Rhode Island General Laws
Chapter 7-6 - Rhode Island Nonprofit Corporation Act
Section 7-6-70. - Admission of foreign corporation.

§ 7-6-70. Admission of foreign corporation.
(a) No foreign corporation has the right to conduct affairs in this state until it has procured a certificate of authority to do so from the secretary of state. No foreign corporation is entitled to procure a certificate of authority under this chapter to conduct any affairs in this state that a corporation organized under this chapter is prohibited from conducting. A foreign corporation shall not be denied a certificate of authority because of the fact that the laws of the state or country under which the corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in this chapter is construed to authorize this state to regulate the organization or the internal affairs of the corporation.
(b) Without excluding other activities that may not constitute conducting affairs in this state, a foreign corporation is not considered to be conducting affairs in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:
(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement of claims or disputes;
(2) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Creating evidences of debt, mortgages, or liens on real or personal property;
(5) Securing or collecting debts due to it or enforcing any rights in property securing the debts;
(6) Conducting its affairs in interstate commerce;
(7) Granting funds;
(8) Distributing information to its members;
(9) Conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.

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.