Title 7
Corporations, Associations, and Partnerships

Chapter 1.2
Rhode Island Business Corporation Act

Part 2

R.I. Gen. Laws § 7-1.2-202

§ 7-1.2-202. Articles of incorporation.

(a) The articles of incorporation must state:

(1) A corporate name that satisfies the requirements of § 7-1.2-401.

(2) The total number of shares which the corporation has authority to issue, and if the corporation is to be authorized to issue more than one class of shares:

(i) The total number of shares of each class; and

(ii) A statement of all or any of the designations and the powers, preferences, and rights, including voting rights, and the qualifications, limitations, or restrictions of them, which are permitted by the provisions of this chapter in respect of any class or classes of shares of the corporation and the fixing of which by the articles of incorporation is desired, and an express grant of the authority as it may then be desired to grant to the board of directors to fix by vote or votes any of them that may be desired but which is not fixed by the articles.

(3) The address of its initial registered office, and the name of its initial registered agent at the address.

(4) The name and address of each incorporator.

(b) The articles of incorporation may state:

(1) A par value of authorized shares or classes of shares.

(2) Any provisions electing to provide preemptive rights to shareholders pursuant to the provisions of § 7-1.2-613.

(3) Any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including, but not limited to, a provision eliminating or limiting the personal liability of a director to the corporation or to its shareholders for monetary damages for breach of the director’s duty as a director; provided that the provision does not eliminate or limit the liability of a director for:

(i) Any breach of the director’s duty of loyalty to the corporation or its shareholders;

(ii) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) Liability imposed pursuant to the provisions of § 7-1.2-811; or

(iv) Any transaction from which the director derived an improper personal benefit (unless the transaction is permitted by § 7-1.2-807). No provision eliminating or limiting the personal liability of a director will be effective with respect to causes of action arising prior to the inclusion of the provision in the articles of incorporation of the corporation.

(v) Any provision which under this chapter is required or permitted to be set forth in the bylaws.

(4) If, pursuant to § 7-1.2-105(d), the corporate existence is to begin at a time subsequent to the issuance of the certificate of incorporation by the secretary of state, the date when corporate existence begins.

(c) The provisions permitted by subsection (b)(3) may also be included in the articles of incorporation or legislative charter of any existing or future financial institution, insurance company, public utility, or other quasi public corporation having purposes enumerated as exceptions to this chapter in § 7-1.2-301.

(d) The period of duration of a corporation is perpetual unless otherwise stated in the articles of incorporation.

(e) It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2006, ch. 163, § 1; P.L. 2006, ch. 188, § 1.