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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: Senators Lombardo, Archambault, and Algiere

     Date Introduced: March 16, 2017

     Referred To: Senate Commerce

     (Secretary of State)

It is enacted by the General Assembly as follows:

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

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

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

for certificate of authority.

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

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

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

incorporated.

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

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

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

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

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

its affairs in this state.

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

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

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

in this state.

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

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

by its secretary or an assistant secretary.

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

foreign corporation for certificate of authority.

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

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

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

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

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

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

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

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

filing.

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

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

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

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

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

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

corporation.

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

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

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

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

corporations.

     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

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

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

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

     This act would take effect upon passage.

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