reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1405. - Application for certificate of authority.

§ 7-1.2-1405. Application for certificate of authority.
In order to procure a certificate of authority to transact business in this state, a foreign corporation must make application for the certificate of authority to the secretary of state, which application includes:
(a)
The name of the corporation and the state or country under the laws of which it is incorporated.
(b)
The name which the corporation elects to use in this state in accordance with § 7-1.2-1403.
(c)
The date of incorporation and the period of duration of the corporation.
(d)
The street address of the principal office of the corporation.
(e)
The name and address of its proposed registered agent in this state.
(f)
The purpose or purposes of the corporation which it proposes to pursue in the transaction of business in this state.
(g)
The names and respective addresses of the directors of the corporation if the state or country under the laws of which it was incorporated requires that it have directors and if not, the names and respective addresses of its principal officers.
(h)
A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class.
(i)
An estimate, expressed as a percentage, of the proportion that the estimated value of the property of the corporation to be located within this state during the following year bears to the value of all property of the corporation to be owned during the following year, wherever located, and an estimate, expressed as a percentage, of the proportion that the gross amount of business to be transacted by the corporation at or from places of business in this state during the following year bears to the gross amount which will be transacted by the corporation during the following year.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2011, ch. 53, § 1; P.L. 2011, ch. 64, § 1; P.L. 2018, ch. 346, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1406. - Filing of application for certificate of authority.

§ 7-1.2-1406. Filing of application for certificate of authority.
(a)
A foreign corporation must deliver the application for a certificate of authority to the secretary of state, together with a certificate of good standing issued by the proper officer of the state or country under the laws of which it is incorporated.
(b)
If the secretary of state finds that the application conforms to law, the secretary of state shall, when all fees have been paid:
(1)
Endorse on the original of the application the word “Filed”, and the month, day, and year of the filing.
(2)
File in his or her office the original of the application and a certificate of good standing issued by the proper officer of the state or country under the laws of which it is incorporated.
(3)
Issue a certificate of authority to transact business in this state.
(c)
The secretary of state shall deliver the certificate of authority to the corporation or its representative.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1407. - Effect of certificate of authority.

§ 7-1.2-1407. Effect of certificate of authority.
Upon the issuance of a certificate of authority by the secretary of state, the corporation is authorized to transact business in this state for the purposes stated in its application, subject, however, to the right of this state to suspend or to revoke the authority as provided in this chapter.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1408. - Registered office and registered agent of foreign corporation.

§ 7-1.2-1408. Registered office and registered agent of foreign corporation.
(a)
Each foreign corporation authorized to transact business in this state must have and continuously maintain in this state a registered agent, who is either:
(1)
An individual resident in this state; or
(2)
A corporation, limited partnership, limited liability partnership, limited liability company, and in each case either domestic or one authorized to transact business in this state.
(b)
Foreign corporations who are the holders of mortgages on real estate located within this state which do not maintain the loan documentation and records within the state shall authorize the registered agent to accept mortgage discharge payment and to issue a discharge of the mortgages upon the payment.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1409. - Change of registered office or registered agent of foreign corporation.

§ 7-1.2-1409. Change of registered office or registered agent of foreign corporation.
(a)
A foreign corporation authorized to transact business in this state may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state a statement stating:
(1)
The name of the corporation.
(2)
The address of its then registered office.
(3)
If the address of its registered office is changed, the address to which the registered office is to be changed.
(4)
The name of its then registered agent.
(5)
If its registered agent is changed, the name of its successor registered agent.
(6)
The address of its registered office and the address of the business office of its registered agent, as changed.
(b)
The statement must be executed by an authorized representative of the corporation and delivered to the secretary of state. If the secretary of state finds that the statement conforms to the provisions of this chapter, the secretary of state shall file the statement in his or her office, and upon the filing, the change of address of the registered office, or the appointment of a new registered agent, or both, becomes effective.
(c)
Any registered agent of a foreign corporation may resign as the agent upon filing a written notice of resignation with the secretary of state, who shall immediately mail a copy of the notice to the corporation at its principal office in the state or country under the laws of which it is incorporated. The appointment of the agent terminates upon the expiration of thirty (30) days after receipt of the notice by the secretary of state.
(d)
If a registered agent changes his or her or its business address to another place within the state, he or she or it may change the address and the address of the registered office of any corporations of which he or she or it is registered agent by filing a statement as required above except that it must be signed only by the registered agent, need not be responsive to subsection (a)(5), and must recite that a copy of the statement has been mailed to each corporation.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1411. - Amended certificate of authority.

