TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-1.2
Rhode Island Business Corporation Act

PART 7-1.2-1401
Foreign Corporations

SECTION 7-1.2-1414


§ 7-1.2-1414 Revocation of certificate of authority.

(a) The certificate of authority of a foreign corporation to transact business in this state may be revoked by the secretary of state under the conditions prescribed in this section when:

(1) The corporation fails to file its annual report within the time required by this chapter, or fails to pay any fees, when they become due and payable; or

(2) The corporation fails to appoint and maintain a registered agent in this state as required by this chapter; or

(3) The corporation fails, after changing its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter; or

(4) The corporation fails to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or

(5) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.

(b) No certificate of authority of a foreign corporation may be revoked by the secretary of state unless the secretary of state has given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered agent of the corporation in this state on file with the secretary of state's office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state's office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of state's office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(1) To the corporation at its principal office of record as shown in its most recent annual report, and no further notice is required; or

(2) In the case of a foreign corporation which has not yet filed an annual report, then to the corporation at its principal office shown in its application for certificate of authority, and no further notice is required.

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