Chapter 071

2012 -- S 2349

Enacted 05/14/12

 

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - RHODE

ISLAND BUSINESS CORPORATION ACT

          

     Introduced By: Senators Jabour, and Miller

     Date Introduced: February 09, 2012

 

It is enacted by the General Assembly as follows:

 

     SECTION 1. Chapter 7-1.2 entitled “Rhode Island Business Corporation Act” is hereby

amended by adding thereto the following section:

 

     7-1.2-1411.1. Foreign application for transfer of authority. -- (a) A duly authorized

foreign corporation in the state of Rhode Island that converts into any form of foreign other entity

subject to the provisions of title 7 and the resulting entity is required to file for authority to

transact business in this state may apply for a transfer of authority in the office of the secretary of

state by filing:

     (1) An application for transfer of authority that has been executed and filed in accordance

with the provisions of section 7-1.2-105; and

     (2) An application for authority to transact business in the state of Rhode Island for the

resulting entity type; and

     (3) A certificate of legal existence or good standing issued by the proper officer of the

state or country under the laws of which the resulting entity has been formed.

     (b) The application for transfer of authority shall state:

     (1) The name of the corporation;

     (2) The type of other entity into which it has been converted; and

     (3) The jurisdiction whose laws govern its internal affairs.

     (c) Upon the effective time and date of the application for transfer of authority, the

authority of the corporation authorized to transact business under this chapter shall be transferred

without interruption to the other entity which shall thereafter hold such authority subject to the

provisions of the laws of the state of Rhode Island applicable to that type of resulting entity.

 

     SECTION 2. This act shall take effect upon passage.

     

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LC01174

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