TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-1.2
Rhode Island Business Corporation Act

PART 7-1.2-101
General Provisions

SECTION 7-1.2-105


§ 7-1.2-105 Execution, filing and recording of instruments.

(a) Whenever any instrument is to be filed with the secretary of state or in accordance with this chapter, the instrument must be executed as follows:

(1) The articles of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the articles of incorporation, must be signed by the incorporator or incorporators (or, in the case of any such other instrument, such incorporator's or incorporators' successors and assigns).

(2) All other instruments must be signed:

(i) By any authorized officer of the corporation; or

(ii) If it appears from the instrument that there are no authorized officers, then by a majority of the directors or by the director or directors authorized by a majority of the directors; or

(iii) If it appears from the instrument that there are no authorized officers or directors, then by the holders of record of all outstanding shares, or by those holders of record designated by a majority of all outstanding shares; or

(b) Whenever this chapter requires any instrument to be acknowledged, such requirement is satisfied by either:

(1) The formal acknowledgment by any individual signing the instrument that it is his or her act and deed or the act and deed of the corporation, and that the facts stated therein are true. This acknowledgment must be made before a individual who is authorized by the law of the place of execution to take acknowledgment; or

(2) The signature, without more, of the individual or individuals signing the instrument, in which case such signature or signatures constitutes the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is that individual's act and deed or the act and deed of the corporation, and that the facts stated therein are true.

(c) Whenever any instrument is to be filed with the secretary of state or in accordance with this section or chapter, such requirement means that:

(1) The signed instrument must be delivered to the office of the secretary of state in either paper format or electronic transmission or another medium authorized by the secretary of state;

(2) All taxes and fees authorized by law to be collected by the secretary of state in connection with the filing of the instrument must be tendered to the secretary of state; and

(3) Upon delivery of the instrument, the secretary of state shall record the date and time of its delivery. Upon such delivery and tender of the required taxes and fees, the secretary of state shall certify that the instrument has been filed in the secretary of state's office by endorsing upon the signed instrument the word "Filed", and the date and time of its filing. This endorsement is the "filing date" of the instrument, and is conclusive of the date and time of its filing in the absence of actual fraud.

(d) Any instrument filed in accordance with subsection (c) of this section is effective upon its filing date. Any instrument may provide that it is not to become effective until a specified time subsequent to the time it is filed, but not later than the 90th day after the date of its filing.

(e) If another section of this chapter specifically prescribes a manner of executing, acknowledging or filing a specified instrument or a time when that instrument becomes effective which differs from the corresponding provisions of this section, then such other section governs.

(f) Whenever any instrument authorized to be filed with the secretary of state under any provision of this chapter, has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed or acknowledged, the instrument may be corrected by filing with the secretary of state a certificate of correction of the instrument which must be executed, acknowledged and filed in accordance with this section. The certificate of correction must specify the inaccuracy or defect to be corrected and set forth the portion of the instrument in corrected form. The corrected instrument must be specifically designated as such in its heading, specify the inaccuracy or defect to be corrected, and set forth the entire instrument in corrected form. An instrument corrected in accordance with this section is effective as of the date the original instrument was filed, except as to those individuals who are substantially and adversely affected by the correction and as to those individuals the instrument as corrected is effective from its filing date.

(g) Notwithstanding that any instrument authorized to be filed with the secretary of state under this chapter is when filed inaccurately, defectively or erroneously executed, sealed or acknowledged, or otherwise defective in any respect, the secretary of state has no liability to any individual for the preclearance for filing, the acceptance for filing or the filing and indexing of such instrument by the secretary of state.

(h) Any signature on any instrument authorized to be filed with the secretary of state under this chapter may be a facsimile or an electronically transmitted signature.

History of Section.
(P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2008, ch. 57, § 2; P.L. 2008, ch. 123, § 2.)