reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-5. - Corporations organized for the business of insurance.

§ 7-1-5. Corporations organized for the business of insurance.
Notwithstanding any general law to the contrary, any corporation, whether organized with capital stock or as a mutual association, that is organized for the purpose of carrying on within this state the business of insurance, surety, or indemnity, shall be organized pursuant to chapter 1.2 of this title and shall have all the rights and privileges and be subject to provisions of chapter 1 of title 27, relating to domestic insurance companies; provided, however, the articles of incorporation comply with requirements established by rule or regulation promulgated by the director of the department of business regulation, and provided, further, that no insurance corporation may commence business until it has satisfied the requirements enumerated in § 27-1-37. Any corporation as defined in this section and, notwithstanding the provisions of § 27-41-22, any corporation organized, created, or established in any manner pursuant to chapters 19, 20, 20.1, 20.2, 20.3, and 41 of title 27, shall obtain prior approval from the director of the department of business regulation for all charter amendments made pursuant to this title. Any corporation defined in this section created by special act of the general assembly, may amend its charter pursuant to § 7-1.2-902, subject to prior approval of the amendment by the director of the department of business regulation.
History of Section.
P.L. 1988, ch. 48, § 2; P.L. 1999, ch. 147, § 1; P.L. 2005, ch. 36, § 2; P.L. 2005, ch. 72, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-5.1. - [Repealed.]

§ 7-1-5.1. [Repealed.]
History of Section.
P.L. 1988, ch. 48, § 3; Repealed by P.L. 1999, ch. 147, § 2, effective June 28, 1999.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-5.2. - Mutual insurance associations — Applicability of chapter.

§ 7-1-5.2. Mutual insurance associations — Applicability of chapter.
Notwithstanding any provision of § 7-1-5 to the contrary, and without intending to limit those sections of chapter 1.2 of this title that may not be applicable to mutual associations by reason of the fact that those associations do not have shareholders, the following sections of chapter 1.2 of this title do not apply to any insurance company organized as a mutual association: § 7-1.2-601 (Right of corporation to acquire, dispose of, and cancel its own shares); § 7-1.2-602 (Authorized shares; shares in classes or series; issuance of shares); § 7-1.2-705 (Quorum of shareholders required for shareholders’ action); § 7-1.2-1201 (Rights of shareholders to dissent); § 7-1.2-1202 (Rights of dissenting shareholders); § 7-1.2-1315 (Avoidance of dissolution by share buyout); and § 7-1.2-1602(c)(2) (License fees payable by domestic corporations).
History of Section.
P.L. 1999, ch. 313, § 1; P.L. 2005, ch. 36, § 2; P.L. 2005, ch. 72, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-6. - Time allowed for organization of corporations created by legislative act.

§ 7-1-6. Time allowed for organization of corporations created by legislative act.
Every corporation created by special act of the general assembly shall, if no different time for that purpose is limited by the special act, be organized within two (2) years after the act takes effect. In every case where the corporation is not organized within the limited time, the act of incorporation becomes void at the end of the limited time.
History of Section.
P.L. 1920, ch. 1925, § 81; G.L. 1923, ch. 248, § 81; G.L. 1938, ch. 116, § 81; G.L. 1956, § 7-1-6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-7. - Fees payable by corporations created by legislative act.

§ 7-1-7. Fees payable by corporations created by legislative act.
Before any corporation, other than a corporation for religious, literary, or charitable purposes, or a military or fire company, is organized under a charter granted by special act of the general assembly, the petitioners for the charter shall pay into the general treasury, for the use of the state, one-tenth of one percent (.1%) of the total amount of its authorized capital stock having par value, and in the case of stock having no par value ten cents ($0.10) for each share, but in no case less than one hundred dollars ($100); and whenever the authorized capital stock of any such corporation is increased by special act of the general assembly, the corporation shall pay into the general treasury, for the use of the state, one-tenth of one percent (.1%) of the total amount of the authorized increase in the case of stock having par value, and in the case of stock having no par value, ten cents ($0.10) for each share of the authorized increase; and the secretary of state shall not issue a certified copy of any act creating a corporation, or a certified copy of any act providing for an increase, until the secretary receives the certificate of the general treasurer to the effect that the required sum has been paid.
History of Section.
G.L. 1896, ch. 29, § 16; G.L. 1909, ch. 39, § 16; P.L. 1920, ch. 1925, § 87; G.L. 1923, ch. 37, § 12; P.L. 1929, ch. 1391, § 3; G.L. 1938, ch. 116, § 97; G.L. 1956, § 7-1-7.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-7.1. - Filings to be originals.