§ 7-1.2-1411. Amended certificate of authority.
(a)
A foreign corporation authorized to transact business in this state shall make application for and procure an amended certificate of authority if it changes its corporate name, increases its number of authorized shares, or desires to pursue in this state other or additional purposes than those stated in its prior application for a certificate of authority.
(b)
The requirements in respect to the form and contents of the application, the manner of its execution, the filing of the application with the secretary of state, the issuance of an amended certificate of authority, and the effect of it, is the same as in the case of an original application for a certificate of authority.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1411.1. - Foreign application for transfer of authority.

§ 7-1.2-1411.1. Foreign application for transfer of authority.
(a)
A duly authorized foreign corporation in the state of Rhode Island that converts into any form of foreign other entity subject to the provisions of title 7 and the resulting entity is required to file for authority to transact business in this state may apply for a transfer of authority in the office of the secretary of state by filing:
(1)
An application for transfer of authority that has been executed and filed in accordance with the provisions of § 7-1.2-105; and
(2)
An application for authority to transact business in the state of Rhode Island for the resulting entity type; and
(3)
A certificate of legal existence or good standing issued by the proper officer of the state or country under the laws of which the resulting entity has been formed.
(b)
The application for transfer of authority shall state:
(1)
The name of the corporation;
(2)
The type of other entity into which it has been converted; and
(3)
The jurisdiction whose laws govern its internal affairs.
(c)
Upon the effective time and date of the application for transfer of authority, the authority of the corporation authorized to transact business under this chapter shall be transferred without interruption to the other entity which shall thereafter hold such authority subject to the provisions of the laws of the state of Rhode Island applicable to that type of resulting entity.
History of Section.
P.L. 2012, ch. 71, § 1; P.L. 2012, ch. 79, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1412. - Withdrawal of foreign corporation.

§ 7-1.2-1412. Withdrawal of foreign corporation.
(a)
A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. To procure a certificate of withdrawal, the foreign corporation must deliver to the secretary of state an application for withdrawal, stating:
(1)
The name of the corporation and the state or country under the laws of which it is incorporated.
(2)
That the corporation is not transacting business in this state.
(3)
That the corporation surrenders its authority to transact business in this state.
(4)
That the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to transact business in this state may subsequently be made on the corporation by service on the secretary of state.
(5)
The post office address to which the secretary of state may mail a copy of any process against the corporation that is served on the secretary of state.
(b)
If the corporation is in the hands of a receiver or trustee, the application for withdrawal must be executed on behalf of the corporation by the receiver or trustee.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1413. - Filing of application for withdrawal.

§ 7-1.2-1413. Filing of application for withdrawal.
(a)
An original application for withdrawal must be delivered to the secretary of state. If the secretary of state finds that the application conforms to the provisions of this chapter, the secretary of state shall, when all fees and taxes have been paid:
(1)
Endorse on the original the word “Filed”, and the month, day, and year of the filing;
(2)
File the original in his or her office; and
(3)
Issue a certificate of withdrawal.
(b)
The secretary of state shall deliver the certificate of withdrawal to the corporation or its representative. Upon the issuance of the certificate of withdrawal, the authority of the corporation to transact business in this state ceases.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2015, ch. 80, § 1; P.L. 2015, ch. 88, § 1; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1414. - Revocation of certificate of authority.

