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 10 - Merger; Conversion › Section 7-1.2-1005. - Effect of merger.

§ 7-1.2-1005. Effect of merger.
(a)
A merger becomes effective upon the issuance of a certificate of merger by the secretary of state or on a later date as is stated in the plan.
(b)
When a merger becomes effective:
(1)
The several corporations, parties to the plan of merger, are a single corporation, which is that corporation designated in the plan of merger as the surviving or new corporation.
(2)
The separate existence of all corporations, parties to the plan of merger, except the surviving or new corporation, ceases.
(3)
The surviving or new corporation has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a corporation organized under this chapter.
(4)
The surviving or new corporation at that time and subsequently possesses all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging corporations; and all property, real, personal, and mixed, all debts due on whatever account, including subscriptions to shares, all other choses in action, and all and every other interest of or belonging to or due to each of the corporations merged, is taken and deemed to be transferred to and vested in the single corporation without further act or deed; and the title to any real estate, or any interest in real estate, vested in any of the corporations does not revert or is in any way impaired because of the merger.
(5)
The surviving or new corporation is subsequently responsible and liable for all the liabilities and obligations of each of the corporations merged or consolidated; and any claim existing or action or proceeding pending by or against any of the corporations may be prosecuted as if the merger had not taken place, or the surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any corporation is impaired by the merger.
(6)
The articles of incorporation of the surviving corporation are deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; or, in the case of a new corporation, the statements in the articles of merger which are required or permitted to be stated in the articles of incorporation of corporations organized under this chapter are deemed to be the original articles of incorporation of the new corporation.
(7)
The shares of the corporation or corporations party to the plan that are, under the terms of the plan, to be converted or exchanged, cease to exist, and the holders of the shares are entitled only to the shares, obligations, other securities, cash, or other property into which they have been converted or for which they have been exchanged in accordance with the plan, subject to any rights under § 7-1.2-1201.
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 10 - Merger; Conversion › Section 7-1.2-1006. - Merger of domestic and foreign corporations or other business entities.

§ 7-1.2-1006. Merger of domestic and foreign corporations or other business entities.
(a)
One or more foreign corporations or other domestic or foreign business entities, and one or more domestic corporations may be merged in the following manner, if the merger is permitted by the laws of the state under which each foreign corporation or other business entity, is organized:
(1)
Each domestic corporation shall comply with the provisions of this chapter with respect to the merger of domestic corporations, and each foreign corporation or other business entity, shall comply with the applicable provisions of the laws of the state under which it is organized.
(2)
If the surviving or new corporation, or other business entity, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations (or in the case of other business entities, such chapter of the Rhode Island general laws relating to such other business entities) if it is to transact business in this state, and in every case it shall file with the secretary of state of this state:
(i)
An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of any domestic corporation against the surviving or new corporation;
(ii)
An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any proceeding; and
(iii)
An agreement that it will promptly pay to the dissenting shareholders of any domestic corporation the amount, if any, to which they are entitled under the provisions of this chapter regarding the rights of dissenting shareholders.
(b)
The effect of the merger is the same as in the case of the merger of domestic corporations, if the surviving or new corporation or other business entity is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of the merger is the same as in the case of the merger of domestic corporations except insofar as the laws of the other state provide otherwise.
(c)
At any time prior to the filing of the articles of merger, the merger may be abandoned pursuant to provisions for abandonment, if any, stated in the plan of merger.
(d)
As used in this section, “other business entity” means a business trust or association, a real estate investment trust, a common-law trust, a limited liability company or an unincorporated business, including a partnership, whether general or limited.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2007, ch. 96, § 1; P.L. 2007, ch. 110, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 11 - Dispositions › Section 7-1.2-1101. - Sale of assets in regular course of business and mortgage or pledge of assets.

§ 7-1.2-1101. Sale of assets in regular course of business and mortgage or pledge of assets.
The sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business, and the mortgage or pledge of any or all property and assets of a corporation, whether or not in the usual and regular course of business, may be made upon terms and conditions and for any consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as is authorized by its board of directors; and in any case no authorization or consent of the shareholders is required.
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 12 - Dissenters’ Rights › Section 7-1.2-1201. - Right of shareholders to dissent.