§ 7-1-7.1. Filings to be originals.
Filings made under this title at the secretary of state’s office are considered original and valid if they bear either original signatures, facsimile, or electronic signatures and shall include, but not be limited to any electronically transmitted documents or similar communications transmitted through a medium provided and authorized by the secretary of state.
History of Section.
P.L. 1990, ch. 98, § 1; P.L. 2008, ch. 57, § 1; P.L. 2008, ch. 123, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-13. - Legislative control of future charters.

§ 7-1-13. Legislative control of future charters.
The charter or articles of association of every corporation subsequently created may be amended or repealed at the will of the general assembly.
History of Section.
P.L. 1920, ch. 1925, § 79; G.L. 1923, ch. 248, § 79; G.L. 1938, ch. 116, § 79; G.L. 1956, § 7-1-13.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-14. - Continuation for special purposes of statutes otherwise repealed.

§ 7-1-14. Continuation for special purposes of statutes otherwise repealed.
Whenever any special act creating a corporation, the provisions of which are not subject to amendment or repeal at the will of the general assembly, refers to and adopts, either expressly or by implication, any statute or part of a statute previously repealed, the statute or part of a statute referred to and adopted is not deemed repealed, but is for the purpose for which it is referred to and adopted, but for no other purpose, deemed to be in force.
History of Section.
P.L. 1920, ch. 1925, § 89; G.L. 1923, ch. 248, § 87; G.L. 1938, ch. 116, § 87; G.L. 1956, § 7-1-14.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-17. - Receipt of property for charitable purposes in excess of authorized holdings.

§ 7-1-17. Receipt of property for charitable purposes in excess of authorized holdings.
In case any real or personal estate is subsequently given to any corporation to hold for any charitable uses or purposes authorized or permitted by the charter of the corporation, or any amendment of the charter, or by law, and the corporation, but for the provisions of this section, would not be able to take or hold the estate or some part of it on account of the limitation as to the amount of property of the corporation prescribed by the charter or any amendment to it, then in every such case, it is lawful for the corporation to take and hold the real and personal estate, or the part of it as already stated, upon conditions subsequent, nevertheless, that the corporation obtains from the general assembly authority to take and hold real and personal estate to an amount large enough to include, in addition to its other property, the property given to the corporation as already stated, and that the application to the general assembly is made not later than one year from the time on which the corporation takes and holds, or but for the previously stated limitation would be entitled to take and hold, the given real or personal estate.
History of Section.
G.L. 1896, ch. 177, § 8; G.L. 1909, ch. 213, § 8; G.L. 1923, ch. 248, § 91; G.L. 1938, ch. 116, § 91; P.L. 1944, ch. 1400, § 1; G.L. 1956, § 7-1-17.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-21. - Agreements as to disposition of stock or insurance on death of stockholder.

§ 7-1-21. Agreements as to disposition of stock or insurance on death of stockholder.
(a)
No agreement in writing, between or among two (2) or more stockholders in a corporation, or between or among a corporation and one or more of its stockholders, whether in either case the agreement is made by all or less than all of the stockholders of the corporation, either previously or subsequently entered into, is deemed testamentary in character, or for that reason invalid or unenforceable, because the agreement contains a provision or provisions: (1) Regulating, in the event of the death of any stockholders, the transfer, distribution, or other disposition of all or any portion of the stock of the deceased stockholder to his or her estate or to the corporation or to or among the other stockholder or stockholders of the corporation or its, his, her, or their assignees, transferees, or successors; or (2) Regulating the destination, distribution, or other disposition of the proceeds of any policy, or policies, of insurance upon the life of any stockholder.
(b)
This section is not construed to affect the rights of the heirs, next of kin, legatees, devisees, or creditors of a stockholder who has deceased prior to May 6, 1957.
History of Section.
G.L. 1938, ch. 116, § 99; P.L. 1954, ch. 3346, § 1; G.L. 1956, § 7-1-21; P.L. 1957, ch. 105, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-22. - [Repealed.]

§ 7-1-22. [Repealed.]
History of Section.
G.L. 1896, ch. 177, § 38; G.L. 1909, ch. 213, § 38; G.L. 1923, ch. 248, § 95; P.L. 1930, ch. 1612, § 1; G.L. 1938, ch. 116, § 95; G.L. 1956, § 7-1-22; Repealed by P.L. 1968, ch. 43, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1 - Corporations — General Provisions › Section 7-1-23. - Recovery of penalties — Compromise.

§ 7-1-23. Recovery of penalties — Compromise.
All penalties imposed by the terms of the general corporation law for failure to comply with the requirements of that law shall be recovered in a civil action brought in the name and on behalf of the state by the attorney general; provided, however, that the attorney general may, after examination of the facts as he or she deems advisable, compromise any penalty instead of instituting an action for the penalty, and permit the payment to the general treasurer for the use of the state of a smaller sum in lieu of the maximum penalty provided by the general corporation law.
History of Section.
P.L. 1920, ch. 1925, § 82; G.L. 1923, ch. 248, § 82; G.L. 1938, ch. 116, § 82; G.L. 1956, § 7-1-23.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 1 - General Provisions › Section 7-1.2-101. - Short title.

