Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-1.2 - Rhode Island Business Corporation Act

Section 7-1.2-501. - Registered office and registered agent — Designation of registered agent without authority. - § 7-1.2-501. Registered office and registered agent — Designation of...

Section 7-1.2-502. - Change of registered office or registered agent. - § 7-1.2-502. Change of registered office or registered agent. (a)...

Section 7-1.2-503. - Service of process on corporation. - § 7-1.2-503. Service of process on corporation. (a) The registered...

Part 6 - Shares Issuance and Distributions

Section 7-1.2-601. - Right of corporation to acquire, dispose of and cancel its own shares. - § 7-1.2-601. Right of corporation to acquire, dispose of and...

Section 7-1.2-602. - Authorized shares — Shares in classes or series — Issuance of shares. - § 7-1.2-602. Authorized shares — Shares in classes or series...

Section 7-1.2-603. - Subscription for shares. - § 7-1.2-603. Subscription for shares. (a) A subscription for shares...

Section 7-1.2-604. - Issuance of and consideration for shares. - § 7-1.2-604. Issuance of and consideration for shares. (a) Shares...

Section 7-1.2-605. - Par value per share. - § 7-1.2-605. Par value per share. Solely for the purpose...

Section 7-1.2-606. - Share rights and options. - § 7-1.2-606. Share rights and options. Subject to any provisions...

Section 7-1.2-607. - Expenses of organization, reorganization and financing. - § 7-1.2-607. Expenses of organization, reorganization and financing. The reasonable...

Section 7-1.2-608. - Form and content of certificates. - § 7-1.2-608. Form and content of certificates. (a) The shares...

Section 7-1.2-609. - Share transfer and ownership restrictions. - § 7-1.2-609. Share transfer and ownership restrictions. (a) The shares...

Section 7-1.2-610. - Fractional shares. - § 7-1.2-610. Fractional shares. (a) A corporation may: (1) Issue...

Section 7-1.2-611. - Bonds — Facsimile signatures and seals. - § 7-1.2-611. Bonds — Facsimile signatures and seals. The seal...

Section 7-1.2-612. - Liability of subscribers and shareholders. - § 7-1.2-612. Liability of subscribers and shareholders. (a) A holder...

Section 7-1.2-613. - Shareholder’s preemptive rights. - § 7-1.2-613. Shareholder’s preemptive rights. (a) Except to the extent...

Section 7-1.2-614. - Distributions to shareholders. - § 7-1.2-614. Distributions to shareholders. (a) Distributions of other than...

Part 7 - Shareholders

Section 7-1.2-701. - Meetings of shareholders. - § 7-1.2-701. Meetings of shareholders. (a) Meetings of shareholders may...

Section 7-1.2-702. - Notice to shareholders. - § 7-1.2-702. Notice to shareholders. (a) Any notice to shareholders...

Section 7-1.2-703. - Closing of transfer books and fixing record date. - § 7-1.2-703. Closing of transfer books and fixing record date....

Section 7-1.2-704. - Voting list. - § 7-1.2-704. Voting list. (a) After fixing a record date...

Section 7-1.2-705. - Quorum of shareholders required for shareholders’ action. - § 7-1.2-705. Quorum of shareholders required for shareholders’ action. (a)...

Section 7-1.2-706. - Greater voting requirements. - § 7-1.2-706. Greater voting requirements. Whenever, with respect to any...

Section 7-1.2-707. - Action by shareholders without a meeting. - § 7-1.2-707. Action by shareholders without a meeting. (a) Any...

Section 7-1.2-708. - Voting of shares. - § 7-1.2-708. Voting of shares. (a) Each outstanding share, regardless...

Section 7-1.2-709. - Voting trusts and agreements among shareholders. - § 7-1.2-709. Voting trusts and agreements among shareholders. (a) Any...

Section 7-1.2-710. - Voting and inspection rights of bondholders and debenture holders. - § 7-1.2-710. Voting and inspection rights of bondholders and debenture...

Section 7-1.2-711. - Actions by shareholders. - § 7-1.2-711. Actions by shareholders. (a) Definitions. In this section:...

