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.