Rhode Island General Laws
Chapter 7-6 - Rhode Island Nonprofit Corporation Act
Section 7-6-58. - Withdrawal of certificate of revocation.

§ 7-6-58. Withdrawal of certificate of revocation.
(a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-6-57, the secretary of state may withdraw the certificate of revocation and reinstate the corporation in good standing:
(1) Upon filing by the corporation of the documents it had previously failed to file as set forth in § 7-6-56(a)(3) — (a)(6); and
(2) Upon the payment by the corporation of a penalty in the amount of twenty-five dollars ($25.00) for each year or part of a year that has elapsed since the issuance of the certificate of revocation.
(b) If as permitted by § 7-6-11(b)(2) another corporation, whether business or nonprofit, 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 in a name that is the same as the name of a corporation regarding which the certificate of revocation is proposed to be withdrawn, the secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated corporation’s amending its articles of incorporation so as to designate a name that 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 re-vested in the corporation without further act or deed.
History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1989, ch. 380, § 1; P.L. 2000, ch. 70, § 2; P.L. 2000, ch. 354, § 2; P.L. 2003, ch. 247, § 2; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2018, ch. 346, § 6; P.L. 2021, ch. 385, § 2, effective July 13, 2021; P.L. 2021, ch. 386, § 2, effective July 13, 2021.

Structure Rhode Island General Laws

Rhode Island General Laws

Title 7 - Corporations, Associations and Partnerships

Chapter 7-6 - Rhode Island Nonprofit Corporation Act

Section 7-6-1. - Short title.

Section 7-6-2. - Definitions.

Section 7-6-3. - Corporations to which this chapter applies.

Section 7-6-4. - Purposes.

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 7-6-15. - Members.

Section 7-6-16. - Bylaws.

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 7-6-20. - Voting.

Section 7-6-21. - Quorum.

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. - Committees.

Section 7-6-26.1. - Director conflicts of interest.

Section 7-6-27. - Place and notice of directors’ meetings.

Section 7-6-28. - Officers.

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.