§ 7-6-13. Change of registered office or registered agent.
(a) A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state a statement stating:
(1) The name of the corporation;
(2) The address of its then-registered office;
(3) If the address of its registered office 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) That the address of its registered office and the address of the office of its registered agent, as changed, will be identical;
(7) That the change was authorized by a duly adopted resolution by its board of directors.
(b) The statement shall be executed by the corporation by its president or a vice president and delivered to the secretary of state. If the secretary of state finds that the statement conforms to the provisions of this chapter, the secretary of state shall file the statement in the secretary of state’s office, and upon filing, the change of address of the registered office, or the appointment of a new registered agent, or both, becomes effective.
(c) Any registered agent of a corporation may resign as the agent upon filing a written notice of resignation, executed in duplicate, with the secretary of state, who shall immediately mail a copy of it to the corporation in care of an officer, who is not the resigning registered agent, at the address of the officer as shown by the most recent annual report of the corporation. 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, her, or its business address to another place within the state, the registered agent may change the address and the address of the registered office of any corporations of which the registered agent is registered agent by filing a statement as required in this section except that it need be signed only by the registered agent and need not be responsive to subsection (a)(5) or (a)(7) and must recite that a copy of the statement has been mailed to each corporation.
History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
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.