TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-1.2
Rhode Island Business Corporation Act

PART 7-1.2-1301
Dissolution and Revocation

SECTION 7-1.2-1305


§ 7-1.2-1305 Revocation of voluntary dissolution proceedings by act of corporation.

By the act of the corporation, a corporation may, at any time within one hundred twenty (120) days of its effective date of the articles of dissolution, revoke voluntary dissolution proceedings previously taken, in the following manner:

(a) The board of directors adopts a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a special meeting of shareholders.

(b) Written notice, stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, is given to each shareholder entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of special meetings of shareholders.

(c) At the meeting, a vote of the shareholders entitled to vote at the meeting is taken on a resolution to revoke the voluntary dissolution proceedings, which requires for its adoption the affirmative vote of the holders of a majority of the shares entitled to vote on the resolution.

(d) Upon the adoption of the resolution, a statement of revocation of voluntary dissolution proceedings is executed by the corporation by its authorized representative. The statement proclaims:

(1) The name of the corporation.

(2) The names and respective addresses of its officers.

(3) The names and respective addresses of its directors.

(4) A copy of the resolution adopted by the shareholders revoking the voluntary dissolution proceedings.

(5) The number of shares outstanding.

(6) The number of shares voted for and against the resolution, respectively.

History of Section.
(P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.)