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Rhode Island Business Corporation Act
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Rhode Island General Laws
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Rhode Island Business Corporation Act
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Section
7-1.2-101
Short title.
Section
7-1.2-102
Reservation of power.
Section
7-1.2-103
Effect of repeal of prior acts.
Section
7-1.2-104
Severability.
Section
7-1.2-105
Execution, filing and recording of instruments.
Section
7-1.2-106
Definitions.
Section
7-1.2-201
Incorporators and organization of the corporation.
Section
7-1.2-202
Articles of incorporation.
Section
7-1.2-203
Bylaws.
Section
7-1.2-301
Purposes.
Section
7-1.2-302
Powers.
Section
7-1.2-303
Defense of ultra vires.
Section
7-1.2-401
Corporate name.
Section
7-1.2-402
Fictitious business name.
Section
7-1.2-403
Reserved name.
Section
7-1.2-404
Registered name.
Section
7-1.2-501
Registered office and registered agent - Designation of registered agent without authority.
Section
7-1.2-502
Change of registered office or registered agent.
Section
7-1.2-503
Service of process on corporation.
Section
7-1.2-601
Right of corporation to acquire, dispose of and cancel its own shares.
Section
7-1.2-602
Authorized shares - Shares in classes or series - Issuance of shares.
Section
7-1.2-603
Subscription for shares.
Section
7-1.2-604
Issuance of and consideration for shares.
Section
7-1.2-605
Par value per share.
Section
7-1.2-606
Share rights and options.
Section
7-1.2-607
Expenses of organization, reorganization and financing.
Section
7-1.2-608
Form and content of certificates.
Section
7-1.2-609
Share transfer and ownership restrictions.
Section
7-1.2-610
Fractional shares.
Section
7-1.2-611
Bonds - Facsimile signatures and seals.
Section
7-1.2-612
Liability of subscribers and shareholders.
Section
7-1.2-613
Shareholder's preemptive rights.
Section
7-1.2-614
Distributions to shareholders.
Section
7-1.2-701
Meetings of shareholders.
Section
7-1.2-702
Notice to shareholders.
Section
7-1.2-703
Closing of transfer books and fixing record date.
Section
7-1.2-704
Voting list.
Section
7-1.2-705
Quorum of shareholders required for shareholders' action.
Section
7-1.2-706
Greater voting requirements.
Section
7-1.2-707
Action by shareholders without a meeting.
Section
7-1.2-708
Voting of shares.
Section
7-1.2-709
Voting trusts and agreements among shareholders.
Section
7-1.2-710
Voting and inspection rights of bondholders and debenture holders.
Section
7-1.2-711
Actions by shareholders.
Section
7-1.2-801
Board of directors.
Section
7-1.2-802
Number and election of directors.
Section
7-1.2-803
Classification of directors.
Section
7-1.2-804
Vacancies.
Section
7-1.2-805
Removal of directors.
Section
7-1.2-806
Quorum of directors.
Section
7-1.2-807
Director and officer conflicts of interest.
Section
7-1.2-808
Executive and other committees.
Section
7-1.2-809
Place, notice, and form of notice of directors' and committee meetings.
Section
7-1.2-810
Action by directors without a meeting.
Section
7-1.2-811
Liability of directors in certain cases.
Section
7-1.2-812
Officers.
Section
7-1.2-813
Resignation and removal of officers.
Section
7-1.2-814
Indemnification.
Section
7-1.2-901
Right to amend articles of incorporation.
Section
7-1.2-902
Right to amend legislative charters.
Section
7-1.2-903
Procedure to amend articles of incorporation.
Section
7-1.2-904
Class voting on amendments.
Section
7-1.2-905
Articles of amendment.
Section
7-1.2-906
Restated articles of incorporation.
Section
7-1.2-907
Amendment of articles of incorporation in reorganization proceedings.
Section
7-1.2-1001
Procedure for merger.
Section
7-1.2-1002
Approval by shareholders of merger.
Section
7-1.2-1003
Articles of merger.
Section
7-1.2-1004
Merger of subsidiary corporation.
Section
7-1.2-1005
Effect of merger.