§ 7-1.2-1201. Right of shareholders to dissent.
(a)
Any shareholder of a corporation has the right to dissent from any of the following corporate actions:
(1)
Any plan of merger to which the corporation is a party, provided articles of merger have been filed in connection with the transaction under § 7-1.2-1003, unless the corporation is the surviving corporation in a merger and the approval of its shareholders was not required by virtue of the provisions of either § 7-1.2-1002 or § 7-1.2-1004; or
(2)
Any sale or exchange of all or substantially all of the property and assets of a corporation which requires the approval of the shareholders under § 7-1.2-1102.
(b)
A shareholder may not dissent as to less than all of the shares registered in his or her name which are owned beneficially by him or her. A nominee or fiduciary may not dissent on behalf of any beneficial owner as to less than all of the shares of the owner registered in the name of the nominee or fiduciary.
(c)
Unless otherwise provided in the articles of incorporation of the issuing corporation, there is no right to dissent for the holders of the shares of any class or series which, on the date fixed to determine the shareholders entitled to receive notice of the proposed transaction (or a copy of the agreement of merger under § 7-1.2-1004), were:
(1)
Registered on a national securities exchange or included as national market securities in the national association of securities dealers automated quotations system or any successor national market system; or
(2)
Held of record by not less than two thousand (2,000) shareholders.
(d)
A shareholder entitled to the right to dissent under this section may not challenge a completed corporate action for which the right to dissent is available unless such corporate action:
(1)
Was not effectuated in accordance with the applicable provisions of this chapter or the corporation’s articles of incorporation, bylaws or board of directors’ resolution authorizing the corporate action; or
(2)
Was procured as a result of fraud or material misrepresentation.
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 13 - Dissolution and Revocation › Section 7-1.2-1301. - Voluntary dissolution by incorporators.

§ 7-1.2-1301. Voluntary dissolution by incorporators.
(a)
A corporation that has not commenced business and that has not issued any shares, may be voluntarily dissolved by its incorporators at any time in the following manner:
(1)
Articles of dissolution are executed by a majority of the incorporators, and verified by them, and state:
(i)
The name of the corporation;
(ii)
The date of issuance of its certificate of incorporation;
(iii)
That none of its shares have been issued;
(iv)
That the corporation has not commenced business;
(v)
That the amount, if any, actually paid in on subscriptions for its shares, less any part of the amount disbursed for necessary expenses, has been returned to those entitled to it;
(vi)
That no debts of the corporation remain unpaid; and
(vii)
That a majority of the incorporators elect that the corporation be dissolved.
(2)
The original articles of dissolution are delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees and taxes have been paid:
(i)
Endorse on the original the word “Filed”, and the month, day, and year of the filing;
(ii)
File the original in his or her office; and
(iii)
Issue a certificate of dissolution.
(3)
If the corporation is dissolved prior to the effective date stated on the articles of incorporation, no taxes shall be due.
(b)
The certificate of dissolution is delivered to the incorporators or their representative. Upon the issuance of the certificate of dissolution by the secretary of state, the existence of the corporation 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. 2007, ch. 95, § 1; P.L. 2007, ch. 111, § 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 13 - Dissolution and Revocation › Section 7-1.2-1302. - Voluntary dissolution by consent of shareholders.

§ 7-1.2-1302. Voluntary dissolution by consent of shareholders.
(a)
A corporation may be voluntarily dissolved by the written consent of all of its shareholders entitled to vote thereon.
(b)
Upon the adoption of the resolution:
(1)
The corporation shall immediately deliver notice of the adoption of such resolution to each known creditor of the corporation.
(2)
The corporation shall proceed to collect its assets, sell or otherwise dispose of those of its properties that are not to be distributed in kind to its shareholders, pay, satisfy, and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the corporation distributes the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests.
(3)
The corporation, at any time during the liquidation of its business and affairs, may apply to a court of competent jurisdiction within the state and county in which the registered office or principal place of business of the corporation is situated, to have the liquidation continued under the supervision of the court as provided in this chapter.
(c)
Upon the completion of the actions set forth in subsection (b) of this section, the corporation shall execute and file articles of dissolution in accordance with the provisions of §§ 7-1.2-1308 and 7-1.2-1309.
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. 98, § 1; P.L. 2007, ch. 107, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 13 - Dissolution and Revocation › Section 7-1.2-1303. - Voluntary dissolution by act of corporation.

