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Rhode Island General Laws > Chapter 7-1.2. Rhode Island Business Corporation Act

Rhode Island General Laws > Title 7 > Chapter 7-1.2. Rhode Island Business Corporation Act


Current as of: 2009
§ 7-1.2-101Short title
§ 7-1.2-102Reservation of power
§ 7-1.2-103Effect of repeal of prior acts
§ 7-1.2-104Severability
§ 7-1.2-105Execution, filing and recording of instruments
§ 7-1.2-106Definitions
§ 7-1.2-201Incorporators and organization of the corporation
§ 7-1.2-202Articles of incorporation
§ 7-1.2-203Bylaws
§ 7-1.2-301Purposes
§ 7-1.2-302Powers
§ 7-1.2-303Defense of ultra vires
§ 7-1.2-401Corporate name
§ 7-1.2-402Fictitious business name
§ 7-1.2-403Reserved name
§ 7-1.2-404Registered name
§ 7-1.2-501Registered office and registered agent -- Designation of registered agent without authority
§ 7-1.2-502Change of registered office or registered agent
§ 7-1.2-503Service of process on corporation
§ 7-1.2-601Right of corporation to acquire, dispose of and cancel its own shares
§ 7-1.2-602Authorized shares -- Shares in classes or series -- Issuance of shares
§ 7-1.2-603Subscription for shares
§ 7-1.2-604Issuance of and consideration for shares
§ 7-1.2-605Par value per share
§ 7-1.2-606Share rights and options
§ 7-1.2-607Expenses of organization, reorganization and financing
§ 7-1.2-608Form and content of certificates
§ 7-1.2-609Share transfer and ownership restrictions
§ 7-1.2-610Fractional shares
§ 7-1.2-611Bonds -- Facsimile signatures and seals
§ 7-1.2-612Liability of subscribers and shareholders
§ 7-1.2-613Shareholder's preemptive rights
§ 7-1.2-614Distributions to shareholders
§ 7-1.2-701Meetings of shareholders
§ 7-1.2-702Notice to shareholders
§ 7-1.2-703Closing of transfer books and fixing record date
§ 7-1.2-704Voting list
§ 7-1.2-705Quorum of shareholders required for shareholders' action
§ 7-1.2-706Greater voting requirements
§ 7-1.2-707Action by shareholders without a meeting
§ 7-1.2-708Voting of shares
§ 7-1.2-709Voting trusts and agreements among shareholders
§ 7-1.2-710Voting and inspection rights of bondholders and debenture holders
§ 7-1.2-711Actions by shareholders
§ 7-1.2-801Board of directors
§ 7-1.2-802Number and election of directors
§ 7-1.2-803Classification of directors
§ 7-1.2-804Vacancies
§ 7-1.2-805Removal of directors
§ 7-1.2-806Quorum of directors
§ 7-1.2-807Director and officer conflicts of interest
§ 7-1.2-808Executive and other committees
§ 7-1.2-809Place, notice, and form of notice of directors' and committee meetings
§ 7-1.2-810Action by directors without a meeting
§ 7-1.2-811Liability of directors in certain cases
§ 7-1.2-812Officers
§ 7-1.2-813Resignation and removal of officers
§ 7-1.2-814Indemnification
§ 7-1.2-901Right to amend articles of incorporation
§ 7-1.2-902Right to amend legislative charters
§ 7-1.2-903Procedure to amend articles of incorporation
§ 7-1.2-904Class voting on amendments
§ 7-1.2-905Articles of amendment
§ 7-1.2-906Restated articles of incorporation
§ 7-1.2-907Amendment of articles of incorporation in reorganization proceedings
§ 7-1.2-1001Procedure for merger
§ 7-1.2-1002Approval by shareholders of merger
§ 7-1.2-1003Articles of merger
§ 7-1.2-1004Merger of subsidiary corporation
§ 7-1.2-1005Effect of merger
§ 7-1.2-1006Merger of domestic and foreign corporations or other business entities
§ 7-1.2-1007Conversion of other entities to a domestic corporation
§ 7-1.2-1008Conversion of a domestic corporation to other entities
§ 7-1.2-1101Sale of assets in regular course of business and mortgage or pledge of assets
§ 7-1.2-1102Sale of assets other than in regular course of business
§ 7-1.2-1201Right of shareholders to dissent
§ 7-1.2-1202Rights of dissenting shareholders
§ 7-1.2-1301Voluntary dissolution by incorporators
§ 7-1.2-1302Voluntary dissolution by consent of shareholders
§ 7-1.2-1303Voluntary dissolution by act of corporation
§ 7-1.2-1304Revocation of voluntary dissolution proceedings by consent of shareholders
§ 7-1.2-1305Revocation of voluntary dissolution proceedings by act of corporation
§ 7-1.2-1306Filing of statement of revocation of voluntary dissolution proceedings
§ 7-1.2-1307Effect of statement of revocation of voluntary dissolution proceedings
§ 7-1.2-1308Articles of dissolution
§ 7-1.2-1309Filing of articles of dissolution
§ 7-1.2-1310Revocation of articles of incorporation
§ 7-1.2-1311Issuance of certificates of revocation
§ 7-1.2-1312Withdrawal of certificate of revocation
§ 7-1.2-1313Appeal from revocation of articles of incorporation
§ 7-1.2-1314Jurisdiction of court to liquidate assets and business of corporation
§ 7-1.2-1315Avoidance of dissolution by share buyout
§ 7-1.2-1316Procedure in liquidation of corporation by court
§ 7-1.2-1317Bond of receivers
§ 7-1.2-1318Filing of claims in liquidation proceedings
§ 7-1.2-1319Discontinuance of liquidation proceedings
§ 7-1.2-1320Decree of involuntary dissolution
§ 7-1.2-1321Filing of decree of dissolution
§ 7-1.2-1322Deposit with state treasury of amount due certain shareholders
§ 7-1.2-1323Jurisdiction of court to appoint a receiver
§ 7-1.2-1324Survival of remedy after dissolution
§ 7-1.2-1325Continuation of certain corporate powers
§ 7-1.2-1401Admission of foreign corporation and other entities
§ 7-1.2-1402Powers of foreign corporation
§ 7-1.2-1403Corporate name of foreign corporation
§ 7-1.2-1404Change of name by foreign corporation
§ 7-1.2-1405Application for certificate of authority
§ 7-1.2-1406Filing of application for certificate of authority
§ 7-1.2-1407Effect of certificate of authority
§ 7-1.2-1408Registered office and registered agent of foreign corporation
§ 7-1.2-1409Change of registered office or registered agent of foreign corporation
§ 7-1.2-1410Service of process on foreign corporation
§ 7-1.2-1411Amended certificate of authority
§ 7-1.2-1412Withdrawal of foreign corporation
§ 7-1.2-1413Filing of application for withdrawal
§ 7-1.2-1414Revocation of certificate of authority
§ 7-1.2-1415Issuance of certificate of revocation
§ 7-1.2-1416Withdrawal of certificate of revocation
§ 7-1.2-1417Application to corporations previously authorized to transact business in this state
§ 7-1.2-1418Transacting business without certificate of authority
§ 7-1.2-1501Annual reports of domestic and foreign corporations
§ 7-1.2-1502Books and records
§ 7-1.2-1601The secretary of state
§ 7-1.2-1602Fees and charges payable to the secretary of state upon filing, certifying or copying of papers
§ 7-1.2-1603Penalties imposed upon officers and directors
§ 7-1.2-1604Interrogatories
§ 7-1.2-1605Certificates and certain copies to be received in evidence
§ 7-1.2-1701Close corporations
§ 7-1.2-1801Unauthorized assumption of corporate powers
§ 7-1.2-1802Application to existing corporations organized under general acts
§ 7-1.2-1803Application to foreign and interstate commerce
§ 7-1.2-1804Applicability to corporations created by special acts

