reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-50. - Voluntary dissolution.

§ 7-6-50. Voluntary dissolution.
(a)
A corporation may dissolve and wind up its affairs in the following manner:
(1)
If there are members entitled to vote on dissolution, the board of directors shall adopt 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 members entitled to vote on it, which may be either an annual or special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation is adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.
(2)
If there are no members, or no members entitled to vote on dissolution, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.
(b)
Upon the adoption of the resolution by the members, or by the board of directors if there are no members or no members entitled to vote on dissolution, the corporation shall cease to conduct its affairs except to the extent necessary for the winding up of its affairs, shall immediately mail a notice of the proposed dissolution to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-51. - Distribution of assets.

§ 7-6-51. Distribution of assets.
The assets of a corporation in the process of dissolution shall be applied and distributed as follows:
(1)
All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made for their payment and discharge;
(2)
Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with the requirements;
(3)
Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter or as otherwise provided in its articles of incorporation or bylaws;
(4)
Any other assets shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;
(5)
Any remaining assets may be distributed to any persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, that may be specified in a plan of distribution adopted as provided in this chapter.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-52. - Plan of distribution.

§ 7-6-52. Plan of distribution.
A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:
(1)
If there are members entitled to vote on the plan, the board of directors shall adopt a resolution recommending a plan of distribution and directing its submission to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary of it shall be given to each member 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 members. The plan of distribution shall be adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.
(2)
If there are no members, or no members entitled to vote on it, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-53. - Revocation of voluntary dissolution proceedings.

§ 7-6-53. Revocation of voluntary dissolution proceedings.
(a)
A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action previously taken to dissolve the corporation, in the following manner:
(1)
If there are members entitled to vote on it, the board of directors shall adopt 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 meeting of members entitled to vote on it, which may be either an annual or a special meeting. 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, shall be given to each member 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 members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.
(2)
If there are no members, or no members entitled to vote on it, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
(b)
Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote on it, the corporation may at that time again conduct its affairs.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-54. - Articles of dissolution.

§ 7-6-54. Articles of dissolution.
If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision has been made for them, and all of the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation by its president or a vice president, and by its secretary or an assistant secretary, and shall set forth:
(1)
The name of the corporation;
(2)
If there are members entitled to vote on the dissolution:
(i)
A statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting, and that the resolution received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or
(ii)
A statement that the resolution was adopted by a consent in writing signed by all members entitled to vote on it;
(3)
If there are no members, or no members entitled to vote on the dissolution, a statement of the fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office;
(4)
That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for their payment;
(5)
A copy of the plan of distribution as adopted by the corporation, or a statement that no plan was adopted;
(6)
That all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter;
(7)
That there are no 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. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-55. - Filing of articles of dissolution.

§ 7-6-55. Filing of articles of dissolution.
(a)
The articles of dissolution shall be 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 have been paid as prescribed in this chapter:
(1)
Endorse on the original the word “Filed”, and the month, day, and year of the filing;
(2)
File the original in the secretary of state’s office;
(3)
Issue a certificate of dissolution.
(b)
The certificate of dissolution shall be 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 members, directors, and officers as provided in this chapter.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-56. - Revocation of certificate of incorporation.

§ 7-6-56. Revocation of certificate of incorporation.
(a)
The certificate of incorporation of a corporation may be revoked by the secretary of state upon the conditions prescribed in this section when it is established that:
(1)
The corporation procured its articles of incorporation through fraud;
(2)
The corporation has continued to exceed or abuse the authority conferred upon it by law;
(3)
The corporation has failed to file its annual report within the time required by this chapter, or has failed to pay any fees, when they have become due and payable;
(4)
The corporation has failed for 30 days to appoint and maintain a registered agent in this state as required by this chapter;
(5)
The corporation has failed, after change of 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;
(6)
The corporation has failed 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
(7)
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 incorporation of a corporation shall be revoked by the secretary of state unless:
(1)
The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail 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 notice 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 shall be required; or
(ii)
In the case of a domestic corporation that has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be required; and
(2)
The corporation fails prior to revocation to file the annual report or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2001, ch. 26, § 2; P.L. 2001, ch. 268, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-57. - Issuance of certificate of revocation.

§ 7-6-57. Issuance of certificate of revocation.
(a)
Upon revoking any certificate of incorporation, the secretary of state shall:
(1)
Issue a certificate of revocation in duplicate;
(2)
File one of the certificates in the secretary of state’s office;
(3)
Send to the corporation by regular mail a 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 certificate of revocation 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 shall be required; or
(ii)
In the case of a domestic corporation that has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be 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. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2001, ch. 26, § 2; P.L. 2001, ch. 268, § 2; P.L. 2018, ch. 346, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-58. - Withdrawal of certificate of revocation.