§ 7-1.2-1414. Revocation of certificate of authority.
(a)
The certificate of authority of a foreign corporation to transact business in this state may be revoked by the secretary of state under the conditions prescribed in this section when:
(1)
The corporation fails to file its annual report within the time required by this chapter, or with respect to any corporation in good corporate standing on the records of the secretary of state on or after July 1, 2019, has failed to pay any required fees to the secretary of state when they have become due and payable, or the secretary of state has received notice from the division of taxation, in accordance with § 44-11-26.1, that the corporation has failed to pay corporate taxes; or
(2)
The corporation fails to appoint and maintain a registered agent in this state as required by this chapter; or
(3)
The corporation fails, after changing its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter; or
(4)
The corporation fails to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or
(5)
A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.
(b)
No certificate of authority of a foreign corporation may be revoked by the secretary of state unless the secretary of state has given the corporation notice thereof not less than sixty (60) days prior to such revocation, by regular mail addressed to the registered agent of the corporation in this state on file with the secretary of state’s office, which notice shall specify the basis for the revocation; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state’s office has been returned as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(1)
To the corporation at its principal office of record as shown in its most recent annual report, and no further notice is required; or
(2)
In the case of a foreign corporation that has not yet filed an annual report, then to the corporation at its principal office shown in its application for certificate of authority, and no further notice is required.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1415. - Issuance of certificate of revocation.

§ 7-1.2-1415. Issuance of certificate of revocation.
(a)
Upon revoking any certificate of authority, the secretary of state shall:
(1)
Issue a certificate of revocation.
(2)
File the certificate in his or her office.
(3)
Send to the corporation by regular mail the certificate of revocation, addressed to the registered office of the corporation in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the registered agent of the corporation in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i)
To the corporation at its principal office of record as shown in its most recent annual report, and no further notice is required; or
(ii)
In the case of a foreign corporation that has not yet filed an annual report then to the corporation at its principal office shown in its application for certificate of authority, and no further notice is required.
(b)
Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this state ceases.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1416. - Withdrawal of certificate of revocation.

§ 7-1.2-1416. Withdrawal of certificate of revocation.
(a)
Within twenty (20) years after issuing a certificate of revocation as provided in § 7-1.2-1415, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the corporation in good standing as if its certificate of incorporation had not been revoked, except as subsequently provided:
(1)
Upon the filing by the corporation of the documents it had previously failed to file as set forth in subsections (a)(1) — (a)(4) of § 7-1.2-1414;
(2)
Upon the payment by the corporation of a penalty for each year or part of a year that has elapsed since the issuance of the certificate of revocation; and
(3)
Upon the filing by the corporation of a certificate of good standing from the Rhode Island division of taxation.
(b)
If, as permitted by the provisions of this title, another corporation, whether business or nonprofit limited partnership, limited liability partnership or limited liability company, or domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious business name statement with respect to or reserved or registered a name that is not distinguishable upon the records of the secretary of state from the name of a corporation with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated corporation’s amending its articles of incorporation or otherwise complying with the provisions of this chapter with respect to the use of a name available to it under the laws of this state so as to designate a name which is distinguishable upon the records of the secretary of state from its former name.
(c)
Upon the withdrawal of the certificate of revocation and reinstatement of the corporation in good standing as provided in subsection (a), title to any real estate, or any interest in real estate, held by the corporation at the time of the issuance of the certificate of revocation and not conveyed subsequent to the revocation of its certificate of incorporation, shall be deemed to be revested in the corporation without further act or deed.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 36, § 36; P.L. 2005, ch. 72, § 36; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2021, ch. 385, § 1, effective July 13, 2021; P.L. 2021, ch. 386, § 1, effective July 13, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1417. - Application to corporations previously authorized to transact business in this state.