§ 7-1.2-101. Short title.
This chapter is and may be cited as the “Rhode Island Business Corporation Act”.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 1 - General Provisions › Section 7-1.2-102. - Reservation of power.

§ 7-1.2-102. Reservation of power.
The general assembly at all times has power to prescribe any regulations, provisions, and limitations that it deems advisable, which regulations, provisions, and limitations are binding on any corporation subject to the provisions of this chapter. The general assembly has power to amend, repeal, or modify this chapter at pleasure.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 1 - General Provisions › Section 7-1.2-103. - Effect of repeal of prior acts.

§ 7-1.2-103. Effect of repeal of prior acts.
The repeal of a prior act by this chapter does not impair, diminish or affect any right, privilege or immunity accrued or established, any suit pending, any right of action conferred, or any duty, restriction, liability or penalty imposed or required, under the provisions of the act, prior to the repeal.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 1 - General Provisions › Section 7-1.2-104. - Severability.

§ 7-1.2-104. Severability.
If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of the chapter that can be given effect without the invalid provision or application, and to this end the provisions of the chapter are severable.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 1 - General Provisions › Section 7-1.2-106. - Definitions.

§ 7-1.2-106. Definitions.
As used in this chapter:
(1)
“Articles of incorporation” means the original or restated articles of incorporation and all of their amendments including agreements of merger.
(2)
“Authorized shares” means the shares of all classes which the corporation is authorized to issue.
(3)
“Corporation” or “domestic corporation” means a corporation for profit subject to the provisions of this chapter, except a foreign corporation.
(4)
“Delivering/Delivered” means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state.
(5)
“Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
(6)
“Employee” includes officers but not directors. A director may accept duties which also make him or her an employee.
(7)
“Filing” means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state.
(8)
“Foreign corporation” means a corporation for profit organized under laws other than the laws of this state for a purpose or purposes for which a corporation may be organized under this chapter.
(9)
“Individual” means a natural person.
(10)
“Insolvent” means the inability of a corporation to pay its debts as they become due in the usual course of its business.
(11)
“Person” means an individual or an entity. An entity includes domestic and foreign business corporation, domestic and foreign nonprofit corporation; estate; trust; domestic and foreign unincorporated entity; and a state, the United States and a foreign government.
(12)
“Shareholder” means one who is a holder of record of shares in a corporation.
(13)
“Shares” means the units into which the proprietary interests in a corporation are divided.
(14)
“Signature” or “Signed” or “Executed” means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state.
(15)
“State” means the state of Rhode Island.
(16)
“Subscriber” means one who subscribes for shares in a corporation, whether before or after incorporation.
(17)
The singular shall be construed to include the plural, the plural the singular, and the masculine the feminine, when consistent with the intent of this chapter.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2007, ch. 94, § 1; P.L. 2007, ch. 112, § 1; P.L. 2008, ch. 57, § 2; P.L. 2008, ch. 123, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 2 - Incorporation › Section 7-1.2-201. - Incorporators and organization of the corporation.

§ 7-1.2-201. Incorporators and organization of the corporation.
(a)
One or more individuals may act as incorporator or incorporators of a corporation by filing articles of incorporation for the corporation with the secretary of state.
(b)
After incorporation:
(1)
If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and transacting on any other business to come before the meeting.
(2)
If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of the majority of the incorporators:
(i)
To elect directors and complete the organization of the corporation; or
(ii)
To elect a board of directors who will complete the organization of the corporation.
(c)
The incorporator or incorporators calling a meeting under this section shall give at least three (3) days’ notice of the meeting by mail to each incorporator. The notice must state the time and place of the meeting.
(d)
The act or decision done or made by a majority of the incorporators are the act of the incorporators, provided that an action permitted to be taken at the meeting or meetings of incorporators under this section may be taken without a meeting if a consent, in writing, stating the action to be taken, is signed by all of the incorporators.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 3 - Purposes and Powers › Section 7-1.2-301. - Purposes.

§ 7-1.2-301. Purposes.
Corporations may be organized under this chapter for any lawful purpose or purposes, except for the purpose of carrying on within this state the business of a bank, savings bank, trust company, building and loan association, loan and investment company, safe deposit company, railroad, electric railroad or street railway company, telegraph or telephone company, gas or electric light, heat or power company, canal, aqueduct, or water company, turnpike company, or any corporation which now has or may subsequently have the right to take or condemn land or other property within this state under the power of eminent domain, or to exercise or acquire franchises in streets or highways of this state, and further except for the purpose of rendering the professional services specified in chapter 5.1 of this title which must be organized under the provisions of that 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 3 - Purposes and Powers › Section 7-1.2-303. - Defense of ultra vires.

