2021 -- S 0024

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LC000287

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2021

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE

ISLAND BUSINESS CORPORATIONS ACT -- NONPROFIT CORPORATION ACT --

LIMITED-LIABILITY COMPANY ACT

     

     Introduced By: Senators Bell, Murray, Picard, Ciccone, Quezada, and Mack

     Date Introduced: January 19, 2021

     Referred To: Senate Commerce

     It is enacted by the General Assembly as follows:

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     SECTION 1. Sections 7-1.2-1312 and 7-1.2-1416 of the General Laws in Chapter 7-1.2

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entitled "Rhode Island Business Corporation Act" are hereby amended to read as follows:

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     7-1.2-1312. Withdrawal of certificate of revocation.

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     (a) Within ten (10) years At any time after issuing a certificate of revocation as provided

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in § 7-1.2-1311, the secretary of state may withdraw the certificate of revocation and retroactively

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reinstate the corporation in good standing as if its articles of incorporation had not been revoked,

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except as subsequently provided:

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     (1) Upon the filing by the corporation of the documents it had previously failed to file as

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set forth in subdivisions (3) -- (6) of § 7-1.2-1310(a); and

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     (2) Upon the payment by the corporation of a penalty for each year or part of a year that

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has elapsed since the issuance of the certificate of revocation.

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     (3) Upon the filing by the corporation of a certificate of good standing from the Rhode

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Island division of taxation.

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     (b) If, as permitted by the provisions of this title, another corporation, whether business or

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nonprofit, limited partnership, limited-liability partnership or limited-liability company, or

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domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious business

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name statement with respect to or reserved or registered a name which is not distinguishable upon

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the records of the secretary of state from the name of a corporation with respect to which the

 

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certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the

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withdrawal of the certificate of revocation upon the reinstated corporation's amending its articles

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of incorporation or otherwise complying with the provisions of this chapter with respect to the use

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of a name available to it under the laws of this state so as to designate a name which is

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distinguishable upon the records of the secretary of state from its former name.

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     (c) Upon the withdrawal of the certificate of revocation and reinstatement of the

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corporation in good standing as provided in subsection (a) of this section, title to any real estate, or

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any interest in real estate, held by the corporation at the time of the issuance of the certificate of

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revocation and not conveyed subsequent to the revocation of its articles of incorporation is deemed

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to be revested in the corporation without further act or deed.

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     7-1.2-1416. Withdrawal of certificate of revocation.

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     (a) Within ten (10) years At any time after issuing a certificate of revocation as provided

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in § 7-1.2-1415, the secretary of state may withdraw the certificate of revocation and retroactively

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reinstate the corporation in good standing as if its certificate of incorporation had not been revoked,

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except as subsequently provided:

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     (1) Upon the filing by the corporation of the documents it had previously failed to file as

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set forth in subsections (a)(1) -- (a)(4) of § 7-1.2-1414.

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     (2) Upon the payment by the corporation of a penalty for each year or part of a year that

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has elapsed since the issuance of the certificate of revocation; and

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     (3) Upon the filing by the corporation of a certificate of good standing from the Rhode

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Island division of taxation.

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     (b) If, as permitted by the provisions of this title, another corporation, whether business or

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nonprofit limited partnership, limited-liability partnership or limited-liability company, or domestic

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or foreign, qualified to transact business in this state, bears or has filed a fictitious business name

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statement with respect to or reserved or registered a name which is not distinguishable upon the

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records of the secretary of state from the name of a corporation with respect to which the certificate

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of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal

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of the certificate of revocation upon the reinstated corporation's amending its articles of

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incorporation or otherwise complying with the provisions of this chapter with respect to the use of

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a name available to it under the laws of this state so as to designate a name which is distinguishable

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upon the records of the secretary of state from its former name.

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     (c) Upon the withdrawal of the certificate of revocation and reinstatement of the

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corporation in good standing as provided in subsection (a), title to any real estate, or any interest in

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real estate, held by the corporation at the time of the issuance of the certificate of revocation and

 

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not conveyed subsequent to the revocation of its certificate of incorporation, shall be deemed to be

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revested in the corporation without further act or deed.

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     SECTION 2. Sections 7-6-58 and 7-6-87 of the General Laws in Chapter 7-6 entitled

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"Rhode Island Nonprofit Corporation Act" are hereby amended to read as follows:

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     7-6-58. Withdrawal of certificate of revocation.