§ 7-1.2-1303. Voluntary dissolution by act of corporation.
A corporation may be dissolved by the act of the corporation, when authorized in the following manner:
(1)
The board of directors adopts a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of the shareholders, which may be either an annual or a special meeting.
(2)
Written notice is given to each shareholder entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders, and, whether the meeting is an annual or special meeting, states that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation.
(3)
At the meeting a vote of shareholders entitled to vote at the meeting is taken on a resolution to dissolve the corporation. The resolution is adopted upon receiving the affirmative vote of the holders of a majority of the shares of the corporation entitled to vote on the resolution, unless any class of shares is entitled to vote on the resolution as a class, in which event approval of the resolution also requires the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote as a class and of the total shares entitled to vote on the resolution.
(4)
The corporation shall immediately deliver notice of the adoption of such resolution by a vote of the shareholders to each known creditor of the corporation.
(5)
The corporation shall proceed to collect its assets, sell or otherwise dispose of those of its properties that are not to be distributed in kind to its shareholders, pay, satisfy, and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the corporation distributes the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests.
(6)
The corporation, at any time during the liquidation of its business and affairs, may apply to a court of competent jurisdiction within the state and county in which the registered office or principal place of business of the corporation is situated, to have the liquidation continued under the supervision of the court as provided in this chapter.
(7)
Upon the completion of actions set forth in subsections (1) — (6) of this section, the corporation shall execute and file articles of dissolution in accordance with the provisions of §§ 7-1.2-1308 and 7-1.2-1309.
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. 98, § 1; P.L. 2007, ch. 107, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 13 - Dissolution and Revocation › Section 7-1.2-1304. - Revocation of voluntary dissolution proceedings by consent of shareholders.

§ 7-1.2-1304. Revocation of voluntary dissolution proceedings by consent of shareholders.
(a)
By the written consent of all of its shareholders entitled to vote thereon, a corporation may, within one hundred twenty (120) days of its effective date of the articles of dissolution, revoke voluntary dissolution proceedings previously taken, in the following manner:
(b)
Upon the execution of the written consent, a statement of revocation of voluntary dissolution proceedings is executed by the corporation by its authorized representative. The statement proclaims:
(1)
The name of the corporation.
(2)
The names and respective addresses of its officers.
(3)
The names and respective addresses of its directors.
(4)
A copy of the written consent signed by all shareholders of the corporation revoking the voluntary dissolution proceedings.
(5)
That the written consent has been signed by all shareholders entitled to vote thereon of the corporation or signed in their names by their authorized attorneys.
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 13 - Dissolution and Revocation › Section 7-1.2-1305. - Revocation of voluntary dissolution proceedings by act of corporation.

§ 7-1.2-1305. Revocation of voluntary dissolution proceedings by act of corporation.
By the act of the corporation, a corporation may, at any time within one hundred twenty (120) days of its effective date of the articles of dissolution, revoke voluntary dissolution proceedings previously taken, in the following manner:
(a)
The board of directors adopts a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a special meeting of shareholders.
(b)
Written notice, stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, is given to each shareholder entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of special meetings of shareholders.
(c)
At the meeting, a vote of the shareholders entitled to vote at the meeting is taken on a resolution to revoke the voluntary dissolution proceedings, which requires for its adoption the affirmative vote of the holders of a majority of the shares entitled to vote on the resolution.
(d)
Upon the adoption of the resolution, a statement of revocation of voluntary dissolution proceedings is executed by the corporation by its authorized representative. The statement proclaims:
(1)
The name of the corporation.
(2)
The names and respective addresses of its officers.
(3)
The names and respective addresses of its directors.
(4)
A copy of the resolution adopted by the shareholders revoking the voluntary dissolution proceedings.
(5)
The number of shares outstanding.
(6)
The number of shares voted for and against the resolution, respectively.
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 13 - Dissolution and Revocation › Section 7-1.2-1306. - Filing of statement of revocation of voluntary dissolution proceedings.

