Chapter 247

Chapter 247

2003 -- H 5768

Enacted 07/17/03

 

AN ACT

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- BUSINESS

CORPORATIONS

     

     

     Introduced By: Representative Gordon D. Fox

     Date Introduced: February 11, 2003

 

It is enacted by the General Assembly as follows:

 

     SECTION 1. Sections 7-1.1-88.1 and 7-1.1-115.1 of the General Laws in Chapter 7-1.1

entitled "Business Corporations" are hereby amended to read as follows:

     7-1.1-88.1. Withdrawal of certificate of revocation. -- (a) Within five (5) ten (10) years

after issuing a certificate of revocation as provided in section 7-1.1-88, the secretary of state may

withdraw the certificate of revocation and retroactively reinstate the corporation in good standing

as if its certificate of incorporation had not been revoked, except as subsequently provided:

      (1) Upon the filing by the corporation of the documents it had previously failed to file as

set forth in subdivisions (3) through (6) inclusive, of section 7-1.1-87(a); and

      (2) Upon the payment by the corporation of a penalty in the amount of fifty dollars

($50.00) for each year or part of a year that has elapsed since the issuance of the certificate of

revocation. ; and

     (3) Upon the filing by the corporation of a certificate of good standing from the Rhode

Island Division of Taxation.

      (b) If, as permitted by the provisions of this title, another corporation, whether business

or nonprofit limited partnership or limited liability company, or domestic or foreign, qualified to

transact business in this state, bears or has filed a fictitious business name statement with respect

to or reserved or registered a name which is the same as, or deceptively similar to, the name of a

corporation with respect to which the certificate of revocation is proposed to be withdrawn, then

the secretary of state shall condition the withdrawal of the certificate of revocation upon the

reinstated corporation's amending its articles of incorporation or otherwise complying with the

provisions of this chapter with respect to the use of a name available to it under the laws of this

state so as to designate a name which is not the same as, or deceptively similar to, its former

name.

      (c) Upon the withdrawal of the certificate of revocation and reinstatement of the

corporation in good standing as provided in subsection (a), title to any real estate, or any interest

in real estate, held by the corporation at the time of the issuance of the certificate of revocation

and not conveyed subsequent to the revocation of its certificate of incorporation shall be deemed

to be revested in the corporation without further act or deed.

     7-1.1-115.1. Withdrawal of certificate of revocation. (a) Within five (5) ten (10) years

after issuing a certificate of revocation as provided in section 7-1.1-115, the secretary of state

may withdraw the certificate of revocation retroactively and retroactively reinstate the

corporation in good standing as though its certificate of authority had not been revoked, except as

subsequently provided;

      (1) Upon the filing by the corporation of the documents it had previously failed to file as

stated in subdivisions (1) through (3) of section 7-1.1-115(a); and

      (2) Upon the payment by the corporation of a penalty in the amount of fifty dollars

($50.00) for each year or part of a year that has elapsed since the issuance of the certificate of

revocation. ; and

     (3) Upon the filing by the corporation of a certificate of good standing from the Rhode

Island Division of Taxation.

      (b) If, as permitted by the provisions of this title, another corporation, whether business

or nonprofit, limited partnership or limited liability company, domestic or foreign, qualified to

transact business in this state, bears or has filed a fictitious business name statement with respect

to or reserved or registered a name which is the same as, or deceptively similar to, the name of a

corporation with respect to which the certificate of revocation is proposed to be withdrawn, then

the secretary of state shall condition the withdrawal of the certificate of revocation on the

reinstated corporation's amending its application for a certificate of authority or otherwise

complying with the provisions of this chapter with respect to the use of the name available to it

under the laws of this state.

     SECTION 2. Sections 7-6-58 and 7-6-87 of the General Laws in Chapter 7-6 entitled

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

     7-6-58. Withdrawal of certificate of revocation. -- (a) Within five (5) ten (10) years

after issuing a certificate of revocation as provided in section 7-6-57, the secretary of state may

withdraw the certificate of revocation and reinstate the corporation in good standing:

      (1) Upon filing by the corporation of the documents it had previously failed to file as set

forth in subsections (a)(3) -- (a)(6) of section 7-6-56; and

      (2) Upon the payment by the corporation of a penalty in the amount of twenty-five

dollars ($25.00) for each year or part of a year that has elapsed since the issuance of the

certificate of revocation.