Part 8 - Directors and Officers

Section 7-1.2-801. - Board of directors. - § 7-1.2-801. Board of directors. (a) Except as may be...

Section 7-1.2-802. - Number and election of directors. - § 7-1.2-802. Number and election of directors. The board of...

Section 7-1.2-803. - Classification of directors. - § 7-1.2-803. Classification of directors. When the board of directors...

Section 7-1.2-804. - Vacancies. - § 7-1.2-804. Vacancies. Any vacancy occurring in the board of...

Section 7-1.2-805. - Removal of directors. - § 7-1.2-805. Removal of directors. (a) Any or all of...

Section 7-1.2-806. - Quorum of directors. - § 7-1.2-806. Quorum of directors. A majority of the number...

Section 7-1.2-807. - Director and officer conflicts of interest. - § 7-1.2-807. Director and officer conflicts of interest. (a) No...

Section 7-1.2-808. - Executive and other committees. - § 7-1.2-808. Executive and other committees. Unless otherwise restricted or...

Section 7-1.2-809. - Place, notice, and form of notice of directors’ and committee meetings. - § 7-1.2-809. Place, notice, and form of notice of directors’...

Section 7-1.2-810. - Action by directors without a meeting. - § 7-1.2-810. Action by directors without a meeting. Unless otherwise...

Section 7-1.2-811. - Liability of directors in certain cases. - § 7-1.2-811. Liability of directors in certain cases. (a) In...

Section 7-1.2-812. - Officers. - § 7-1.2-812. Officers. (a) The officers of a corporation consist...

Section 7-1.2-813. - Resignation and removal of officers. - § 7-1.2-813. Resignation and removal of officers. An officer may...

Section 7-1.2-814. - Indemnification. - § 7-1.2-814. Indemnification. (a) Definitions. As used in this section:...

Part 9 - Amendment of Articles of Incorporation

Section 7-1.2-901. - Right to amend articles of incorporation. - § 7-1.2-901. Right to amend articles of incorporation. A corporation...

Section 7-1.2-902. - Right to amend legislative charters. - § 7-1.2-902. Right to amend legislative charters. Any corporation created...

Section 7-1.2-903. - Procedure to amend articles of incorporation. - § 7-1.2-903. Procedure to amend articles of incorporation. (a) Amendments...

Section 7-1.2-904. - Class voting on amendments. - § 7-1.2-904. Class voting on amendments. (a) Except as otherwise...

Section 7-1.2-905. - Articles of amendment. - § 7-1.2-905. Articles of amendment. (a) The corporation may amend...

Section 7-1.2-906. - Restated articles of incorporation. - § 7-1.2-906. Restated articles of incorporation. (a) The corporation may...

Section 7-1.2-907. - Amendment of articles of incorporation in reorganization proceedings. - § 7-1.2-907. Amendment of articles of incorporation in reorganization proceedings....

Part 10 - Merger; Conversion

Section 7-1.2-1001. - Procedure for merger. - § 7-1.2-1001. Procedure for merger. (a) Any two (2) or...

Section 7-1.2-1002. - Approval by shareholders of merger. - § 7-1.2-1002. Approval by shareholders of merger. (a) The board...

Section 7-1.2-1003. - Articles of merger. - § 7-1.2-1003. Articles of merger. (a) Upon approval, articles of...

Section 7-1.2-1004. - Merger of subsidiary corporation. - § 7-1.2-1004. Merger of subsidiary corporation. (a) Any corporation owning...

Section 7-1.2-1005. - Effect of merger. - § 7-1.2-1005. Effect of merger. (a) A merger becomes effective...

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...

Section 7-1.2-1007. - Conversion of other entities to a domestic corporation. - § 7-1.2-1007. Conversion of other entities to a domestic corporation....

Section 7-1.2-1008. - Conversion of a domestic corporation to other entities. - § 7-1.2-1008. Conversion of a domestic corporation to other entities....

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...

Section 7-1.2-1102. - Sale of assets other than in regular course of business. - § 7-1.2-1102. Sale of assets other than in regular course...

