§ 7-6-105. Unauthorized assumption of corporate powers.
All persons 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 thereof.
History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-6 - Rhode Island Nonprofit Corporation Act
Section 7-6-3. - Corporations to which this chapter applies.
Section 7-6-5. - General powers.
Section 7-6-6. - Indemnification.
Section 7-6-7. - Guarantee authorized by members.
Section 7-6-8. - Limiting powers of certain corporations.
Section 7-6-9. - Exemption from liability.
Section 7-6-10. - Defense of ultra vires.
Section 7-6-11. - Corporate name.
Section 7-6-11.1. - Reservation of name — Transfer of reserved name.
Section 7-6-12. - Registered office and registered agent.
Section 7-6-13. - Change of registered office or registered agent.
Section 7-6-14. - Service of process on corporation.
Section 7-6-17. - Bylaws and other powers in emergency.
Section 7-6-18. - Meetings of members.
Section 7-6-19. - Notice of members’ meetings.
Section 7-6-22. - Board of directors.
Section 7-6-23. - Number and election of directors.
Section 7-6-24. - Vacancies on board of directors.
Section 7-6-25. - Quorum of directors.
Section 7-6-26.1. - Director conflicts of interest.
Section 7-6-27. - Place and notice of directors’ meetings.
Section 7-6-29. - Removal of officers.
Section 7-6-30. - Books and records.
Section 7-6-31. - Dividends prohibited.
Section 7-6-32. - Loans to directors prohibited.
Section 7-6-33. - Incorporators.
Section 7-6-34. - Articles of incorporation.
Section 7-6-35. - Filing of articles of incorporation.
Section 7-6-36. - Effect of issuance of certificate of incorporation.
Section 7-6-37. - Organization meetings.
Section 7-6-38. - Right to amend articles of incorporation.
Section 7-6-39. - Procedure to amend articles of incorporation.
Section 7-6-40. - Articles of amendment.
Section 7-6-41. - Effectiveness of amendment.
Section 7-6-41.1. - Certificate of correction.
Section 7-6-42. - Restated articles of incorporation.
Section 7-6-43. - Procedure for merger.
Section 7-6-44. - Procedure for consolidation.
Section 7-6-45. - Approval of merger or consolidation.
Section 7-6-46. - Articles of merger or consolidation.
Section 7-6-47. - Effect of merger or consolidation.
Section 7-6-48. - Merger or consolidation of domestic and foreign corporations.
Section 7-6-48.1. - Conversion of other entities to a domestic nonprofit corporation.
Section 7-6-48.2. - Filing of certificate of conversion to corporation (nonprofit).
Section 7-6-48.3. - Conversion of a domestic nonprofit corporation to other entities.
Section 7-6-48.4. - Filing of certificate of conversion to corporation (nonprofit).
Section 7-6-49. - Sale, lease, exchange, or mortgage of assets.
Section 7-6-50. - Voluntary dissolution.
Section 7-6-51. - Distribution of assets.
Section 7-6-52. - Plan of distribution.
Section 7-6-53. - Revocation of voluntary dissolution proceedings.
Section 7-6-54. - Articles of dissolution.
Section 7-6-55. - Filing of articles of dissolution.
Section 7-6-56. - Revocation of certificate of incorporation.
Section 7-6-57. - Issuance of certificate of revocation.
Section 7-6-58. - Withdrawal of certificate of revocation.
Section 7-6-59. - Appeal from revocation of articles of incorporation.
Section 7-6-60. - Jurisdiction of court to liquidate assets and affairs of the corporation.
Section 7-6-61. - Procedure in liquidation of corporation by court.
Section 7-6-62. - Qualification of receivers.
Section 7-6-63. - Filing of claims in liquidation proceedings.
Section 7-6-64. - Discontinuance of liquidation proceedings.
Section 7-6-65. - Decree of involuntary dissolution.
Section 7-6-66. - Filing of decree of dissolution.
Section 7-6-67. - Deposits with general treasurer.
Section 7-6-68. - Survival of remedy after dissolution.
Section 7-6-69. - Continuation of certain corporate powers.
Section 7-6-70. - Admission of foreign corporation.
Section 7-6-71. - Powers of foreign corporation.
Section 7-6-72. - Corporate name of foreign corporation.
Section 7-6-73. - Change of name by foreign corporation.
Section 7-6-74. - Application by foreign corporation for certificate of authority.
Section 7-6-75. - Filing of application by foreign corporation for certificate of authority.
Section 7-6-76. - Effect of certificate of authority by foreign corporation.
Section 7-6-77. - Registered office and registered agent of foreign corporation.
Section 7-6-78. - Change of registered office or registered agent of foreign corporation.
Section 7-6-79. - Service of process on foreign corporation.
Section 7-6-80. - Amendment to articles of incorporation of foreign corporation.
Section 7-6-80.1. - Foreign application for transfer of authority.
Section 7-6-81. - Merger of foreign corporation authorized to conduct affairs in this state.
Section 7-6-82. - Amended certificate of authority.
Section 7-6-83. - Withdrawal of foreign corporation.
Section 7-6-84. - Filing of application for withdrawal.
Section 7-6-85. - Revocation of certificate of authority.
Section 7-6-86. - Issuance of certificate of revocation.
Section 7-6-87. - Withdrawal of certificates of revocation.
Section 7-6-88. - Appeal from revocation of certificate of authority.
Section 7-6-89. - Conducting affairs without certificate of authority.
Section 7-6-90. - Annual report of domestic and foreign corporations.
Section 7-6-91. - Filing of annual report of domestic and foreign corporations.
Section 7-6-92. - Fees for filing documents and issuing certificates.
Section 7-6-93. - Miscellaneous charges.
Section 7-6-94. - Penalties imposed upon corporation.
Section 7-6-95. - Penalties imposed upon directors and officers.
Section 7-6-96. - Interrogatories by secretary of state.
Section 7-6-97. - Information disclosed by interrogatories.
Section 7-6-98. - Powers of secretary of state.
Section 7-6-99. - Appeal from secretary of state.
Section 7-6-100. - Certificates and certified copies to be received in evidence.
Section 7-6-101. - Forms to be furnished by secretary of state.
Section 7-6-102. - Greater voting requirements.
Section 7-6-103. - Waiver of notice.
Section 7-6-104. - Action by incorporators, members, or directors without a meeting.
Section 7-6-105. - Unauthorized assumption of corporate powers.
Section 7-6-106. - Reservation of power.
Section 7-6-107. - Effect of repeal of prior chapters.
Section 7-6-108. - Effect of invalidity of part of this chapter.