2012 -- S 2349

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LC01174

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STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2012

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A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - RHODE

ISLAND BUSINESS CORPORATION ACT

     Introduced By: Senators Jabour, and Miller

     Date Introduced: February 09, 2012

     Referred To: Senate Corporations

It is enacted by the General Assembly as follows:

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     SECTION 1. Chapter 7-1.2 entitled “Rhode Island Business Corporation Act” is hereby

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amended by adding thereto the following section:

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     7-1.2-1411.1. Foreign application for transfer of authority. -- (a) A duly authorized

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foreign corporation in the state of Rhode Island that converts into any form of foreign other entity

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subject to the provisions of title 7 and the resulting entity is required to file for authority to

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transact business in this state may apply for a transfer of authority in the office of the secretary of

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state by filing:

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     (1) An application for transfer of authority that has been executed and filed in accordance

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with the provisions of section 7-1.2-105; and

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     (2) An application for authority to transact business in the state of Rhode Island for the

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resulting entity type; and

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     (3) A certificate of legal existence or good standing issued by the proper officer of the

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state or country under the laws of which the resulting entity has been formed.

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     (b) The application for transfer of authority shall state:

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     (1) The name of the corporation;

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     (2) The type of other entity into which it has been converted; and

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     (3) The jurisdiction whose laws govern its internal affairs.

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     (c) Upon the effective time and date of the application for transfer of authority, the

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authority of the corporation authorized to transact business under this chapter shall be transferred

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without interruption to the other entity which shall thereafter hold such authority subject to the

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provisions of the laws of the state of Rhode Island applicable to that type of resulting entity.

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     SECTION 2. This act shall take effect upon passage.

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LC01174

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - RHODE

ISLAND BUSINESS CORPORATION ACT

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     This act would require that a foreign corporation in the state of Rhode Island which

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converts into another be required to file for authority to transact business in this state and the

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provisions set forth in the general laws which requires them to do so.

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     This act would take effect upon passage.

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LC01174

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