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...

Section 7-1.2-1202. - Rights of dissenting shareholders. - § 7-1.2-1202. Rights of dissenting shareholders. (a) Any shareholder electing...

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...

Section 7-1.2-1302. - Voluntary dissolution by consent of shareholders. - § 7-1.2-1302. Voluntary dissolution by consent of shareholders. (a) A...

Section 7-1.2-1303. - Voluntary dissolution by act of corporation. - § 7-1.2-1303. Voluntary dissolution by act of corporation. A corporation...

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...

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...

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...

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...

Section 7-1.2-1308. - Articles of dissolution. - § 7-1.2-1308. Articles of dissolution. The corporation shall execute articles...

Section 7-1.2-1309. - Filing of articles of dissolution. - § 7-1.2-1309. Filing of articles of dissolution. (a) The articles...

Section 7-1.2-1310. - Revocation of articles of incorporation. - § 7-1.2-1310. Revocation of articles of incorporation. (a) The articles...

Section 7-1.2-1311. - Issuance of certificates of revocation. - § 7-1.2-1311. Issuance of certificates of revocation. (a) Upon revoking...

Section 7-1.2-1312. - Withdrawal of certificate of revocation. - § 7-1.2-1312. Withdrawal of certificate of revocation. (a) Within twenty...

Section 7-1.2-1313. - Appeal from revocation of articles of incorporation. - § 7-1.2-1313. Appeal from revocation of articles of incorporation. Any...

Section 7-1.2-1314. - Jurisdiction of court to liquidate assets and business of corporation. - § 7-1.2-1314. Jurisdiction of court to liquidate assets and business...

Section 7-1.2-1315. - Avoidance of dissolution by share buyout. - § 7-1.2-1315. Avoidance of dissolution by share buyout. Whenever a...

Section 7-1.2-1316. - Procedure in liquidation of corporation by court. - § 7-1.2-1316. Procedure in liquidation of corporation by court. (a)...

Section 7-1.2-1317. - Bond of receivers. - § 7-1.2-1317. Bond of receivers. A receiver shall in all...

Section 7-1.2-1318. - Filing of claims in liquidation proceedings. - § 7-1.2-1318. Filing of claims in liquidation proceedings. In proceedings...

Section 7-1.2-1319. - Discontinuance of liquidation proceedings. - § 7-1.2-1319. Discontinuance of liquidation proceedings. The liquidation of the...

Section 7-1.2-1320. - Decree of involuntary dissolution. - § 7-1.2-1320. Decree of involuntary dissolution. In proceedings to liquidate...

Section 7-1.2-1321. - Filing of decree of dissolution. - § 7-1.2-1321. Filing of decree of dissolution. In case the...

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...

Section 7-1.2-1323. - Jurisdiction of court to appoint a receiver. - § 7-1.2-1323. Jurisdiction of court to appoint a receiver. Upon...

Section 7-1.2-1324. - Survival of remedy after dissolution. - § 7-1.2-1324. Survival of remedy after dissolution. The dissolution of...

Section 7-1.2-1325. - Continuation of certain corporate powers. - § 7-1.2-1325. Continuation of certain corporate powers. Any corporation dissolved...

Part 14 - Foreign Corporations

Section 7-1.2-1401. - Admission of foreign corporation and other entities. - § 7-1.2-1401. Admission of foreign corporation and other entities. (a)...

Section 7-1.2-1402. - Powers of foreign corporation. - § 7-1.2-1402. Powers of foreign corporation. A foreign corporation which...

Section 7-1.2-1403. - Corporate name of foreign corporation. - § 7-1.2-1403. Corporate name of foreign corporation. The secretary of...

Section 7-1.2-1404. - Change of name by foreign corporation. - § 7-1.2-1404. Change of name by foreign corporation. Whenever a...

Section 7-1.2-1405. - Application for certificate of authority. - § 7-1.2-1405. Application for certificate of authority. In order to...

Section 7-1.2-1406. - Filing of application for certificate of authority. - § 7-1.2-1406. Filing of application for certificate of authority. (a)...