§ 7-1.2-1306. Filing of statement of revocation of voluntary dissolution proceedings.
The statement of revocation of voluntary dissolution proceedings, whether by consent of shareholders or by act of the corporation, is delivered to the secretary of state. If the secretary of state finds that the statement conforms to law, the secretary of state shall, when all fees and franchise taxes have been paid:
(a)
Endorse on the original the word “Filed”, and the month, day, and year of the filing.
(b)
File the original in his or her office.
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 13 - Dissolution and Revocation › Section 7-1.2-1307. - Effect of statement of revocation of voluntary dissolution proceedings.

§ 7-1.2-1307. Effect of statement of revocation of voluntary dissolution proceedings.
(a)
Upon the filing by the secretary of state of a statement of revocation of voluntary dissolution proceedings, whether by consent of its shareholders or by act of the corporation, the revocation of the voluntary dissolution proceedings becomes effective and the corporation may again carry on its business.
(b)
Revocation of dissolution is effective upon the effective date of the statement of revocation of voluntary dissolution.
(c)
When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred, except as subsequently provided.
(d)
If, as permitted by the provisions of this title, another corporation, whether business or nonprofit, limited partnership, limited liability partnership or limited liability company, 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 which is not distinguishable upon the records of the secretary of state from the name of a corporation with respect to which the certificate of voluntary dissolution is proposed to be withdrawn, then the secretary of state shall condition effectiveness of the statement of revocation of voluntary dissolution upon the amendment by the corporation of 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.
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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 13 - Dissolution and Revocation › Section 7-1.2-1308. - Articles of dissolution.

§ 7-1.2-1308. Articles of dissolution.
The corporation shall execute articles of dissolution by its authorized officer. The statement proclaims:
(a)
The name of the corporation.
(b)
That all debts, obligations, and liabilities of the corporation have been paid, discharged or have been subject to a completed bankruptcy proceeding under Title 11 of the U.S. Code.
(c)
That all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests.
(d)
That there are not suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending suit.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2014, ch. 485, § 1; P.L. 2014, ch. 511, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 13 - Dissolution and Revocation › Section 7-1.2-1309. - Filing of articles of dissolution.

§ 7-1.2-1309. Filing of articles of dissolution.
(a)
The articles of dissolution are delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees 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 dissolution.
(b)
The certificate of dissolution is delivered to the representative of the dissolved corporation. Upon the issuance of the certificate of dissolution the existence of the corporation ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by shareholders, directors, and officers as provided in 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. 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 13 - Dissolution and Revocation › Section 7-1.2-1311. - Issuance of certificates of revocation.

§ 7-1.2-1311. Issuance of certificates of revocation.
(a)
Upon revoking any certificate of incorporation, the secretary of state shall:
(1)
Issue a certificate of revocation;
(2)
File the certificate in his or her office; and
(3)
Send to the corporation by regular mail a copy of 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 office of the corporation in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation 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 domestic corporation which has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, 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.
(c)
Notwithstanding anything to the contrary, the issuance of a certificate of revocation of a corporation does not terminate the authority of its registered agent.
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 13 - Dissolution and Revocation › Section 7-1.2-1312. - Withdrawal of certificate of revocation.

§ 7-1.2-1312. Withdrawal of certificate of revocation.
(a)
Within twenty (20) years after issuing a certificate of revocation as provided in § 7-1.2-1311, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the corporation in good standing as if its articles 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 subdivisions (3) — (6) of § 7-1.2-1310(a);
(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) of this section, 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 articles of incorporation is 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. 2006, ch. 163, § 1; P.L. 2006, ch. 188, § 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 13 - Dissolution and Revocation › Section 7-1.2-1313. - Appeal from revocation of articles of incorporation.

§ 7-1.2-1313. Appeal from revocation of articles of incorporation.
Any corporation aggrieved by the action of the secretary of state in revoking its articles of incorporation may appeal the action in the manner provided in § 7-1.2-1601.
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 13 - Dissolution and Revocation › Section 7-1.2-1315. - Avoidance of dissolution by share buyout.