Section
7-1.2-1006
Merger of domestic and foreign corporations or other business entities.
Section
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.
Section
7-1.2-1101
Sale of assets in regular course of business and mortgage or pledge of assets.
Section
7-1.2-1102
Sale of assets other than in regular course of business.
Section
7-1.2-1201
Right of shareholders to dissent.
Section
7-1.2-1202
Rights of dissenting shareholders.
Section
7-1.2-1301
Voluntary dissolution by incorporators.
Section
7-1.2-1302
Voluntary dissolution by consent of shareholders.
Section
7-1.2-1303
Voluntary dissolution by act of corporation.
Section
7-1.2-1304
Revocation of voluntary dissolution proceedings by consent of shareholders.
Section
7-1.2-1305
Revocation of voluntary dissolution proceedings by act of corporation.
Section
7-1.2-1306
Filing of statement of revocation of voluntary dissolution proceedings.
Section
7-1.2-1307
Effect of statement of revocation of voluntary dissolution proceedings.
Section
7-1.2-1308
Articles of dissolution.
Section
7-1.2-1309
Filing of articles of dissolution.
Section
7-1.2-1310
Revocation of articles of incorporation.
Section
7-1.2-1311
Issuance of certificates of revocation.
Section
7-1.2-1312
Withdrawal of certificate of revocation.
Section
7-1.2-1313
Appeal from revocation of articles of incorporation.
Section
7-1.2-1314
Jurisdiction of court to liquidate assets and business of corporation.
Section
7-1.2-1315
Avoidance of dissolution by share buyout.
Section
7-1.2-1316
Procedure in liquidation of corporation by court.
Section
7-1.2-1317
Bond of receivers.
Section
7-1.2-1318
Filing of claims in liquidation proceedings.
Section
7-1.2-1319
Discontinuance of liquidation proceedings.
Section
7-1.2-1320
Decree of involuntary dissolution.
Section
7-1.2-1321
Filing of decree of dissolution.
Section
7-1.2-1322
Deposit with state treasury of amount due certain shareholders.
Section
7-1.2-1323
Jurisdiction of court to appoint a receiver.
Section
7-1.2-1324
Survival of remedy after dissolution.
Section
7-1.2-1325
Continuation of certain corporate powers.
Section
7-1.2-1401
Admission of foreign corporation and other entities.
Section
7-1.2-1402
Powers of foreign corporation.
Section
7-1.2-1403
Corporate name of foreign corporation.
Section
7-1.2-1404
Change of name by foreign corporation.
Section
7-1.2-1405
Application for certificate of authority.
Section
7-1.2-1406
Filing of application for certificate of authority.
Section
7-1.2-1407
Effect of certificate of authority.
Section
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.
Section
7-1.2-1410
Service of process on foreign corporation.
Section
7-1.2-1411
Amended certificate of authority.
Section
7-1.2-1411.1
Foreign application for transfer of authority.
Section
7-1.2-1412
Withdrawal of foreign corporation.
Section
7-1.2-1413
Filing of application for withdrawal.
Section
7-1.2-1414
Revocation of certificate of authority.
Section
7-1.2-1415
Issuance of certificate of revocation.
Section
7-1.2-1416
Withdrawal of certificate of revocation.
Section
7-1.2-1417
Application to corporations previously authorized to transact business in this state.
Section
7-1.2-1418
Transacting business without certificate of authority.
Section
7-1.2-1501
Annual reports of domestic and foreign corporations.
Section
7-1.2-1502
Books and records.
Section
7-1.2-1601
The secretary of state.
Section
7-1.2-1602
Fees and charges payable to the secretary of state upon filing, certifying or copying of papers.
Section
7-1.2-1603
Penalties imposed upon officers and directors.
Section
7-1.2-1604
Interrogatories.
Section
7-1.2-1605
Certificates and certain copies to be received in evidence.
Section
7-1.2-1701
Close corporations.
Section
7-1.2-1801
Unauthorized assumption of corporate powers.
Section
7-1.2-1802
Application to existing corporations organized under general acts.
Section
7-1.2-1803
Application to foreign and interstate commerce.
Section
7-1.2-1804
Applicability to corporations created by special acts.