CHAPTER 7-1.2
Rhode Island Business Corporation Act
Index Of Sections
§ 7-1.2-101. Short title.
§ 7-1.2-102. Reservation of power.
§ 7-1.2-103. Effect of repeal of prior acts.
§ 7-1.2-104. Severability.
§ 7-1.2-105. Execution, filing and recording of instruments.
§ 7-1.2-106. Definitions.
§ 7-1.2-201. Incorporators and organization of the corporation.
§ 7-1.2-202. Articles of incorporation.
§ 7-1.2-203. Bylaws.
§ 7-1.2-301. Purposes.
§ 7-1.2-302. Powers.
§ 7-1.2-303. Defense of ultra vires.
§ 7-1.2-401. Corporate name.
§ 7-1.2-402. Fictitious business name.
§ 7-1.2-403. Reserved name.
§ 7-1.2-404. Registered name.
§ 7-1.2-501. Registered office and registered agent – Designation of registered agent without authority.
§ 7-1.2-502. Change of registered office or registered agent.
§ 7-1.2-503. Service of process on corporation.
§ 7-1.2-601. Right of corporation to acquire, dispose of and cancel its own shares.
§ 7-1.2-602. Authorized shares – Shares in classes or series – Issuance of shares.
§ 7-1.2-603. Subscription for shares.
§ 7-1.2-604. Issuance of and consideration for shares.
§ 7-1.2-605. Par value per share.
§ 7-1.2-606. Share rights and options.
§ 7-1.2-607. Expenses of organization, reorganization and financing.
§ 7-1.2-608. Form and content of certificates.
§ 7-1.2-609. Share transfer and ownership restrictions.
§ 7-1.2-610. Fractional shares.
§ 7-1.2-611. Bonds – Facsimile signatures and seals.
§ 7-1.2-612. Liability of subscribers and shareholders.
§ 7-1.2-613. Shareholder's preemptive rights.
§ 7-1.2-614. Distributions to shareholders.
§ 7-1.2-701. Meetings of shareholders.
§ 7-1.2-702. Notice to shareholders.
§ 7-1.2-703. Closing of transfer books and fixing record date.
§ 7-1.2-704. Voting list.
§ 7-1.2-705. Quorum of shareholders required for shareholders' action.
§ 7-1.2-706. Greater voting requirements.
§ 7-1.2-707. Action by shareholders without a meeting.
§ 7-1.2-708. Voting of shares.
§ 7-1.2-709. Voting trusts and agreements among shareholders.
§ 7-1.2-710. Voting and inspection rights of bondholders and debenture holders.
§ 7-1.2-711. Actions by shareholders.
§ 7-1.2-801. Board of directors.
§ 7-1.2-802. Number and election of directors.
§ 7-1.2-803. Classification of directors.
§ 7-1.2-804. Vacancies.
§ 7-1.2-805. Removal of directors.
§ 7-1.2-806. Quorum of directors.
§ 7-1.2-807. Director and officer conflicts of interest.
§ 7-1.2-808. Executive and other committees.
§ 7-1.2-809. Place, notice, and form of notice of directors' and committee meetings.
§ 7-1.2-810. Action by directors without a meeting.
§ 7-1.2-811. Liability of directors in certain cases.
§ 7-1.2-812. Officers.
§ 7-1.2-813. Resignation and removal of officers.
§ 7-1.2-814. Indemnification.
§ 7-1.2-901. Right to amend articles of incorporation.
§ 7-1.2-902. Right to amend legislative charters.
§ 7-1.2-903. Procedure to amend articles of incorporation.
§ 7-1.2-904. Class voting on amendments.
§ 7-1.2-905. Articles of amendment.
§ 7-1.2-906. Restated articles of incorporation.
§ 7-1.2-907. Amendment of articles of incorporation in reorganization proceedings.
§ 7-1.2-1001. Procedure for merger.
§ 7-1.2-1002. Approval by shareholders of merger.
§ 7-1.2-1003. Articles of merger.
§ 7-1.2-1004. Merger of subsidiary corporation.
§ 7-1.2-1005. Effect of merger.
§ 7-1.2-1006. Merger of domestic and foreign corporations or other business entities.
§ 7-1.2-1007. Conversion of other entities to a domestic corporation.