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Questions & Answers: Corporations

A corporation was dissolved by the state due to 17 years of unpaid annual report fees. The sole owner of the corporation has died. He has left the dissolved corporation's buildin...
Shari, Please clarify what you mean when you say the owner "left" the corporation's building to his children. Even though the corporation was dissolved it still continues to exist...
The building and the shares were given to the children the will. There are 17 years of back annual renewal fees that are delinquent and unpaid by the corporation. The will also s...
Shari, Strictly speaking, I don't see how the will could leave the building to the children. If I understand correctly, the father did not personally own the building in his own na...
There are 6 shareholders that are all related. Four of the shareholders are involved in the creation of the new LLC without the other 2 shareholders. No transfers of shares have...
If the president of a board says something to a child (member) in her vehicle on personal time. Then that child repeats it to another child (member) during company time is the boa...

Rhode Island Laws: Corporations

top">Rhode Island General Laws > Chapter 7-1. Corporations – General Provisions
Rhode Island General Laws > Chapter 7-1.2. Rhode Island Business Corporation Act
top">Rhode Island General Laws > Chapter 7-4. Business Corporations – Officers, Directors, and Stockholders
top">Rhode Island General Laws > Chapter 7-5. Business Corporations – Reorganization, Dissolution, and Sale of Assets
Rhode Island General Laws > Chapter 7-9. Additional Powers Of Corporations

U.S. Code Provisions: Corporations

U.S. Code > Title 15 > Chapter 98 - Public Company Accounting Reform And Corporate Responsibility

Tennessee Code > Title 65 > Chapter 3 > Part 1 > § 65-3-110. Power of department of transportation to take evidence


Current as of: 2010

The department of transportation has the power to examine, under oath, any person, or the directors, officers, agents, and employees of any such corporation doing business in this state, concerning the management of its affairs, and to obtain information pursuant to this chapter and chapter 5 of this title, and has the power to issue subpoenas for the attendance of witnesses, to compel the production of books and papers, and to administer oaths.

[Acts 1897, ch. 10, § 9; Shan., § 3059a27; Code 1932, § 5403; T.C.A. (orig. ed.), § 65-312; Acts 1995, ch. 305, § 10.]

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