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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

     

     Introduced By: Representatives Tobon, Cunha, Shanley, Barros, and Maldonado

     Date Introduced: March 10, 2017

     Referred To: House Finance

     It is enacted by the General Assembly as follows:

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     SECTION 1. Sections 7-1.2-1405 and 7-1.2-1602 of the General Laws in Chapter 7-1.2

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

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     7-1.2-1405. Application for certificate of authority.

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     In order to procure a certificate of authority to transact business in this state, a foreign

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corporation must make application for the certificate of authority to the secretary of state, which

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application includes:

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     (a) 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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     (b) The name which the corporation elects to use in this state in accordance with ยง 7-1.2-

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1403.

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

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

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     (e) The name and address of its proposed registered agent in this state.

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

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transaction of business in this state.

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     (g) The names and respective addresses of the directors of the corporation if the state or

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country under the laws of which it was incorporated requires that it have directors and if it does

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and need not, then the names and respective addresses of its principal officers.

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     (h) A statement of the aggregate number of shares which the corporation has authority to

 

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issue, itemized by classes, par value of shares, shares without par value, and series, if any, within

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a class.

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     (i) An estimate, expressed as a percentage, of the proportion that the estimated value of

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the property of the corporation to be located within this state during the following year bears to

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the value of all property of the corporation to be owned during the following year, wherever

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located, and an estimate, expressed as a percentage, of the proportion that the gross amount of

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business to be transacted by the corporation at or from places of business in this state during the

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following year bears to the gross amount which will be transacted by the corporation during the

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following year.

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     7-1.2-1602. Fees and charges payable to the secretary of state upon filing, certifying

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or copying of papers.

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     (a) The secretary of state shall charge and collect for filing:

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     (1) Articles of incorporation and issuing a certificate of incorporation, seventy dollars

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($70.00).

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     (2) Articles of amendment and issuing a certificate of amendment, fifty dollars ($50.00).

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     (3) Restated articles of incorporation, seventy dollars ($70.00).

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     (4) Articles of merger or consolidation and issuing a certificate of merger or

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consolidation, one hundred dollars ($100).

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     (5) An application to reserve a corporate name, fifty dollars ($50.00).

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     (6) A notice of transfer of a reserved corporate name, fifty dollars ($50.00).

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     (7) (i) Filing a statement of change of registered agent and registered office or filing a

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statement of change of registered agent, twenty dollars ($20.00).

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     (ii) Filing a statement of change of registered office only, without fee.

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     (8) A statement of the establishment of a series of shares, ten dollars ($10.00).

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     (9) A statement of cancellation of shares, ten dollars ($10.00).

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     (10) A statement of reduction of stated capital, ten dollars ($10.00).

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     (11) A statement of intent to dissolve, without fee.

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     (12) A statement of revocation of voluntary dissolution proceedings, ten dollars ($10.00).

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     (13) Articles of dissolution, fifty dollars ($50.00).

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     (14) An application of a foreign corporation for a certificate of authority to transact

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business in this state and issuing a certificate of authority, one hundred fifty dollars ($150).

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     (15) An application of a foreign corporation for an amended certificate of authority to

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transact business in this state and issuing an amended certificate of authority, seventy-five dollars

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($75.00).

 

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     (16) A copy of an amendment to the articles of incorporation of a foreign corporation

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holding a certificate of authority to transact business in this state, fifty dollars ($50.00).

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     (17) A copy of articles of merger of a foreign corporation holding a certificate of

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authority to transact business in this state, fifty dollars ($50.00).

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     (18) An application for withdrawal of a foreign corporation and issuing a certificate of

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withdrawal, fifty dollars ($50.00).

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     (19) An annual report, fifty dollars ($50.00).

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     (20) Registered name application, fifty dollars ($50.00).

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     (21) Certificate of good standing/letter of status, twenty dollars ($20.00).