§ 7-1.2-1008. Conversion of a domestic corporation to other entities.
§ 7-1.2-1101. Sale of assets in regular course of business and mortgage or pledge of assets.
§ 7-1.2-1102. Sale of assets other than in regular course of business.
§ 7-1.2-1201. Right of shareholders to dissent.
§ 7-1.2-1202. Rights of dissenting shareholders.
§ 7-1.2-1301. Voluntary dissolution by incorporators.
§ 7-1.2-1302. Voluntary dissolution by consent of shareholders.
§ 7-1.2-1303. Voluntary dissolution by act of corporation.
§ 7-1.2-1304. Revocation of voluntary dissolution proceedings by consent of shareholders.
§ 7-1.2-1305. Revocation of voluntary dissolution proceedings by act of corporation.
§ 7-1.2-1306. Filing of statement of revocation of voluntary dissolution proceedings.
§ 7-1.2-1307. Effect of statement of revocation of voluntary dissolution proceedings.
§ 7-1.2-1308. Articles of dissolution.
§ 7-1.2-1309. Filing of articles of dissolution.
§ 7-1.2-1310. Revocation of articles of incorporation.
§ 7-1.2-1311. Issuance of certificates of revocation.
§ 7-1.2-1312. Withdrawal of certificate of revocation.
§ 7-1.2-1313. Appeal from revocation of articles of incorporation.
§ 7-1.2-1314. Jurisdiction of court to liquidate assets and business of corporation.
§ 7-1.2-1315. Avoidance of dissolution by share buyout.
§ 7-1.2-1316. Procedure in liquidation of corporation by court.
§ 7-1.2-1317. Bond of receivers.
§ 7-1.2-1318. Filing of claims in liquidation proceedings.
§ 7-1.2-1319. Discontinuance of liquidation proceedings.
§ 7-1.2-1320. Decree of involuntary dissolution.
§ 7-1.2-1321. Filing of decree of dissolution.
§ 7-1.2-1322. Deposit with state treasury of amount due certain shareholders.
§ 7-1.2-1323. Jurisdiction of court to appoint a receiver.
§ 7-1.2-1324. Survival of remedy after dissolution.
§ 7-1.2-1325. Continuation of certain corporate powers.
§ 7-1.2-1401. Admission of foreign corporation and other entities.
§ 7-1.2-1402. Powers of foreign corporation.
§ 7-1.2-1403. Corporate name of foreign corporation.
§ 7-1.2-1404. Change of name by foreign corporation.
§ 7-1.2-1405. Application for certificate of authority.
§ 7-1.2-1406. Filing of application for certificate of authority.
§ 7-1.2-1407. Effect of certificate of authority.
§ 7-1.2-1408. Registered office and registered agent of foreign corporation.
§ 7-1.2-1409. Change of registered office or registered agent of foreign corporation.
§ 7-1.2-1410. Service of process on foreign corporation.
§ 7-1.2-1411. Amended certificate of authority.
§ 7-1.2-1411.1. Foreign application for transfer of authority.
§ 7-1.2-1412. Withdrawal of foreign corporation.
§ 7-1.2-1413. Filing of application for withdrawal.
§ 7-1.2-1414. Revocation of certificate of authority.
§ 7-1.2-1415. Issuance of certificate of revocation.
§ 7-1.2-1416. Withdrawal of certificate of revocation.
§ 7-1.2-1417. Application to corporations previously authorized to transact business in this state.
§ 7-1.2-1418. Transacting business without certificate of authority.
§ 7-1.2-1501. Annual reports of domestic and foreign corporations.
§ 7-1.2-1502. Books and records.
§ 7-1.2-1601. The secretary of state.
§ 7-1.2-1602. Fees and charges payable to the secretary of state upon filing, certifying or copying of papers.
§ 7-1.2-1603. Penalties imposed upon officers and directors.
§ 7-1.2-1604. Interrogatories.
§ 7-1.2-1605. Certificates and certain copies to be received in evidence.
§ 7-1.2-1701. Close corporations.
§ 7-1.2-1801. Unauthorized assumption of corporate powers.
§ 7-1.2-1802. Application to existing corporations organized under general acts.
§ 7-1.2-1803. Application to foreign and interstate commerce.
§ 7-1.2-1804. Applicability to corporations created by special acts.