      (b) If as permitted by section 7-6-11(2) another corporation, whether business or

nonprofit, or domestic or foreign qualified to transact business in this state, bears or has filed a

fictitious business name statement with respect to or reserved or registered in a name which is the

same as, or deceptively similar to, the name of a corporation regarding which the certificate of

revocation is proposed to be withdrawn, the secretary of state shall condition the withdrawal of

the certificate of revocation upon the reinstated corporation's amending its articles of

incorporation so as to designate a name which is not the same as, or deceptively similar to, its

former name.

      (c) Upon the withdrawal of the certificate of revocation and reinstatement of the

corporation in good standing as provided in subsection (a), title to any real estate, or any interest

in real estate, held by the corporation at the time of the issuance of the certificate of revocation

and not conveyed subsequent to the revocation of its certificate of incorporation shall be deemed

to be revested in the corporation without further act or deed.

     7-6-87. Withdrawal of certificates of revocation. -- Within five (5) ten (10) years after

issuing a certificate of revocation as provided in section 7-6-86, the secretary of state may

withdraw the certificate of revocation and reinstate the corporation in good standing:

      (1) Upon the filing by the corporation of the documents it had previously failed to file as

set forth in subsections (a)(1) through (a)(4), inclusive, of section 7-6-85; and

      (2) (i) Upon the payment by the corporation of a penalty of twenty-five dollars ($25.00)

for each year or part of a year that has elapsed since the issuance of the certificate of revocation.

      (ii) If as permitted by section 7-6-72(2) another corporation, whether business or

nonprofit, or domestic or foreign, qualified to transact business in this state, bears or has filed a

fictitious business name statement regarding or reserved or registered a name which is the same

as, or deceptively similar to, the name of a corporation regarding which the certificate of

revocation is proposed to be withdrawn, the secretary of state shall condition the withdrawal of a

certificate of revocation upon the reinstated corporation's amending its articles of incorporation so

as to designate a name which is not the same as, or deceptively similar to, its former name.

     SECTION 3. Section 7-16-43 of the General Laws in Chapter 7-16 entitled "The Rhode

Island Limited Liability Company Act" is hereby amended to read as follows:

     7-16-43. Withdrawal of certificate of revocation. -- (a) Within five (5) ten (10) years

after issuing a certificate of revocation as provided in section 7-16-42, the secretary of state may

withdraw the certificate of revocation and retroactively reinstate the limited liability company in

good standing as if its certificate of organization had not been revoked except as subsequently

provided:

      (1) On the filing by the limited liability company of the documents it had previously

failed to file as set forth in subdivisions (3) through (6) of section 7-16-41(a); and

      (2) On the payment by the corporation limited liability company of a penalty in the

amount of fifty dollars ($50.00) and an additional fifty dollars ($50.00) for each year or part of

year that has elapsed since the issuance of the certificate of revocation less the fifty dollars

($50.00) paid under the immediately preceding clause. ; and

     (3) Upon the filing by the limited liability company of a certificate of good standing from

the Rhode Island Division of Taxation.

      (b) If, as permitted by the provisions of this chapter or chapters 1.1, 6, or 13 of this title,

another limited liability company, business or nonprofit corporation or a limited partnership, or in

each case domestic or foreign, authorized and qualified to transact business in this state, bears or

has filed a fictitious business name statement as to or reserved or registered a name which is the

same as, or deceptively similar to, the name of the limited liability company with respect to which

the certificate of revocation is proposed to be withdrawn, then the secretary of state shall

condition the withdrawal of the certificate of revocation on the reinstated limited liability

company's amending its articles of organization so as to designate a name which is not the same

as, or deceptively similar to, its former name.

     SECTION 4. This act shall take effect upon passage.     

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LC02175

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