§ 7-1.2-1417. Application to corporations previously authorized to transact business in this state.
Foreign corporations which are authorized to transact business in this state as of May 14, 1969, for a purpose or purposes for which a corporation might secure authority under this chapter, are, subject to the limitations stated in their certificates of authority, entitled to all the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this state under this chapter, and as of May 14, 1969, the corporations are subject to all the limitations, restrictions, liabilities, and duties prescribed in these provisions for foreign corporations procuring certificates of authority to transact business in this state under this chapter.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 14 - Foreign Corporations › Section 7-1.2-1418. - Transacting business without certificate of authority.

§ 7-1.2-1418. Transacting business without certificate of authority.
(a)
No foreign corporation transacting business in this state without a certificate of authority is permitted to maintain any action, suit, or proceeding in any court of this state, until the corporation has obtained a certificate of authority. Nor may any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of the corporation on any right, claim, or demand arising out of the transaction of business by the corporation in this state, until a certificate of authority has been obtained by the corporation or by its successor.
(b)
The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action, suit, or proceeding in any court of this state.
(c)
A foreign corporation which transacts business in this state without a certificate of authority is liable to this state, for the years or parts of years during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and franchise taxes which would have been imposed upon the corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this chapter and subsequently filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees and franchise taxes. The attorney general may bring proceedings to recover all amounts due this state under the provisions of this section.
(d)
The superior court has jurisdiction to enjoin any foreign corporation, or any agent of a foreign corporation, from transacting any business in this state if the corporation fails to comply with any section of this chapter applicable to it or if the corporation secured a certificate of the secretary of state under §§ 7-1.2-1405 and 7-1.2-1406 on the basis of false or misleading representations. The attorney general may, upon motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which the corporation is doing business.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 16 - The Secretary of State and Fees › Section 7-1.2-1603. - Penalties imposed upon officers and directors.

§ 7-1.2-1603. Penalties imposed upon officers and directors.
Any individual who signs any articles, statement, report, application, or other document intended to be filed with the secretary of state that is known to the individual to be false in any material respect, is guilty of a misdemeanor, and upon conviction of it may be fined in any amount not exceeding five hundred dollars ($500). For purposes of this chapter, a document is signed whether by any manual, facsimile or electronic signature.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 16 - The Secretary of State and Fees › Section 7-1.2-1604. - Interrogatories.

§ 7-1.2-1604. Interrogatories.
(a)
The secretary of state may propound to any domestic or foreign corporation subject to the provisions of this chapter, and to any of its officers or directors, any interrogatories that may be reasonably necessary and proper to enable the secretary of state to ascertain whether the corporation has complied with all the applicable provisions of this chapter. The interrogatories must be answered within thirty (30) days after their mailing, or within any additional time that is fixed by the secretary of state, and the answers to the interrogatories must be full and complete and made in writing and under oath. If the interrogatories are directed to an individual they must be answered by him or her, and if directed to a corporation they must be answered by the president, vice president, secretary, or assistant secretary of the corporation. The secretary of state need not file any document to which the interrogatories relate until the interrogatories are answered as provided in these provisions, and not then if the interrogatory answers disclose that the document is not in conformity with the provisions of this chapter. The secretary of state shall certify to the attorney general, for any action that the attorney general deems appropriate, all interrogatories and their answers which disclose a violation of any of the provisions of this chapter.
(b)
Each corporation, domestic or foreign, that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the secretary of state, in accordance with the provisions of this chapter, is guilty of a misdemeanor and upon conviction of it may be fined in any amount not exceeding five hundred dollars ($500).
(c)
Interrogatories propounded by the secretary of state and the answers to the interrogatories are not open to public inspection, nor may the secretary of state disclose any facts or information obtained from them except insofar as the secretary’s official duty requires the facts or information to be made public or in the event the interrogatories or their answers are required for evidence in any criminal proceedings or in any other action by this state.
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 16 - The Secretary of State and Fees › Section 7-1.2-1605. - Certificates and certain copies to be received in evidence.

