Chapter 053

2011 -- H 5777 SUBSTITUTE A

Enacted 06/08/11

 

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- RHODE ISLAND BUSINESS CORPORATION ACT

     

     Introduced By: Representatives Marcello, and Carnevale

     Date Introduced: March 03, 2011

 

It is enacted by the General Assembly as follows:

 

     SECTION 1. Section 7-1.2-1405 of the General Laws in Chapter 7-1.2 entitled "Rhode

Island Business Corporation Act" is hereby amended to read as follows:

 

     7-1.2-1405. Application for certificate of authority. -- In order to procure a certificate

of authority to transact business in this state, a foreign corporation must make application for the

certificate of authority to the secretary of state, which application includes:

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

incorporated.

      (b) The name which the corporation elects to use in this state in accordance with section

7-1.2-1403.

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

      (d) The street address of the principal office of the corporation in the state or country

under the laws of which it is incorporated.

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

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

transaction of business in this state.

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

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

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

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

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

a class.

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

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

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

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

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

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

following year.

 

     SECTION 2. Section 7-6-74 of the General Laws in Chapter 7-6 entitled "Rhode Island

Nonprofit Corporation Act" is hereby amended to read as follows:

 

     7-6-74. Application 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 in the state or country

under the laws of which it is incorporated.

      (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.

 

     SECTION 3. This act shall take effect upon passage.

     

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LC01490/SUB A

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