Title 7
Corporations, Associations, and Partnerships

Chapter 1.2
Rhode Island Business Corporation Act

Part 13
Dissolution and Revocation

R.I. Gen. Laws § 7-1.2-1301

§ 7-1.2-1301. Voluntary dissolution by incorporators.

(a) A corporation that has not commenced business and that has not issued any shares, may be voluntarily dissolved by its incorporators at any time in the following manner:

(1) Articles of dissolution are executed by a majority of the incorporators, and verified by them, and state:

(i) The name of the corporation;

(ii) The date of issuance of its certificate of incorporation;

(iii) That none of its shares have been issued;

(iv) That the corporation has not commenced business;

(v) That the amount, if any, actually paid in on subscriptions for its shares, less any part of the amount disbursed for necessary expenses, has been returned to those entitled to it;

(vi) That no debts of the corporation remain unpaid; and

(vii) That a majority of the incorporators elect that the corporation be dissolved.

(2) The original articles of dissolution are delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees and taxes have been paid:

(i) Endorse on the original the word “Filed”, and the month, day, and year of the filing;

(ii) File the original in his or her office; and

(iii) Issue a certificate of dissolution.

(3) If the corporation is dissolved prior to the effective date stated on the articles of incorporation, no taxes shall be due.

(b) The certificate of dissolution is delivered to the incorporators or their representative. Upon the issuance of the certificate of dissolution by the secretary of state, the existence of the corporation ceases.

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. 95, § 1; P.L. 2007, ch. 111, § 1; P.L. 2015, ch. 80, § 1; P.L. 2015, ch. 88, § 1; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.