice thereof not less than sixty (60) days prior to such revocation, by regular mail addressed to the registered agent of the corporation in this state on file with the secretary of state's office, which notice shall specify the basis for the revocation; 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 as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable by the United States Postal Service for any reason, the secretary of state shall give notice as follows:(1) To the corporation at its principal office of record as shown in its most recent annual report, and no further notice is required; or(2) In the case of a foreign corporation that has not yet filed an annual report, then to the corporation at its principal office shown in its application for certificate of authority, and no further notice is required.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.
RI Gen L § 7-1.2-1415 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1415 - Issuance of certificate of revocation.

§ 7-1.2-1415. Issuance of certificate of revocation.(a) Upon revoking any certificate of authority, the secretary of state shall:(1) Issue a certificate of revocation.(2) File the certificate in his or her office.(3) Send to the corporation by regular mail 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 agent 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 foreign corporation that has not yet filed an annual report then to the corporation at its principal office shown in its application for certificate of authority, 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.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 § 7-1.2-1416 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1416 - Withdrawal of certificate of revocation.

§ 7-1.2-1416. Withdrawal of certificate of revocation.(a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-1.2-1415, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the corporation in good standing as if its certificate 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 subsections (a)(1) — (a)(4) of § 7-1.2-1414;(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), 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 certificate of incorporation, shall be 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. 2021, ch. 385, § 1, effective July 13, 2021; P.L. 2021, ch. 386, § 1, effective July 13, 2021.
RI Gen L § 7-1.2-1417 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1417 - Application to corporations previously authorized to transact business in this state.

§ 7-1.2-1417. Application to corporations previously authorized to transact business in this state.Foreign corporations which are authorized to transact business in this state as of May 14, 1969, for a purpose or purposes for which a corporation might secure authority under this chapter, are, subject to the limitations stated in their certificates of authority, entitled to all the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this state under this chapter, and as of May 14, 1969, the corporations are subject to all the limitations, restrictions, liabilities, and duties prescribed in these provisions for foreign corporations procuring certificates of authority to transact business in this state under 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.
RI Gen L § 7-1.2-1418 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1418 - Transacting business without certificate of authority.

§ 7-1.2-1418. Transacting business without certificate of authority.(a) No foreign corporation transacting business in this state without a certificate of authority is permitted to maintain any action, suit, or proceeding in any court of this state, until the corporation has obtained a certificate of authority. Nor may any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of the corporation on any right, claim, or demand arising out of the transaction of business by the corporation in this state, until a certificate of authority has been obtained by the corporation or by its successor.(b) The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action, suit, or proceeding in any court of this state.(c) A foreign corporation which transacts business in this state without a certificate of authority is liable to this state, for the years or parts of years during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and franchise taxes which would have been imposed upon the corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this chapter and subsequently filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees and franchise taxes. The attorney general may bring proceedings to recover all amounts due this state under the provisions of this section.(d) The superior court has jurisdiction to enjoin any foreign corporation, or any agent of a foreign corporation, from transacting any business in this state if the corporation fails to comply with any section of this chapter applicable to it or if the corporation secured a certificate of the secretary of state under §§ 7-1.2-1405 and 7-1.2-1406 on the basis of false or misleading representations. The attorney general may, upon motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which the corporation is doing business.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 § 7-1.2-1603 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1603 - Penalties imposed upon officers and directors.

§ 7-1.2-1603. Penalties imposed upon officers and directors.Any individual who signs any articles, statement, report, application, or other document intended to be filed with the secretary of state that is known to the individual to be false in any material respect, is guilty of a misdemeanor, and upon conviction of it may be fined in any amount not exceeding five hundred dollars ($500). For purposes of this chapter, a document is signed whether by any manual, facsimile or electronic signature.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.