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     (a) Within ten (10) years At any time after issuing a certificate of revocation as provided

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in § 7-6-57, the secretary of state may withdraw the certificate of revocation and reinstate the

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corporation in good standing:

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     (1) Upon filing by the corporation of the documents it had previously failed to file as set

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forth in § 7-6-56(a)(3) -- (a)(6); and

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     (2) Upon the payment by the corporation of a penalty in the amount of twenty-five dollars

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($25.00) for each year or part of a year that has elapsed since the issuance of the certificate of

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revocation.

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     (b) If as permitted by § 7-6-11(b)(2) another corporation, whether business or nonprofit, or

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domestic or foreign qualified to transact business in this state, bears or has filed a fictitious business

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name statement with respect to or reserved or registered in a name that is the same as the name of

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a corporation regarding which the certificate of revocation is proposed to be withdrawn, the

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secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated

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corporation's amending its articles of incorporation so as to designate a name that is distinguishable

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upon the records of the secretary of state from its former name.

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     (c) Upon the withdrawal of the certificate of revocation and reinstatement of the

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corporation in good standing as provided in subsection (a), title to any real estate, or any interest in

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real estate, held by the corporation at the time of the issuance of the certificate of revocation and

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not conveyed subsequent to the revocation of its certificate of incorporation shall be deemed to be

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re-vested in the corporation without further act or deed.

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     7-6-87. Withdrawal of certificates of revocation.

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     Within ten (10) years At any time after issuing a certificate of revocation as provided in §

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7-6-86, the secretary of state may withdraw the certificate of revocation and reinstate the

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corporation in good standing:

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     (1) Upon the filing by the corporation of the documents it had previously failed to file as

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set forth in § 7-6-85(a)(1) -- (a)(4), inclusive; and

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     (2)(i) Upon the payment by the corporation of a penalty of twenty-five dollars ($25.00) for

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each year or part of a year that has elapsed since the issuance of the certificate of revocation.

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     (ii) If as permitted by § 7-6-72(2) another corporation, whether business or nonprofit, or

 

LC000287 - Page 3 of 5

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domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious business

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name statement regarding or reserved or registered a name that is the same as the name of a

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corporation regarding which the certificate of revocation is proposed to be withdrawn, the secretary

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of state shall condition the withdrawal of a certificate of revocation upon the reinstated

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corporation's amending its articles of incorporation so as to designate a name that is distinguishable

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upon the records of the secretary of state from its former name.

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     SECTION 3. Section 7-16-43 of the General Laws in Chapter 7-16 entitled "The Rhode

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Island Limited-Liability Company Act" is hereby amended to read as follows:

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     7-16-43. Withdrawal of certificate of revocation.

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     (a) Within ten (10) years At any time after issuing a certificate of revocation as provided

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in § 7-16-42, the secretary of state may withdraw the certificate of revocation and retroactively

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reinstate the limited-liability company in good standing as if its certificate of organization or

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certificate of registration had not been revoked except as subsequently provided:

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     (1) On the filing by the limited-liability company of the documents it had previously failed

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to file as set forth in subdivisions (3) -- (6) of § 7-16-41(a);

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     (2) On the payment by the limited-liability company of a penalty in the amount of fifty

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dollars ($50.00) for each year or part of year that has elapsed since the issuance of the certificate

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of revocation; and

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     (3) Upon the filing by the limited-liability company of a certificate of good standing from

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the Rhode Island division of taxation.

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     (b) If, as permitted by the provisions of this chapter or chapters 1.2, 6, 12, or 13 of this title,

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another limited-liability company, business or nonprofit corporation, registered limited liability

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partnership or a limited partnership, or in each case domestic or foreign, authorized and qualified

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to transact business in this state, bears or has filed a fictitious business name statement as to or

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reserved or registered a name that is the same as, the name of the limited-liability company with

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respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of

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state shall condition the withdrawal of the certificate of revocation on the reinstated limited-liability

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company's amending its articles of organization or certificate of registration so as to designate a

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name that is not the same as its former name.

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     SECTION 4. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE

ISLAND BUSINESS CORPORATIONS ACT -- NONPROFIT CORPORATION ACT --

LIMITED-LIABILITY COMPANY ACT

***

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     This act would remove the ten (10) year period within which time the secretary of state's

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office is authorized to withdraw a certificate of revocation for all Rhode Island business

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corporations, foreign corporations, nonprofit corporations and limited liability companies.

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     This act would take effect upon passage.

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