§ 7-1.2-1315. Avoidance of dissolution by share buyout.
Whenever a petition for dissolution of a corporation is filed by one or more shareholders (subsequently in this section referred to as the “petitioner”) pursuant to either § 7-1.2-1314 or a right to compel dissolution which is authorized under § 7-1.2-1701 or is otherwise valid, one or more of its other shareholders may avoid the dissolution by filing with the court prior to the commencement of the hearing, or, in the discretion of the court, at any time prior to a sale or other disposition of the assets of the corporation, an election to purchase the shares owned by the petitioner at a price equal to their fair value. If the shares are to be purchased by other shareholders, notice must be sent to all shareholders of the corporation other than the petitioner, giving them an opportunity to join in the election to purchase the shares. If the parties are unable to reach an agreement as to the fair value of the shares, the court shall, upon the giving of a bond or other security sufficient to assure to the petitioner payment of the value of the shares, stay the proceeding and determine the value of the shares, in accordance with the procedure set forth in § 7-1.2-1202, as of the close of business on the day on which the petition for dissolution was filed. Upon determining the fair value of the shares, the court shall state in its order directing that the shares be purchased, the purchase price and the time within which the payment is to be made, and may decree any other terms and conditions of sale that it determines to be appropriate, including payment of the purchase price in installments extending over a period of time, and, if the shares are to be purchased by shareholders, the allocation of shares among shareholders electing to purchase them, which, so far as practicable, are to be proportional to the number of shares previously owned. The petitioner is entitled to interest, at the rate on judgments in civil actions, on the purchase price of the shares from the date of the filing of the election to purchase the shares, and all other rights of the petitioner as owner of the shares terminate on that date. The costs of the proceeding, which include reasonable compensation and expenses of appraisers but not fees and expenses of counsel or of experts retained by a party, will be allocated between or among the parties as the court determines. Upon full payment of the purchase price, under the terms and conditions specified by the court, or at any other time that is ordered by the court, the petitioner shall transfer the shares to the purchaser.
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 13 - Dissolution and Revocation › Section 7-1.2-1317. - Bond of receivers.

§ 7-1.2-1317. Bond of receivers.
A receiver shall in all cases give any bond that the court directs with any sureties that the court requires.
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 13 - Dissolution and Revocation › Section 7-1.2-1318. - Filing of claims in liquidation proceedings.

§ 7-1.2-1318. Filing of claims in liquidation proceedings.
In proceedings to liquidate the assets and business of a corporation, the court may require all creditors of the corporation to file with the receiver, in any form that the court prescribes, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which is not to be less than four (4) months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that is to be given to creditors and claimants of the fixed date. Prior to the fixed date, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the fixed date may be barred, by court order, from participating in the distribution of the assets of the 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 13 - Dissolution and Revocation › Section 7-1.2-1319. - Discontinuance of liquidation proceedings.

§ 7-1.2-1319. Discontinuance of liquidation proceedings.
The liquidation of the assets and business of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In the event that the court dismisses the proceedings, it shall direct the receiver to redeliver to the corporation all its remaining property and assets, and shall order any notice to creditors that the court deems proper under the circumstances.
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 13 - Dissolution and Revocation › Section 7-1.2-1320. - Decree of involuntary dissolution.

§ 7-1.2-1320. Decree of involuntary dissolution.
In proceedings to liquidate the assets and business of a corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed to its shareholders, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, all the property and assets have been applied as far as they will go to their payment, the court shall enter a decree dissolving the corporation, at which time the existence of the corporation ceases.
History of Section.
P.L. 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 13 - Dissolution and Revocation › Section 7-1.2-1321. - Filing of decree of dissolution.

§ 7-1.2-1321. Filing of decree of dissolution.
In case the court enters a decree dissolving a corporation, it is the duty of the clerk of the court to file a certified copy of the decree with the secretary of state. There is no fee charged by the secretary of state for that filing.
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 13 - Dissolution and Revocation › Section 7-1.2-1322. - Deposit with state treasury of amount due certain shareholders.

§ 7-1.2-1322. Deposit with state treasury of amount due certain shareholders.
Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a creditor or shareholder who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, will be reduced to cash and deposited with the general treasury and paid over to the creditor or shareholder or to his or her legal representative upon satisfactory proof to the general treasury of his or her right to the payment.
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 13 - Dissolution and Revocation › Section 7-1.2-1323. - Jurisdiction of court to appoint a receiver.

