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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2017

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS - RHODE

ISLAND NONPROFIT CORPORATION ACT

     

     Introduced By: Representatives Ackerman, O'Brien, Edwards, Solomon, and
McKiernan

     Date Introduced: March 01, 2017

     Referred To: House Corporations

     (Secretary of State)

It is enacted by the General Assembly as follows:

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     SECTION 1. Sections 7-6-74, 7-6-75 and 7-6-76 of the General Laws in Chapter 7-6

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entitled "Rhode Island Nonprofit Corporation Act" are hereby amended to read as follows:

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     7-6-74. Application for certificate of authority Application by foreign corporation

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for certificate of authority.

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     (a) A foreign corporation, in order to procure a certificate of authority to conduct affairs

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in this state, shall apply for it with the secretary of state. The application shall set forth:

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     (1) The name of the corporation and the state or country under the laws of which it is

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incorporated.

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     (2) The date of incorporation and the period of duration of the corporation.

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     (3) The street address of the principal office of the corporation.

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     (4) The address of the proposed registered office of the corporation in this state, and the

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name of its proposed registered agent in this state at the address.

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     (5) The purpose or purposes of the corporation which it proposes to pursue in conducting

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its affairs in this state.

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     (6) The names and respective addresses of the directors and officers of the corporation.

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     (7) The additional information as is necessary or appropriate to enable the secretary of

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state to determine whether the corporation is entitled to a certificate of authority to conduct affairs

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in this state.

 

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     (b) The application shall be made on forms prescribed and furnished by the secretary of

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state and shall be executed in duplicate by the corporation by its president or a vice president and

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by its secretary or an assistant secretary.

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     7-6-75. Filing of application for certificate of authority Filing of application by

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foreign corporation for certificate of authority.

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     (a) The application of the corporation for a certificate of authority shall be delivered to

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the secretary of state, together with a copy of its articles of incorporation and all amendments to

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it, duly certified by the proper officer of the state or country under the laws of which it is

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incorporated together with a certificate of good standing or legal existence issued by the proper

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officer of the state or country under the laws of which it is incorporated.

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     (b) If the secretary of state finds that the application conforms to law, the secretary of

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state shall, when all fees have been paid as prescribed in this chapter:

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     (1) Endorse on the documents the word "Filed," and the month, day, and year of the

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filing.

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     (2) File in the secretary of state's office the original of the application and the copy of the

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articles of incorporation and amendments to it certificate of good standing or legal existence

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issued by the proper officer of the state or country under the laws of which it is incorporated.

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     (3) Issue a certificate of authority to conduct affairs in this state.

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     (c) The certificate of authority shall be delivered to the corporation or its representative.

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     7-6-76. Effect of certificate of authority Effect of certificate of authority by foreign

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corporation.

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     Upon the issuance of a certificate of authority by the secretary of state, the corporation is

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authorized to conduct affairs in this state for those purposes set forth in its application, subject,

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however, to the right of the state to suspend or to revoke the authority as provided in this chapter

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and would also clarify the tables of §§7-6-74, 7-6-75, and 7-6-76 to include a reference to foreign

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corporations.

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     SECTION 2. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS - RHODE

ISLAND NONPROFIT CORPORATION ACT

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     This act would simplify the application process of a foreign corporation to obtain a

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certificate of authority by requiring it to produce only a certificate of good standing or legal

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existence by a proper officer of the state or country where it was incorporated and would also

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clarify the titles of §§7-6-74, 7-6-75 and 7-6-76 to include a reference to foreign corporations.

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     This act would take effect upon passage.

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