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     (22) Certificate of fact, thirty dollars ($30.00).

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     (23) Any other statement or report, except an annual report, of a domestic or foreign

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corporation, ten dollars ($10.00).

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     (24) A certificate of conversion to a non-Rhode Island entity, fifty dollars ($50.00).

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     (b) The secretary of state shall charge and collect:

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     (1) To withdraw the certificate of revocation or a corporation, whether domestic or

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foreign, a penalty in the amount of fifty dollars ($50.00) for each year or part of a year that has

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elapsed since the issuance of the certificate of revocation.

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     (2) For furnishing a certified copy of any document, instrument, or paper relating to a

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corporation, fifteen cents ($.15) per page and ten dollars ($10.00) for the certificate and affixing

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the seal to it.

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     (3) At the time of any service of process on him or her as resident agent of a corporation,

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fifteen dollars ($15.00), which amount may be recovered as taxable costs by the party to the suit

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or action making the service if the party prevails in the suit or action.

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     (c) (1) The secretary of state shall charge and collect from each domestic and foreign

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corporation a one hundred sixty dollar ($160) license fees, fee based on the number of shares

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which it has authority to issue or the increase in the number of shares which it has authority to

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issue, at the time of:

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     (i) Filing articles of incorporation or an application for certificate of authority;

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     (ii) Filing articles of amendment or an amended certificate of authority increasing the

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number of authorized shares; and

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     (iii) Filing articles of merger increasing the number of authorized shares which the

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surviving or new corporation, if a domestic corporation, has the authority to issue above the

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aggregate number of shares which the constituent domestic corporations and constituent foreign

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corporations authorized to transact business in this state had authority to issue. Filing articles of

 

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merger increasing the number of authorized shares which the surviving or new domestic

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corporation, if the surviving corporation has the authority to issue a greater number of shares than

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the aggregate number of shares authorized to be issued by the merging, non-surviving entity

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authorized to transact business in this state prior to said merger.

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     (2) The license fees charged to a domestic corporation are as follows:

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     (i) One hundred sixty dollars ($160) for less than seventy-five million (75,000,000)

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authorized shares and

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     (ii) One-fifth (1/5) cent per share of each authorized share for seventy-five million

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(75,000,000) shares or greater.

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     (3) The above license fee calculations also apply when a corporation files an amendment

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or merger showing an increase in authorized shares.

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     (d) (1) The secretary of state shall charge and collect from each foreign corporation

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license fees at the time of:

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     (i) Filing an application for a certificate of authority to transact business in this state;

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     (ii) Filing articles of amendment which increased the number of authorized shares; and

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     (iii) Filing articles of merger which increased the number of authorized shares which the

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surviving or new corporation, if a foreign corporation, has authority to issue above the aggregate

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number of shares which the constituent domestic corporations and constituent foreign

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corporations authorized to transact business in this state had authority to issue.

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     (2) The license fees charged to a foreign corporation are as follows:

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     (i) One hundred sixty dollars ($160) for less than seventy-five million (75,000,000)

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authorized shares represented in the State of Rhode Island and

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     (ii) One-fifth (1/5) cent per share of each authorized share for 75,000,000 shares or

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greater.

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     (3) The above license fee calculations also apply when a corporation files an amendment

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or merger showing an increase in authorized shares.

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     (4) The number of authorized shares represented in this state is that proportion of its total

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authorized shares which the sum of the value of its property located in this state and the gross

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amount of business transacted by it at or from places of business in this state bears to the sum of

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the value of all of its property, wherever located, and the gross amount of its business, wherever

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transacted. The proportion is determined from information contained in the application for a

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certificate of authority to transact business in this state or in the application for an amended

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certificate of authority to transact business in this state.

 

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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

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     This act would impose a fee of one hundred sixty dollars ($160) for all domestic and

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foreign corporations for a certificate of authority to transact business in this state.

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     This act would take effect upon passage.

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