§ 7-1.2-1605. Certificates and certain copies to be received in evidence.
All certificates issued by the secretary of state in accordance with the provisions of this chapter, and all copies of documents filed in his or her office in accordance with the provisions of this chapter when certified by the secretary, is prima facie evidence of the facts stated in them. A certificate by the secretary of state under the great seal of this state, as to the existence or nonexistence of the facts relating to corporations is prima facie evidence of the existence or nonexistence of the facts stated in them.
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 18 - Miscellaneous › Section 7-1.2-1801. - Unauthorized assumption of corporate powers.

§ 7-1.2-1801. Unauthorized assumption of corporate powers.
All individuals who assume to act as a corporation without authority so to do are jointly and severally liable for all debts and liabilities incurred or arising as a result of that action.
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 18 - Miscellaneous › Section 7-1.2-1802. - Application to existing corporations organized under general acts.

§ 7-1.2-1802. Application to existing corporations organized under general acts.
The provisions of this chapter apply to all existing corporations organized under any general act of this state providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under this chapter, where the power has been reserved to amend, repeal, or modify the act under which the corporation was organized and where the act is repealed by this chapter.
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 18 - Miscellaneous › Section 7-1.2-1803. - Application to foreign and interstate commerce.

§ 7-1.2-1803. Application to foreign and interstate commerce.
The provisions of this chapter apply to commerce with foreign nations and among the several states only insofar as the provisions are permitted under the constitution of the United States.
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 18 - Miscellaneous › Section 7-1.2-1804. - Applicability to corporations created by special acts.

§ 7-1.2-1804. Applicability to corporations created by special acts.
The provisions of this chapter apply to all existing corporations previously or subsequently created by any special act of the general assembly of a kind that could be organized under this chapter, except insofar as the provisions are inconsistent with the provisions of any applicable special act passed after May 5, 1920, or with the provisions of any applicable special act passed that are not subject to amendment or repeal at the will of the general assembly. A corporation created by special act of the kind that could be organized under this chapter, but whose charter is not subject to amendment, repeal, or modification by the general assembly, may at a called meeting for the purpose, by a unanimous vote of its shareholders or members, adopt the provisions of this chapter upon the filing in the office of the secretary of state of a certified copy of the vote, attested by its president or vice president and its secretary or assistant secretary under its corporate seal, and the payment to the secretary of state of the fee prescribed by § 7-1.2-1602. The corporation is subsequently governed in all respects by the provisions of this chapter and its charter shall subsequently be subject to amendment or repeal at the will of the general assembly.
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 7-4 - Business Corporations — Officers, Directors, and Stockholders › Section 7-4-3. - Voting on stock held by fiduciaries and pledgees.

§ 7-4-3. Voting on stock held by fiduciaries and pledgees.
A person holding stock in a fiduciary capacity is entitled to vote the stock. In the case of stock held jointly by two (2) or more executors, administrators, guardians, conservators, trustees, or other fiduciaries, the fiduciaries may designate, in writing, one or more of their number to represent the stock and vote it, unless there is a provision to the contrary in any instrument defining their powers and duties. A person whose stock is pledged is entitled to vote the stock until the stock is transferred on the books of the corporation to the pledgee, and subsequently the pledgee is entitled to vote the stock.
History of Section.
P.L. 1920, ch. 1925, § 24; G.L. 1923, ch. 248, § 24; G.L. 1938, ch. 116, § 24; G.L. 1956, § 7-4-3.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-4 - Business Corporations — Officers, Directors, and Stockholders › Section 7-4-15. - Rights and liabilities surviving death of officer, director, or stockholder.

§ 7-4-15. Rights and liabilities surviving death of officer, director, or stockholder.
Except as otherwise provided in the general corporation law, any right of action against any officer, director, or stockholder of a corporation arising from any liability or penalty created or imposed by the provisions of the general corporation law survives the death of the person; and the right of contribution provided by this chapter exists in favor of the estate of the officer, director, or stockholder.
History of Section.
P.L. 1920, ch. 1925, § 46; G.L. 1923, ch. 248, § 46; G.L. 1938, ch. 116, § 46; G.L. 1956, § 7-4-15.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-4 - Business Corporations — Officers, Directors, and Stockholders › Section 7-4-16. - Survival of suits against officers, directors, and stockholders.