§ 7-6-58. Withdrawal of certificate of revocation.
(a)
Within twenty (20) years after issuing a certificate of revocation as provided in § 7-6-57, the secretary of state may withdraw the certificate of revocation and reinstate the corporation in good standing:
(1)
Upon filing by the corporation of the documents it had previously failed to file as set forth in § 7-6-56(a)(3) — (a)(6); and
(2)
Upon the payment by the corporation of a penalty in the amount of twenty-five dollars ($25.00) for each year or part of a year that has elapsed since the issuance of the certificate of revocation.
(b)
If as permitted by § 7-6-11(b)(2) another corporation, whether business or nonprofit, 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 in a name that is the same as the name of a corporation regarding which the certificate of revocation is proposed to be withdrawn, the secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated corporation’s amending its articles of incorporation so as to designate a name that 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 re-vested in the corporation without further act or deed.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1989, ch. 380, § 1; P.L. 2000, ch. 70, § 2; P.L. 2000, ch. 354, § 2; P.L. 2003, ch. 247, § 2; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2018, ch. 346, § 6; P.L. 2021, ch. 385, § 2, effective July 13, 2021; P.L. 2021, ch. 386, § 2, effective July 13, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-59. - Appeal from revocation of articles of incorporation.

§ 7-6-59. 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 from the action in the manner provided in § 7-6-99.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-60. - Jurisdiction of court to liquidate assets and affairs of the corporation.

§ 7-6-60. Jurisdiction of court to liquidate assets and affairs of the corporation.
(a)
The superior court has full power to liquidate the assets and affairs of a corporation:
(1)
In an action by a member or director when it is made to appear:
(i)
That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened because of the deadlock, and either that the members are unable to break the deadlock or there are no members having voting rights;
(ii)
That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent;
(iii)
That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two (2) years to elect successors to directors whose terms have expired or would have expired upon the election of their successors;
(iv)
That the corporate assets are being misapplied or wasted; or
(v)
That the corporation is unable to carry out its purposes;
(2)
In an action by a creditor:
(i)
When the claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied and it is established that the corporation is insolvent; or
(ii)
When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent;
(3)
Upon application by a corporation to have its dissolution continued under the supervision of the court;
(4)
When the corporation’s certificate of incorporation is subject to revocation by the secretary of state and it is established that liquidation of its affairs should precede the issuance of a certificate of revocation.
(b)
Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated.
(c)
It is not necessary to make directors or members parties to any action or proceedings unless relief is sought against them personally.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2018, ch. 346, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-62. - Qualification of receivers.

§ 7-6-62. Qualification of receivers.
A receiver shall in all cases be a citizen of the United States or a business corporation authorized to act as receiver, which corporations may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give any bond that the court directs with any sureties that the court requires.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-63. - Filing of claims in liquidation proceedings.

§ 7-6-63. Filing of claims in liquidation proceedings.
In proceedings to liquidate the assets and affairs of a corporation, the court may require all creditors of the corporation to file with the clerk of the court or 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 of not less than four (4) months from the date of the order, as the last day of the filing of claims, and shall prescribe the notice that shall 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 order of court, from participating in the distribution of the assets of the corporation.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-64. - Discontinuance of liquidation proceedings.

§ 7-6-64. Discontinuance of liquidation proceedings.
The liquidation of the assets and affairs 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 that event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-65. - Decree of involuntary dissolution.

§ 7-6-65. Decree of involuntary dissolution.
In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all the property and assets have been applied so 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. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-66. - Filing of decree of dissolution.

§ 7-6-66. 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. No fee shall be charged by the secretary of state for that filing.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-67. - Deposits with general treasurer.

§ 7-6-67. Deposits with general treasurer.
Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and for whom there is no person legally competent to receive the distributive portion, shall be reduced to cash and deposited with the general treasurer and shall be paid over to the person or to that person’s legal representative upon satisfactory proof to the general treasurer of that person’s right to the cash.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-68. - Survival of remedy after dissolution.

§ 7-6-68. Survival of remedy after dissolution.
The dissolution of a corporation either: (1) By the issuance of a certificate of dissolution by the secretary of state; or (2) By a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter; or (3) By expiration of its period of duration; shall not take away or impair any remedy available to or against the corporation, its directors, officers, or members, 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 members, 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. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-69. - Continuation of certain corporate powers.

§ 7-6-69. Continuation of certain corporate powers.
Any corporation dissolved in any manner under this chapter or any corporation whose certificate of incorporation is revoked by the secretary of state under § 7-6-56 nevertheless continues for five (5) years after the date of the dissolution or revocation for the purpose of enabling it to settle and close out 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 activities for which it was organized. The members, 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. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2000, ch. 70, § 2; P.L. 2000, ch. 354, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-70. - Admission of foreign corporation.

