TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-1.2
Rhode Island Business Corporation Act

PART 7-1.2-101
General Provisions

SECTION 7-1.2-106


§ 7-1.2-106 Definitions.

As used in this chapter:

(1) "Articles of incorporation" means the original or restated articles of incorporation and all of their amendments including agreements of merger.

(2) "Authorized shares" means the shares of all classes which the corporation is authorized to issue.

(3) "Corporation" or "domestic corporation" means a corporation for profit subject to the provisions of this chapter, except a foreign corporation.

(4) "Delivering/Delivered" means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state.

(5) "Electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

(6) "Employee" includes officers but not directors. A director may accept duties which also make him or her an employee.

(7) "Filing" means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state.

(8) "Foreign corporation" means a corporation for profit organized under laws other than the laws of this state for a purpose or purposes for which a corporation may be organized under this chapter.

(9) "Individual" means a natural person.

(10) "Insolvent" means the inability of a corporation to pay its debts as they become due in the usual course of its business.

(11) "Person" means an individual or an entity. An entity includes domestic and foreign business corporation, domestic and foreign nonprofit corporation; estate; trust; domestic and foreign unincorporated entity; and a state, the United States and a foreign government.

(12) "Shares" means the units into which the proprietary interests in a corporation are divided.

(13) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation.

(14) "Shareholder" means one who is a holder of record of shares in a corporation.

(15) "State" means the state of Rhode Island and Providence Plantations.

(16) "Signature" or "Signed" or "Executed" means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state.

(17) The singular shall be construed to include the plural, the plural the singular, and the masculine the feminine, when consistent with the intent of this chapter.

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. 2007, ch. 94, § 1; P.L. 2007, ch. 112, § 1; P.L. 2008, ch. 57, § 2; P.L. 2008, ch. 123, § 2.)