§ 7-4-16. Survival of suits against officers, directors, and stockholders.
No suit against any officer, director, or stockholder for any liability or penalty created or imposed by the provisions of the general corporation law abates by reason of his or her death, but his or her estate is liable in the hands of his or her executor or administrator, who may voluntarily appear or may be summoned by the plaintiff to defend the suit.
History of Section.
P.L. 1920, ch. 1925, § 47; G.L. 1923, ch. 248, § 47; G.L. 1938, ch. 116, § 47; G.L. 1956, § 7-4-16.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5 - Business Corporations — Reorganization, Dissolution, and Sale of Assets › Section 7-5-19. - Dissolution of quasi-municipal corporations and financial institutions.

§ 7-5-19. Dissolution of quasi-municipal corporations and financial institutions.
When any quasi-municipal corporation, bank, savings bank, trust company, or loan and investment company has been liquidated in voluntary liquidation, or in receivership or otherwise, according to law, the corporation may be dissolved by decree of the superior court upon application filed, in the case of a quasi-municipal corporation, by any of its members or qualified electors or by the attorney general, and in the case of any bank, savings bank, trust company, or loan and investment company, by the administrator of banking and insurance or by any stockholder, trustee, or incorporator, with the consent, in writing, of the administrator of banking and insurance; and upon any reasonable notice in each case, that the court prescribes.
History of Section.
G.L. 1923, ch. 248, § 57; P.L. 1932, ch. 1958, § 1; G.L. 1938, ch. 116, § 57; P.L. 1945, ch. 1610, § 1; G.L. 1956, § 7-5-19.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.1 - Professional Service Corporations › Section 7-5.1-1. - Application of general corporation law.

§ 7-5.1-1. Application of general corporation law.
Except as otherwise provided in this chapter, all provisions of the general corporation law, including the Rhode Island Business Corporation Act, chapter 1.2 of this title, applicable to domestic business corporations are applicable to corporations organized under this chapter.
History of Section.
P.L. 1964, ch. 185, § 1; P.L. 1972, ch. 100, § 1; P.L. 2005, ch. 36, § 3; P.L. 2005, ch. 72, § 3.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.1 - Professional Service Corporations › Section 7-5.1-2. - Definitions.

§ 7-5.1-2. Definitions.
As used in this chapter:
(1)
“Authorized to practice” means duly licensed, certified, or registered by the proper regulatory agency.
(2)
“Professional services” means the rendering of personal services by a person authorized to practice as one of the following professions as defined:
(i)
Physicians;
(ii)
Dentists;
(iii)
Attorneys at law;
(iv)
[Deleted by P.L. 2000, ch. 328, § 1, and by P.L. 2000, ch. 513, § 1.]
(v)
Professional engineers;
(vi)
Architects;
(vii)
Certified public accountants and licensed public accountants;
(viii)
Veterinarians;
(ix)
Chiropractors;
(x)
Podiatrists;
(xi)
Registered nurses;
(xii)
Optometrists;
(xiii)
Physical therapists;
(xiv)
Landscape architects;
(xv)
Land surveyors;
(xvi)
Opticians;
(xvii)
Physician assistants;
(xviii)
Psychologists; or
(xix)
Midwives or nurse-midwives.
(3)
“Regulatory agency” means:
(i)
The professional licensing board contained within the department of health, as set forth in title 5 when referring to physicians, dentists, chiropractors, podiatrists, registered nurses, optometrists, physical therapists, opticians, physician assistants, or midwives or nurse-midwives;
(ii)
The Supreme Court when referring to attorneys at law;
(iii)
The boards of registration of professional engineers and land surveyors when referring to professional engineers or land surveyors;
(iv)
The board of examination and registration of architects when referring to architects;
(v)
The board of accountancy when referring to certified public accountants and licensed public accountants;
(vi)
The board of veterinarians when referring to veterinarians;
(vii)
The board of examiners of landscape architects when referring to landscape architects;
(viii)
The board of psychology when referring to psychologists.
History of Section.
P.L. 1964, ch. 185, § 1; P.L. 1969, ch. 163, § 1; P.L. 1971, ch. 171, § 24; P.L. 1972, ch. 100, § 2; P.L. 1980, ch. 268, § 1; P.L. 1981, ch. 245, § 1; P.L. 1989, ch. 537, § 1; P.L. 1992, ch. 281, § 1; P.L. 1995, ch. 259, § 1; P.L. 1995, ch. 304, § 1; P.L. 2000, ch. 328, § 1; P.L. 2000, ch. 513, § 1; P.L. 2012, ch. 101, § 1; P.L. 2012, ch. 106, § 1; P.L. 2018, ch. 346, § 3.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.1 - Professional Service Corporations › Section 7-5.1-3. - Authority to practice.