Section 7-1.2-1407. - Effect of certificate of authority. - § 7-1.2-1407. Effect of certificate of authority. Upon the issuance...

Section 7-1.2-1408. - Registered office and registered agent of foreign corporation. - § 7-1.2-1408. Registered office and registered agent of foreign corporation....

Section 7-1.2-1409. - Change of registered office or registered agent of foreign corporation. - § 7-1.2-1409. Change of registered office or registered agent of...

Section 7-1.2-1410. - Service of process on foreign corporation. - § 7-1.2-1410. Service of process on foreign corporation. (a) The...

Section 7-1.2-1411. - Amended certificate of authority. - § 7-1.2-1411. Amended certificate of authority. (a) A foreign corporation...

Section 7-1.2-1411.1. - Foreign application for transfer of authority. - § 7-1.2-1411.1. Foreign application for transfer of authority. (a) A...

Section 7-1.2-1412. - Withdrawal of foreign corporation. - § 7-1.2-1412. Withdrawal of foreign corporation. (a) A foreign corporation...

Section 7-1.2-1413. - Filing of application for withdrawal. - § 7-1.2-1413. Filing of application for withdrawal. (a) An original...

Section 7-1.2-1414. - Revocation of certificate of authority. - § 7-1.2-1414. Revocation of certificate of authority. (a) The certificate...

Section 7-1.2-1415. - Issuance of certificate of revocation. - § 7-1.2-1415. Issuance of certificate of revocation. (a) Upon revoking...

Section 7-1.2-1416. - Withdrawal of certificate of revocation. - § 7-1.2-1416. Withdrawal of certificate of revocation. (a) Within twenty...

Section 7-1.2-1417. - Application to corporations previously authorized to transact business in this state. - § 7-1.2-1417. Application to corporations previously authorized to transact business...

Section 7-1.2-1418. - Transacting business without certificate of authority. - § 7-1.2-1418. Transacting business without certificate of authority. (a) No...

Part 15 - Reports and Records

Section 7-1.2-1501. - Annual reports of domestic and foreign corporations. - § 7-1.2-1501. Annual reports of domestic and foreign corporations. (a)...

Section 7-1.2-1502. - Books and records. - § 7-1.2-1502. Books and records. (a) Each corporation shall keep...

Part 16 - The Secretary of State and Fees

Section 7-1.2-1601. - The secretary of state. - § 7-1.2-1601. The secretary of state. (a) The secretary of...

Section 7-1.2-1602. - Fees and charges payable to the secretary of state upon filing, certifying or copying of papers. - § 7-1.2-1602. Fees and charges payable to the secretary of...

Section 7-1.2-1603. - Penalties imposed upon officers and directors. - § 7-1.2-1603. Penalties imposed upon officers and directors. Any individual...

Section 7-1.2-1604. - Interrogatories. - § 7-1.2-1604. Interrogatories. (a) The secretary of state may propound...

Section 7-1.2-1605. - Certificates and certain copies to be received in evidence. - § 7-1.2-1605. Certificates and certain copies to be received in...

Part 17 - Close Corporations

Section 7-1.2-1701. - Close corporations. - § 7-1.2-1701. Close corporations. (a) Provisions of the articles of...

Part 18 - Miscellaneous

Section 7-1.2-1801. - Unauthorized assumption of corporate powers. - § 7-1.2-1801. Unauthorized assumption of corporate powers. All individuals who...

Section 7-1.2-1802. - Application to existing corporations organized under general acts. - § 7-1.2-1802. Application to existing corporations organized under general acts....

Section 7-1.2-1803. - Application to foreign and interstate commerce. - § 7-1.2-1803. Application to foreign and interstate commerce. The provisions...

Section 7-1.2-1804. - Applicability to corporations created by special acts. - § 7-1.2-1804. Applicability to corporations created by special acts. The...

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Rhode Island General Laws Title 7 - Corporations, Associations and Partnerships Chapter 7-1.2 - Rhode Island Business Corporation Act

Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-1.2 - Rhode Island Business Corporation Act