§ 7-1.2-303. Defense of ultra vires.
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation is invalid because the corporation was without capacity or power to do the act or to make or receive the conveyance or transfer, but the lack of capacity or power may be asserted:
(a)
In a proceeding by a shareholder against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made pursuant to a contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
(b)
In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation.
(c)
In a proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 4 - Name › Section 7-1.2-401. - Corporate name.

§ 7-1.2-401. Corporate name.
(a)
The corporate name:
(1)
Must contain the word “corporation”, “company”, “incorporated”, or “limited”, or an abbreviation of one of these words.
(2)
Shall be distinguishable upon the records of the secretary of state from the name of any entity on file with the secretary of state or a name the exclusive right to which is, at the time filed, reserved or registered in the manner provided in this chapter, or the name of a corporation, whether business or nonprofit, limited partnership, limited liability partnership or limited liability company which has in effect a registration of its name as provided in this title, subject to the following:
(b)
This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state.
(c)
The name may be the same as the name of a corporation or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law and the revocation has not been withdrawn within one year from the date of the revocation.
(d)
A corporation with which another corporation, domestic or foreign, is merged, or which is formed by the reorganization of one or more domestic or foreign corporations or upon a sale, lease, or other disposition to, or exchange with, a domestic corporation of all or substantially all the assets of another corporation, domestic or foreign, including its name, may have the same name as that used in this state by any of the corporations if at the time the other corporation was organized under the laws of, or is authorized to transact business in, this state.
(e)
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.
(f)
The secretary of state shall promulgate rules and regulations defining the term “distinguishable upon the record” for the administration of this chapter.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 36, § 36; P.L. 2005, ch. 72, § 36; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2011, ch. 54, § 1; P.L. 2011, ch. 60, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 4 - Name › Section 7-1.2-402. - Fictitious business name.

§ 7-1.2-402. Fictitious business name.
(a)
Any corporation organized and existing under the laws of this state or authorized to transact business in this state may transact business in this state under a fictitious name, provided that it files a fictitious business name statement in accordance with this section prior to the time it commences to transact the business under the fictitious name and the fictitious name satisfied the requirements of § 7-1.2-401(a)(2).
(b)
The fictitious business name statement must be filed with the secretary of state and must be executed by an authorized officer of the corporation and must state:
(1)
The fictitious business name to be used;
(2)
The name of the applicant corporation and the state or territory under the laws of which it is incorporated, the date of its incorporation, and a brief statement of the business in which it is engaged; and
(3)
The address of its registered office within the state.
(c)
The fictitious business name statement expires upon the filing of the statement of abandonment of use of a fictitious business name registered in accordance with this section or upon the dissolution of the applicant corporation.
(d)
The statement of abandonment of use of a fictitious business name under this section may be filed with the secretary of state on forms furnished by the secretary of state and must be executed by an authorized officer of the corporation and must state:
(1)
The fictitious business name being abandoned;
(2)
The date on which the original fictitious business name statement being abandoned was filed;
(3)
The name of the applicant corporation and the state or territory under the laws of which it is incorporated; and
(4)
The address of its registered office within the state.
(e)
No domestic or foreign corporation transacting business under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of this state until a fictitious business name statement has been filed in accordance with this section.
(f)
[Deleted by P.L. 2005, ch. 36, § 36 and by P.L. 2005, ch. 72, § 36.]
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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 4 - Name › Section 7-1.2-403. - Reserved name.

§ 7-1.2-403. Reserved name.
(a)
The exclusive right to the use of a corporate name may be reserved by:
(1)
Any individual intending to organize a corporation under this chapter.
(2)
Any domestic corporation intending to change its name.
(3)
Any foreign corporation intending to make application for a certificate of authority to transact business in this state.
(4)
Any foreign corporation authorized to transact business in this state and intending to change its name.
(5)
Any individual intending to organize a foreign corporation and intending to have the corporation make application for a certificate of authority to transact business in this state.
(b)
The reservation is made by filing with the secretary of state an application to reserve a specified corporate name, executed by the applicant. If the secretary of state finds that the name is available for corporate use, the secretary of state shall reserve the name for the exclusive use of the applicant for a non-renewable period of one hundred and twenty (120) days.
(c)
The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 4 - Name › 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 5 - Office and Agent › 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 5 - Office and Agent › 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 5 - Office and Agent › 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 6 - Shares Issuance and Distributions › 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 6 - Shares Issuance and Distributions › 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 6 - Shares Issuance and Distributions › 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 6 - Shares Issuance and Distributions › 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 6 - Shares Issuance and Distributions › 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 6 - Shares Issuance and Distributions › 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.