§ 7-5.1-3. Authority to practice.
(a)
Except as specifically provided in subsection (b) of this section, any corporation organized under this chapter may engage in rendering professional services of not more than one of the professions enumerated in § 7-5.1-2, provided that every officer, director, and shareholder of the corporation is an individual authorized to practice the profession and is employed by the corporation in that practice. No individual may be an officer, shareholder, director, or employee of any other corporation engaged in the practice of the same profession without the prior written approval of the applicable regulatory agency or agencies.
(b)
Nothing in these provisions is to be construed to prohibit a corporation organized under this chapter from engaging in the practice of the following combination of professions:
(1)
Physicians, dentists, registered nurses, podiatrists, optometrists, physician assistants, chiropractic physicians, physical therapists, psychologists, midwives, or nurse-midwives;
(2)
Landscape architects, professional engineers, architects, and land surveyors; and
(3)
Certified public accountants and licensed public accountants.
History of Section.
P.L. 1964, ch. 185, § 1; P.L. 1972, ch. 100, § 3; P.L. 1981, ch. 245, § 1; P.L. 1989, ch. 537, § 1; P.L. 1992, ch. 281, § 1; P.L. 1998, ch. 232, § 1; P.L. 1998, ch. 345, § 1; P.L. 2000, ch. 328, § 1; P.L. 2000, ch. 513, § 1; P.L. 2002, ch. 242, § 1; P.L. 2012, ch. 101, § 1; P.L. 2012, ch. 106, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.1 - Professional Service Corporations › Section 7-5.1-4. - Investments.

§ 7-5.1-4. Investments.
Nothing contained in these provisions is to be interpreted to prohibit any corporation organized under this chapter from investing its funds in real estate, mortgages, stocks, bonds, or any investment not otherwise prohibited by the general corporation law, or from owning real or personal property appropriate to the rendering of professional services.
History of Section.
P.L. 1964, ch. 185, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.1 - Professional Service Corporations › Section 7-5.1-6. - Qualifications of employees.

§ 7-5.1-6. Qualifications of employees.
Every corporation organized under this chapter may render its professional services only through employees who are authorized to practice. However, nothing contained in these provisions is to be interpreted to prohibit any corporation from employing unlicensed persons to perform functions not constituting professional services.
History of Section.
P.L. 1964, ch. 185, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.1 - Professional Service Corporations › Section 7-5.1-7. - Names.

§ 7-5.1-7. Names.
The names of every professional service corporation shall end with the words “professional corporation” or “corporation” or “incorporated” or “limited” or the abbreviations “p.c.” or “pc” or “corp.” or “inc.” or “ltd.”; and that designation in the corporate name constitutes notice to every person or corporation availing himself or herself or itself of the services of any corporation, that it is organized under the provisions of this chapter. However, a corporation organized under this chapter may engage in rendering professional services under a fictitious business name subject to provisions of § 7-1.2-402. Each regulatory agency may impose additional requirements as to the names of corporations organized to render professional services subject to its jurisdiction.
History of Section.
P.L. 1964, ch. 185, § 1; P.L. 1971, ch. 171, § 25; P.L. 1972, ch. 100, § 5; P.L. 2005, ch. 36, § 3; P.L. 2005, ch. 72, § 3.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.1 - Professional Service Corporations › Section 7-5.1-8. - Insurance required.