§ 7-6-70. Admission of foreign corporation.
(a)
No foreign corporation has the right to conduct affairs in this state until it has procured a certificate of authority to do so from the secretary of state. No foreign corporation is entitled to procure a certificate of authority under this chapter to conduct any affairs in this state that a corporation organized under this chapter is prohibited from conducting. A foreign corporation shall not be denied a certificate of authority because of the fact that the laws of the state or country under which the corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in this chapter is construed to authorize this state to regulate the organization or the internal affairs of the corporation.
(b)
Without excluding other activities that may not constitute conducting affairs in this state, a foreign corporation is not considered to be conducting affairs in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:
(1)
Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement of claims or disputes;
(2)
Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;
(3)
Maintaining bank accounts;
(4)
Creating evidences of debt, mortgages, or liens on real or personal property;
(5)
Securing or collecting debts due to it or enforcing any rights in property securing the debts;
(6)
Conducting its affairs in interstate commerce;
(7)
Granting funds;
(8)
Distributing information to its members;
(9)
Conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-71. - Powers of foreign corporation.

§ 7-6-71. Powers of foreign corporation.
A foreign corporation that has received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal has been issued as provided in this chapter, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which the certificate of authorization 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 similar domestic corporation.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-72. - Corporate name of foreign corporation.

§ 7-6-72. Corporate name of foreign corporation.
No certificate of authority shall be issued to a foreign corporation unless the corporate name of the corporation:
(1)
Does not contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.
(2)
Is distinguishable upon the records of the secretary of state from the name of any corporation, whether for-profit or not-for-profit, domestic or foreign limited partnership, or domestic or foreign limited-liability company organized under the laws of, or registered or qualified or authorized to transact business or conduct affairs in this state, or that is filed, reserved, or registered under this title.
(3)
Is translated into letters of the English alphabet, if it is not in English.
(4)
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.
(5)
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. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1989, ch. 380, § 1; P.L. 1993, ch. 187, § 1; P.L. 1997, ch. 188, § 2; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2011, ch. 54, § 2; P.L. 2011, ch. 60, § 2; P.L. 2018, ch. 346, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-73. - Change of name by foreign corporation.

§ 7-6-73. Change of name by foreign corporation.
Whenever a foreign corporation that is authorized to conduct affairs in this state changes its name to one under which a certificate of authority would not be granted to it on application for a certificate, the certificate of authority of the corporation shall be suspended and it shall not thereafter conduct any affairs in this state until it has changed its name to a name that is available to it under the laws of this state.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-74. - Application by foreign corporation for certificate of authority.

§ 7-6-74. Application by foreign corporation for certificate of authority.
(a)
A foreign corporation, in order to procure a certificate of authority to conduct affairs in this state, shall apply for it with the secretary of state. The application shall set forth:
(1)
The name of the corporation and the state or country under the laws of which it is incorporated;
(2)
The date of incorporation and the period of duration of the corporation;
(3)
The street address of the principal office of the corporation;
(4)
The address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at the address;
(5)
The purpose or purposes of the corporation that it proposes to pursue in conducting its affairs in this state;
(6)
The names and respective addresses of the directors and officers of the corporation;
(7)
The additional information as is necessary or appropriate to enable the secretary of state to determine whether the corporation is entitled to a certificate of authority to conduct affairs in this state.
(b)
The application shall be made on forms prescribed and furnished by the secretary of state and shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2011, ch. 53, § 2; P.L. 2011, ch. 64, § 2; P.L. 2017, ch. 9, § 1; P.L. 2017, ch. 20, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-75. - Filing of application by foreign corporation for certificate of authority.

§ 7-6-75. Filing of application by foreign corporation for certificate of authority.
(a)
The application of the corporation for a certificate of authority shall be delivered to the secretary of state, together with a certificate of good standing or legal existence 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 as prescribed in this chapter:
(1)
Endorse on the documents the word “Filed”, and the month, day, and year of the filing;
(2)
File in the secretary of state’s office the original of the application and certificate of good standing or legal existence 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 conduct affairs in this state.
(c)
The certificate of authority shall be delivered to the corporation or its representative.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2017, ch. 9, § 1; P.L. 2017, ch. 20, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-76. - Effect of certificate of authority by foreign corporation.

§ 7-6-76. Effect of certificate of authority by foreign corporation.
Upon the issuance of a certificate of authority by the secretary of state, the corporation is authorized to conduct affairs in this state for those purposes set forth in its application, subject, however, to the right of the state to suspend or to revoke the authority as provided in this chapter.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2017, ch. 9, § 1; P.L. 2017, ch. 20, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-77. - Registered office and registered agent of foreign corporation.