§ 7-1.2-1323. Jurisdiction of court to appoint a receiver.
Upon the establishment of any of the grounds for liquidation of the assets and business of
(1)
A domestic corporation or
(2)
A foreign corporation, to the extent the foreign corporation has assets within the state, stated in § 7-1.2-1314, and upon the establishment that the liquidation would not be appropriate, the superior court has full power to appoint a receiver, with any powers and duties that the court, from time to time, directs, and to take any other proceedings that the court deems advisable under the circumstances. The provisions of §§ 7-1.2-1314 — 7-1.2-1322, insofar as they are consistent with the nature of the proceeding, apply to the proceeding, and in the proceeding the court has the full powers of a court of equity to make or enter any orders, injunctions, and decrees and grant any other relief in the proceeding that justice and equity require.
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 13 - Dissolution and Revocation › Section 7-1.2-1324. - Survival of remedy after dissolution.

§ 7-1.2-1324. Survival of remedy after dissolution.
The dissolution of a corporation either:
(a)
By the issuance of a certificate of dissolution by the secretary of state; or
(b)
By a decree of court when the court has not liquidated the assets and business of the corporation as provided in this chapter; or
(c)
By expiration of its period of duration; does not take away or impair any remedy available to or against the corporation, its directors, officers, or shareholders, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding on the right, claim, or liability is commenced within two (2) years after the date of the dissolution. Any action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have power to take any corporate or other action that is appropriate to protect the remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, the corporation may amend its articles of incorporation at any time during the period of two (2) years so as to extend its period of duration.
History of Section.
P.L. 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 13 - Dissolution and Revocation › Section 7-1.2-1325. - Continuation of certain corporate powers.

§ 7-1.2-1325. Continuation of certain corporate powers.
Any corporation dissolved in any manner under this chapter or any corporation whose existence is terminated under § 44-12-8 or any corporation whose articles of incorporation are revoked by the secretary of state under § 7-1.2-1310 nevertheless continues for five (5) years after the date of the dissolution, termination, or revocation for the purpose of enabling it to settle and close its affairs, to dispose of and convey its property, to discharge its liabilities, and to distribute its assets, but not for the purpose of continuing the business for which it was organized. The shareholders, directors, and officers have power to take any corporate or other action that is appropriate to carry out the purposes of this section.
History of Section.
P.L. 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 7-1.2-1402. - Powers of foreign corporation.

§ 7-1.2-1402. Powers of foreign corporation.
A foreign corporation which has received a certificate of authority under this chapter, until a certificate of revocation or of withdrawal has been issued as provided in this chapter, enjoys the same, but no greater, rights and privileges as a domestic corporation organized for the purposes stated in the application pursuant to which the certificate of authority is issued; and, except as otherwise provided in this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or subsequently imposed upon a domestic corporation of like character.
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 7-1.2-1403. - Corporate name of foreign corporation.

§ 7-1.2-1403. Corporate name of foreign corporation.
The secretary of state shall not issue a certificate of authority or amended certificate of authority to a foreign corporation unless the corporate name of the corporation:
(a)
Contains the word “corporation”, “company”, “incorporated”, or “limited”, or contains an abbreviation of one of these words, or the corporation, for use in this state, adds at the end of its name one of the words or an abbreviation of the word.
(b)
Does not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles or certificate of incorporation or that it is authorized or empowered to conduct the business of any types prohibited by § 7-1.2-301.
(c)
Is 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 title, subject to the following:
(1)
This provision does not apply if the foreign corporation applying for a certificate of authority files with the secretary of state any one of the following:
(i)
A fictitious business name statement pursuant to § 7-1.2-402; or
(ii)
A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the foreign corporation to the use of the name in this state; and
(2)
The name may be the same as the name of a corporation or other association, the articles of incorporation or organization of which has been revoked by the secretary of state and the revocation has not been withdrawn within one year from the date of the revocation.
(3)
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.
(4)
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. 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 14 - Foreign Corporations › Section 7-1.2-1404. - Change of name by foreign corporation.

§ 7-1.2-1404. Change of name by foreign corporation.
Whenever a foreign corporation which is authorized to transact business in this state changes its name to one that does not satisfy the requirements of § 7-1.2-1403, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 7-1.2-1403 and obtains an amended certificate of authority under § 7-1.2-1411.
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.