§ 7-5.1-8. Insurance required.
(a)
Every professional service corporation shall maintain insurance against any liability imposed by law upon the corporation or its employees arising out of the performance of professional services, excluding liability for claims brought about or contributed to by the dishonest, fraudulent, criminal, or malicious acts or omissions of any employee. The insurance shall be maintained in a company lawfully authorized to write insurance in this state and shall be, with respect to each claim, in the aggregate amount of fifty thousand dollars ($50,000) multiplied by the number of professional employees of the corporation as of the policy anniversary date. However, in no case is the coverage to be less than one hundred thousand dollars ($100,000). Not more than five hundred thousand dollars ($500,000) coverage is to be required of any corporation. Any policy for insurance coverage may include a deductible provision in an amount not to exceed twenty-five thousand dollars ($25,000) for each claim multiplied by the number of professional employees of the corporation as of the date of the issuance of the policy.
(b)
Every insurance company shall furnish to the incorporators of each corporation to be insured by it a certificate reciting that application for the insurance has been duly made and that a policy of insurance as required will be issued, the amount of coverage to be provided, and the expiration date of the policy. The incorporators shall file the certificate in the office of the secretary of state at the time of filing the articles of association, and the secretary of state shall not certify the articles of association unless the certificate of insurance has been filed. Subsequently, every insurer shall notify the secretary of state and the insured of the termination of the insurance not more than thirty (30) days nor less than ten (10) days before the effective date of the termination. Upon receipt of the notice, the secretary of state shall inform the appropriate regulatory agency of the notice.
History of Section.
P.L. 1964, ch. 185, § 1; P.L. 1968, ch. 236, § 1; P.L. 1972, ch. 100, § 6; P.L. 1977, ch. 250, § 1; P.L. 1986, ch. 90, § 1; P.L. 2005, ch. 36, § 3; P.L. 2005, ch. 72, § 3.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.1 - Professional Service Corporations › Section 7-5.1-9. - Privileged communications.

§ 7-5.1-9. Privileged communications.
Nothing contained in this chapter requires disclosure, by any employee of a corporation organized under this chapter, of any communication previously privileged from disclosure.
History of Section.
P.L. 1964, ch. 185, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.1 - Professional Service Corporations › Section 7-5.1-10. - Powers of regulatory agency.

§ 7-5.1-10. Powers of regulatory agency.
Nothing contained in this chapter abolishes, repeals, modifies, restricts, or limits the powers of any state regulatory agency, to regulate the conduct of professional services pursuant to law.
History of Section.
P.L. 1964, ch. 185, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.1 - Professional Service Corporations › Section 7-5.1-11. - Severability.

§ 7-5.1-11. Severability.
If any provision of this chapter or the application of any provisions to any person or under any circumstances is held invalid by any court of competent jurisdiction, the invalidity does not affect any other provision or the application of the provision, and it is declared to be the legislative intent that this chapter and the provisions of this chapter would have been enacted if the invalid parts had not been included in the chapter.
History of Section.
P.L. 1964, ch. 185, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.1 - Professional Service Corporations › Section 7-5.1-12. - Short title.

§ 7-5.1-12. Short title.
This chapter may be cited as the “Professional Service Corporation Law”.
History of Section.
P.L. 1964, ch. 185, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.2 - Business Combination Act › Section 7-5.2-1. - Short title.

§ 7-5.2-1. Short title.
This chapter shall be known and may be cited as the “Business Combination Act of 1990”.
History of Section.
P.L. 1990, ch. 138, § 1.