§ 7-6-77. Registered office and registered agent of foreign corporation.
Each foreign corporation authorized to conduct affairs in this state shall have and continuously maintain in this state:
(1)
A registered office, which may be the same as its principal office;
(2)
A registered agent, which agent may be either an individual resident in this state whose business office is identical with the registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this state, having an office identical with the registered office.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2018, ch. 346, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-78. - Change of registered office or registered agent of foreign corporation.

§ 7-6-78. Change of registered office or registered agent of foreign corporation.
(a)
A foreign corporation authorized to conduct affairs in this state may change its registered office or its registered agent, or both, upon filing in the office of the secretary of state a statement setting forth:
(1)
The name of the corporation;
(2)
The address of its then-registered office;
(3)
If the address of its registered office be changed, the address to which the registered office is to be changed;
(4)
The name of its registered agent;
(5)
If its registered agent be changed, the name of its successor registered agent;
(6)
That the address of its registered office and the address of the office of its registered agent, as changed, will be identical;
(7)
That the change was authorized by an adopted resolution of its board of directors.
(b)
The statement shall be executed by the corporation by its president or a vice president 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 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 in this state appointed by a foreign corporation may resign as the agent upon filing a written notice of resignation, executed in duplicate, with the secretary of state who shall immediately mail a copy of it to the foreign corporation at its principal office in the state or country under the laws of which it is incorporated as shown by its most recent annual report. The appointment of the agent terminates upon the expiration of 30 days after receipt of the notice by the secretary of state.
(d)
If a registered agent changes the registered agent’s business address to another place within the state, the registered agent may change the address and the address of the registered office of any corporations of which he, she, or it is registered agent by filing a statement as required above except that it need be signed only by the registered agent, need not be responsive to subsections (a)(5) and (a)(7), and must recite that a copy of the statement has been mailed to each corporation.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-79. - Service of process on foreign corporation.

§ 7-6-79. Service of process on foreign corporation.
(a)
The registered agent appointed by a foreign corporation authorized to conduct affairs in this state shall be 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 conduct affairs 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 shall be 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 shall be made by delivering to and leaving with the secretary of state, or with any clerk having charge of the corporation department of the secretary of state’s office, duplicate copies of the process, notice, or demand. If 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 or certified mail, addressed to the corporation at its principal office in the state or country under the laws of which it is incorporated. Any service upon the secretary of state is returnable in not less than 30 days.
(c)
The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, and shall record in the record the time of the service and the secretary of state’s action with reference to the service.
(d)
Nothing contained in this section 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 now or subsequently permitted by law.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-80. - Amendment to articles of incorporation of foreign corporation.

§ 7-6-80. Amendment to articles of incorporation of foreign corporation.
Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended, the foreign corporation shall, within 30 days after the amendment becomes effective, file in the office of the secretary of state a copy of the amendment duly certified by the proper officer of the state or country under the laws of which it is incorporated; but the filing of the articles does not of itself enlarge or alter the purpose or purposes that the corporation is authorized to pursue in conducting its affairs in this state, or authorize the corporation to conduct affairs in this state under any other name than the name set forth in its certificate of authority.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-80.1. - Foreign application for transfer of authority.

§ 7-6-80.1. Foreign application for transfer of authority.
(a)
A duly authorized foreign nonprofit 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 § 7-6-2.1; 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 nonprofit 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 nonprofit 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. 81, § 1; P.L. 2012, ch. 103, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-81. - Merger of foreign corporation authorized to conduct affairs in this state.

§ 7-6-81. Merger of foreign corporation authorized to conduct affairs in this state.
Whenever a foreign corporation authorized to conduct affairs in this state is a party to a statutory merger permitted by the laws of the state or country under the laws of which it is incorporated, and the corporation is the surviving corporation, it shall, within thirty (30) days after the merger becomes effective, file with the secretary of state a copy of the articles of merger duly certified by the proper officer of the state or country under the laws of which the statutory merger was effected. It is not necessary for the corporation to procure either a new or amended certificate of authority to conduct affairs in this state unless the name of the corporation is changed by the merger or unless the corporation desires to pursue in this state other or additional purposes than those that it is then authorized to pursue in this state.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-82. - Amended certificate of authority.

§ 7-6-82. Amended certificate of authority.
(a)
A foreign corporation authorized to conduct affairs in this state shall procure an amended certificate of authority by making application for one with the secretary of state if it changes its corporate name or desires to pursue in this state other or additional purposes than those set forth in its prior application for a certificate of authority.
(b)
The requirements as to the form and contents of the application, the manner of its execution, the filing of the original with the secretary of state, the issuance of an amended certificate of authority and its effect, are the same as in the case of an original application for a certificate of authority.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1999, ch. 354, § 19; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4.